First Commonwealth Financial Corp /Pa/ Sample Contracts

First Commonwealth Financial Corp /Pa/ – FIRST COMMONWEALTH FINANCIAL CORPORATION DIRECTOR RETAINER PLAN (As Amended and Restated effective January 1, 2018) (March 1st, 2019)
First Commonwealth Financial Corp /Pa/ – ISSUING AND PAYING AGENCY AGREEMENT between FIRST COMMONWEALTH BANK, as Issuer, and May 21, 2018 (May 23rd, 2018)

THIS ISSUING AND PAYING AGENCY AGREEMENT, made and dated as of May 21, 2018 (this “Agreement”), between First Commonwealth Bank, a Pennsylvania bank and trust company national banking association, as issuer (the “Issuer”), and U.S. Bank National Association, as the calculation agent, issuing and paying agent and note registrar (hereinafter sometimes referred to, in each such capacity, the “Agent”).

First Commonwealth Financial Corp /Pa/ – FIRST COMMONWEALTH BANK 4.875% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2028 (May 23rd, 2018)

THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF CEDE & CO., THE NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”). UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

First Commonwealth Financial Corp /Pa/ – FIRST COMMONWEALTH BANK 5.500% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2033 (May 23rd, 2018)

THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF CEDE & CO., THE NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”). UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

First Commonwealth Financial Corp /Pa/ – First Commonwealth Bank Announces Pricing of Subordinated Notes Offerings (May 17th, 2018)

INDIANA, PA--( May 16, 2018) – First Commonwealth Bank (the "Bank"), a wholly owned subsidiary of First Commonwealth Financial Corporation (NYSE: FCF), today announced that it has priced a private offering of $50 million aggregate principal amount of its 4.875% fixed-to-floating rate subordinated notes due 2028 (the “10-Year Notes”), and $50 million aggregate principal amount of its 5.500% fixed-to-floating rate subordinated notes due 2033 (the “15-Year Notes,” and, collectively with the 10-Year Notes, the "Notes"). The offerings are expected to close on or about May 21, 2018, subject to customary closing conditions.

First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2018 ANNUAL INCENTIVE PLAN (May 9th, 2018)
First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2018-2020 LONG-TERM INCENTIVE PLAN (May 9th, 2018)
First Commonwealth Financial Corp /Pa/ – REGISTRATION RIGHTS AGREEMENT (May 2nd, 2018)

This Registration Rights Agreement (this “Agreement”) is entered into as of May 1, 2018 by and among First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and each of the George J Budig Distributive Trust #4A dated December 31, 2015, an Ohio trust and George J. Budig Declaration of Trust dated July 13, 1992, as amended and restated June 13, 2016, an Ohio revocable trust (each a “Holder”, and together the “Holders”).

First Commonwealth Financial Corp /Pa/ – FIRST COMMONWEALTH FINANCIAL CORPORATION DIRECTOR RETAINER PLAN (As Amended and Restated effective January 1, 2018) (March 1st, 2018)
First Commonwealth Financial Corp /Pa/ – NYSE: FCF Franchise‐Enhancing Acquisition in Desirable Cincinnati MSA 3 Financial (for the quarter ended 9/30/17)  Total Assets: $216 million  Total Loans: $189 million  Total Deposits: $145 million  Total Book Value: $42.8 million  Total Intangibles: $4.4 million  ROAA1: 1.06%  NPAs/Assets: 0.65% Transaction Terms / Assumptions  FCF to issue approximately 2.75 million shares and $17.4 million of cash (70% stock, 30% cash)  Approximate deal value of $58 million  1.7% loan mark; 40% cost savings, 50% phase‐in in 2018  Combined restructuring charges of $3.1 million (pretax)  Immediat (January 10th, 2018)
First Commonwealth Financial Corp /Pa/ – FIRST COMMONWEALTH FINANCIAL CORPORATION NON-QUALIFIED DEFERRED COMPENSATION PLAN As Amended and Restated Effective as of December 18, 2017 (December 21st, 2017)

The First Commonwealth Financial Corporation Supplemental Executive Retirement Plan (the “Plan”) was originally adopted as of January 1, 1998, by First Commonwealth Financial Corporation, a bank holding company organized and existing under the laws of the Commonwealth of Pennsylvania (the “Employer”) for certain Executive Employees (as defined herein) of the Employer. Effective January 1, 2012, the name of the Plan was changed to the First Commonwealth Financial Corporation Nonqualified Deferred Compensation Plan. The Plan is a nonqualified deferred compensation plan subject, since January 1, 2005, to the requirements of Section 409A of the Internal Revenue Code (“Code”).

First Commonwealth Financial Corp /Pa/ – AMENDED AND RESTATED BY-LAWS OF FIRST COMMONWEALTH FINANCIAL CORPORATION (July 28th, 2017)
First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2017-2019 LONG-TERM INCENTIVE PLAN (May 9th, 2017)
First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2017 ANNUAL INCENTIVE PLAN (May 9th, 2017)
First Commonwealth Financial Corp /Pa/ – RESTRICTED STOCK AGREEMENT (November 9th, 2016)

This Restricted Stock Agreement (this “Agreement”) is made as of September 19, 2016 (the “Effective Date”) between First Commonwealth Financial Corporation (the “Company”) and Brian G. Karrip (the “Grantee”).

First Commonwealth Financial Corp /Pa/ – CHANGE OF CONTROL AGREEMENT (November 9th, 2016)

THIS CHANGE OF CONTROL AGREEMENT (this "Change of Control Agreement"), is entered into as of September 19, 2016 (the "Effective Date"), by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and Brian G. Karrip (“Executive”).

First Commonwealth Financial Corp /Pa/ – EMPLOYMENT AGREEMENT (November 9th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and among First Commonwealth Financial Corporation, a Pennsylvania corporation (“Employer”), and Brian G. Karrip (“Executive”), is entered into effective as of September 19, 2016 (the “Effective Date”).

First Commonwealth Financial Corp /Pa/ – NYSE: FCF Forward‐looking Statements This presentation contains “forward‐ looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of First Commonwealth and DCB Financial. Forward‐looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. These forward‐loo (October 3rd, 2016)
First Commonwealth Financial Corp /Pa/ – AGREEMENT AND PLAN OF MERGER (October 3rd, 2016)

AGREEMENT AND PLAN OF MERGER, dated as of October 2, 2016 (this “Agreement”), by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (“Buyer”), and DCB Financial Corp, an Ohio corporation (the “Company”).

First Commonwealth Financial Corp /Pa/ – NYSE: FCF Forward‐looking Statements This presentation contains forward‐looking statements about First Commonwealth’s future plans, strategies and financial performance that may be considered forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward‐looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. These statements can b (July 27th, 2016)
First Commonwealth Financial Corp /Pa/ – PURCHASE AND ASSUMPTION AGREEMENT dated as of July 26, 2016 between FIRSTMERIT BANK, NATIONAL ASSOCIATION and FIRST COMMONWEALTH BANK (July 27th, 2016)

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 26, 2016, between FirstMerit Bank, National Association, a national banking association, organized under the laws of the United States, and a wholly-owned subsidiary of FirstMerit Corporation, an Ohio corporation (“FirstMerit”) with its principal office located in Akron, Ohio (“Seller”), and First Commonwealth Bank, a Pennsylvania bank and trust company, with its principal office located in Indiana, Pennsylvania (“Purchaser”).

First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2016-2018 LONG-TERM INCENTIVE PLAN (May 9th, 2016)
First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2016 ANNUAL INCENTIVE PLAN (May 9th, 2016)
First Commonwealth Financial Corp /Pa/ – PERFORMANCE UNIT AGREEMENT (February 29th, 2016)

This Performance Unit Agreement (this “Agreement”) is made as of the 30th day of December, 2015 (the “Effective Date”) by and between First Commonwealth Financial Corporation (the “Company”) and T. Michael Price (the “Grantee”).

First Commonwealth Financial Corp /Pa/ – AMENDED AND RESTATED BY-LAWS OF FIRST COMMONWEALTH FINANCIAL CORPORATION (February 2nd, 2016)
First Commonwealth Financial Corp /Pa/ – AMENDED AND RESTATED BY-LAWS OF FIRST COMMONWEALTH FINANCIAL CORPORATION (February 1st, 2016)
First Commonwealth Financial Corp /Pa/ – Merger Supplement NYSE: FCF First Commonwealth Financial Corporation Announces Agreement to Acquire First Community Bank in Columbus, Ohio May 11, 2015 (May 11th, 2015)
First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2015-2017 LONG-TERM INCENTIVE PLAN (May 8th, 2015)
First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2015 ANNUAL INCENTIVE PLAN (May 8th, 2015)
First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2014 ANNUAL INCENTIVE PLAN (May 9th, 2014)
First Commonwealth Financial Corp /Pa/ – First Commonwealth Financial Corporation 2014-2016 LONG-TERM INCENTIVE PLAN (May 9th, 2014)
First Commonwealth Financial Corp /Pa/ – RESTRICTED STOCK AGREEMENT (April 10th, 2014)

This Restricted Stock Agreement (this “Agreement”) is made as of April 10, 2014 (the “Effective Date”) between First Commonwealth Financial Corporation (the “Company”) and James R. Reske (the “Grantee”).

First Commonwealth Financial Corp /Pa/ – EMPLOYMENT AGREEMENT (April 10th, 2014)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and among First Commonwealth Financial Corporation, a Pennsylvania corporation (“Employer”), and James R. Reske (“Executive”), is entered into effective as of April 10, 2014 (the “Effective Date”).

First Commonwealth Financial Corp /Pa/ – CHANGE OF CONTROL AGREEMENT (April 10th, 2014)

THIS CHANGE OF CONTROL AGREEMENT (this "Change of Control Agreement"), is entered into as of April 10, 2014 (the "Effective Date"), by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and James R. Reske (“Executive”).

First Commonwealth Financial Corp /Pa/ – FIRST COMMONWEALTH FINANCIAL CORPORATION DIRECTOR RETAINER PLAN (As Amended and Restated on November 18, 2013) (March 3rd, 2014)