FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.8 - DEFERRED COMPENSATION PLAN
FIRST COMMONWEALTH
FINANCIAL CORPORATION
DIRECTORS DEFERRED
COMPENSATION PLAN
THIS PLAN, made this 12th day of January, 1999
WITNESSETH
RECITALS
This First Commonwealth Financial Corporation Directors Deferred
Compensation Plan (the "Plan") is adopted by First Commonwealth
Financial Corporation, a bank holding company organized and existing
under the laws of the Commonwealth of Pennsylvania (the "Corporation")
for its directors who are not officers or employees employed by the
Corporation or any subsidiary or affiliate thereof, as well as the
directors of any subsidiary or affiliate of the Corporation who are not
employed by the Corporation or any subsidiary or affiliate thereof (the
"Outside Directors') to allow such Outside Directors to defer receipt of
their annual retainer and fees, or any portion thereof, in order to
provide such outside Directors with a means to accumulate deferred
compensation.
Accordingly, the following Plan is adopted.
ARTICLE I - DEFINITIONS
1.1 ACCOUNT means the balance credited to a Participant's or
Beneficiary's Plan account, including contribution credits and the
interest thereon credited thereto as hereinafter provided. A
Participant's or Beneficiary's Account shall be determined as of the
date of reference.
1.2 BENEFICIARY means any person or persons so designated in accordance
with the provisions of Article VII.
1.3 CODE means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.
1.4 COMPENSATION means the total annual retainer, fees for attending
Board of Director's meetings and Committee fees that but for an election
under this Plan, would be paid to an Outside Director by the Corporation
or, by any subsidiary or affiliate thereof.
1.5 DESIGNATION PERIOD means the ten (10) day period immediately
preceding the first day of any calendar year commencing with 1999.
1.6 EFFECTIVE DATE means the effective date of the Plan, which shall be
January 1, 1999.
1.7 ELIGIBLE DIRECTOR means any Outside Director.
1.8 EMPLOYER means the Corporation and its successors and assigns.
1.9 ENTRY DATE means the first day of each calendar year commencing on
January 1, 1999.
1.10 PARTICIPANT means any person so designated in accordance with the
provisions of Article II.
1.11 PARTICIPANT ENROLLMENT AND ELECTION FORM means the form on which a
Participant elects to defer Compensation hereunder and on which the
Participant makes certain other designations as required thereon.
1.12 PLAN means this Deferred Compensation Plan, as amended from time
to time.
1.13 PLAN YEAR means the twelve (12) month period ending on the
December 31 of each year during which the Plan is in effect.
1.14 VALUATION DATE means the December 31 of each Plan Year.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.8 - DEFERRED COMPENSATION PLAN (Continued)
ARTICLE II - ELIGIBILITY AND PARTICIPATION
2.1 Every Eligible Director on the Effective Date shall be eligible to
become a Participant on the Effective Date. Every other Eligible
Director shall be eligible to become a Participant on the first Entry
Date occurring on or after the date on which he becomes an Eligible
Director.
Participation in the Plan is voluntary. In order to participate, an
otherwise Eligible Director must make written application in such
manner as may be required by Section 3.1 and must agree to make
Compensation Deferrals as provided in Article III.
ARTICLE III - CONTRIBUTIONS AND CREDITS
3.1 In accordance with rules established by the Executive Compensation
Committee of the Board of Directors, a Participant may elect to defer
Compensation which is due to be earned and which would otherwise be paid
to the Participant, in a lump sum or in any fixed periodic dollar
amounts designated by the Participant. Amounts so deferred will be
considered a Participant's "Compensation Deferrals." Ordinarily, a
Participant shall make such an election with respect to each coming Plan
Year during Designation Period preceding such Plan Year.
Compensation Deferrals shall be made by deferral (as elected by the
Participant) of all or any part of that Participant's Compensation.
There shall be established and maintained by the Corporation a
separate Plan Account in the name of each Participant, which shall
at all times be one hundred percent (100%) vested in the
Participant, and to which shall be credited or debited: (a) amounts
equal to the Participant's Compensation Deferrals, and (b) interest
on such Compensation Deferrals equal to one percent (1%) less than
the prime lending rate established by First Commonwealth Bank on
the first day of each Plan Year. The interest rate hereinabove
provided shall be fixed for that Plan Year and shall be
redetermined on the first day of each future Plan Year.
ARTICLE IV - ACCOUNTS
4.1 An account shall be established for each Participant which shall
reflect his Compensation Deferrals to date plus interest to the time of
reference in the amount above provided.
ARTICLE V - PAYMENT OF ACCOUNTS
5.1 The Participant's Account shall be paid to him in a lump sum upon
the earlier of (a) the Participant ceasing to be an Outside Director or
(b) the Participant becoming totally or permanently disabled in such
manner as he is unable, because of such disability, to engage in any
occupation for which he is reasonably fitted by training, education and
experience. In the case of the death of the Outside Director, the
Participant's Account shall be paid to his Beneficiary as soon as
practicable after his date of death.
5.2 With the consent of the Corporation, the Participant's Account may
be paid to him sooner than above provided in the case of severe
demonstrable financial hardship. For this purpose, the same rules shall
be applicable, and the same definitions applied, as is then applicable
with respect to an in-service hardship distribution of salary deferrals
pursuant to Section 401(k) of the Code and the regulations of the
Secretary of the Treasury then applicable.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.8 - DEFERRED COMPENSATION PLAN (Continued)
ARTICLE VI - DISTRIBUTION OF BENEFITS
6.1 Benefits shall be distributed in cash in a lump sum as soon as
practicable after the Participant shall be eligible therefor in
accordance with Article V hereof.
ARTICLE VII - BENEFICIARIES; PARTICIPANT DATA
7.1 DESIGNATION OF BENEFICIARIES. Each Participant from time to time
may designate any person or persons (who may be named contingently or
successively) to receive such benefits as may be payable under the Plan
upon or after the Participant's death, and such designation may be
changed from time to time by the Participant by filing a new
designation. Each designation will revoke all prior designations by the
same Participant, shall be in a form prescribed by the Corporation, and
will be effective only when filed in writing with the Corporation during
the Participant's lifetime.
In the absence of a valid Beneficiary designation, or if, at the
time any benefit payment is due to a Beneficiary, there is no
living Beneficiary validly named by the Participant, the
Corporation shall pay any such benefit payment to the Participant's
spouse, if then living, but otherwise to the Participant's then
living descendants, if any, per stripes, but, if none, to the
Participant's estate. In determining the existence or identity of
anyone entitled to a benefit payment, the Corporation may rely
conclusively upon information supplied by the Participant's
personal representative, or if a dispute arises with respect to any
such payment, then, notwithstanding the foregoing, the Corporation,
in its sole discretion, may distribute such payment to the
Participant's estate without liability for any tax or other
consequences which might flow therefrom, or may take such other
action as the Corporation deems to be appropriate.
7.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication,
statement, or notice addressed to a Participant or to a Beneficiary at
his or her last post office address as shown on the Corporation's
records shall be binding on the Participant or Beneficiary for all
purposes of the Plan. The Corporation shall not be obliged to search for
any Participant or Beneficiary beyond the sending of a registered letter
to such last known address.
ARTICLE VIII - ADMINISTRATION
8.1 ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided
herein, the Executive Compensation Committee of the Board of Directors
shall have the sole responsibility for and the sole control of the
operation and administration of the Plan, and shall have the power and
authority to take all action and to make all decisions and
interpretations which may be necessary or appropriate in order to
administer and operate the Plan, including, without limiting the
generality of the foregoing, the power, duty, and responsibility to:
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.8 - DEFERRED COMPENSATION PLAN (Continued)
Resolve and determine all disputes or questions arising under the
Plan and to remedy any ambiguities, inconsistencies, or omissions
in the Plan.
Adopt such rules of procedure and regulations as in its opinion may
be necessary for the proper and efficient administration of the
Plan and as are consistent with the Plan.
Implement the Plan in accordance with its terms and the rules and
regulations adopted as above.
Appoint any persons or firms, or otherwise act to secure
specialized advice or assistance, as it deems necessary or
desirable in connection with the administration and operation of
the Plan, and the Corporation shall be entitled to rely
conclusively upon, and shall be fully protected in any action or
omission taken by it in good faith reliance upon, the advice or
opinion of such firms or persons.
ARTICLE IX - AMENDMENT
9.1 The Corporation by its Board of Directors shall have the right to
amend the Plan, at any time and with respect to any provisions hereof,
and all parties hereto or claiming any interest hereunder shall be bound
by such amendment; provided, however, that no such amendment shall
deprive a Participant or a Beneficiary of a right accrued hereunder
prior to the date of the amendment.
ARTICLE X - TERMINATION
10.1 The Corporation, by its Board of Directors, reserves the right to
terminate this Plan at any time; provided, however, that no such
amendment shall deprive a Participant or a Beneficiary of a right
accrued hereunder prior to the date of such termination.
ARTICLE XI - MISCELLANEOUS
11.1 No amount payable to a Participant or a Beneficiary under the Plan
will be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity),
levy, execution, pledge, encumbrance, charge, or any other legal or
equitable process and any attempt to do so will be void; nor will any
benefit be in any manner liable for or subject to the debts, contracts,
liabilities, engagements, or torts of the person entitled thereto.
Further, (i) the withholding of taxes from Plan benefit payments, (ii)
the recovery under the Plan of overpayments of benefits previously made
to a Participant or Beneficiary, or (iii) the direct deposit of benefit
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.8 - DEFERRED COMPENSATION PLAN (Continued)
payments to an account in a banking institution (if not actually part of
an arrangement constituting an assignment or alienation) shall not be
construed as an assignment or alienation.
11.2 This Plan shall be interpreted pursuant to the laws of the
Commonwealth of Pennsylvania wherein it was made, except for its laws
governing conflict of laws.
11.3 Headings and titles have been inserted for convenience of
reference and are to be ignored in any interpretation thereof. Words in
the masculine gender shall include the feminine in all cases in which
they would so apply, and the singular shall include the plural in all
cases in which they would so apply.
IN WITNESS WHEREOF, the Corporation has caused the Plan to be executed
and its seal to be affixed hereto, effective as of the 1st day of
January, 1999.
FIRST COMMONWEALTH
(Corporate Seal) FINANCIAL CORPORATION
Attest: By/S/JOSEPH E. O'DELL(L.S.)
Joseph E. O'Dell
President and Chief
Executive Officer
/S/DAVID R. TOMB, JR. (L.S.)
David R. Tomb, Jr.
Senior Vice President,
Secretary and Treasurer