(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Goal

Earnings Per Share

Return on Average Equity (“ROE”)

Efficiency Ratio

Total:

Executive

John J. Dolan, President and CEO

T. Michael Price, President of First Commonwealth Bank

Robert E. Rout, EVP and CFO

Sue A. McMurdy, EVP and Chief Information Officer

Goal

ROE relative to peers¹

Total Return to Shareholders relative to peers

Total:

This performance goal is based 50% on 2012 ROE relative to peers and 50% on 2013 ROE relative to peers.

John J. Dolan, President and CEO

T. Michael Price, President of First Commonwealth Bank

Robert E. Rout, EVP and CFO

Sue A. McMurdy, EVP and Chief Information Officer

Old By-Laws

The Secretary must receive written notice of the nomination or proposal at our principal offices:

(1) Not later than 120 days prior to the first anniversary of the date of the preceding year’s proxy statement; or

(2) If the date of the annual meeting is more than 30 days before or more than 60 days after the first anniversary of the preceding year’s annual meeting, not later than the later of the 75th day prior to such annual meeting or the day following the day on which public announcement of the date of such meeting is first made.

New By-Laws

The Secretary must receive written notice of the nomination or proposal at our principal executive offices:

(1) Not earlier than the close of business on the 150th day and not later than the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting, or;

(2) If the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the later of the 90th day prior to such annual meeting or, if the public announcement of the date of the annual meeting is less than 100 days prior to the date of the meeting, the 10th day following the day on which such public announcement is made.

Old By-Laws

For all notices:

(1) The name and address of the shareholder or beneficial owner;

(2) The class and number of First Commonwealth shares which are owned of record and beneficially by such shareholder and such beneficial owner; and

(3) A representation that the shareholder is a beneficial owner of shares entitled to vote at the meeting and intends to be present at the meeting in person or by proxy to make such nomination or proposal.

(4) Disclosure of any information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

For each nomination for election of a director:

(1) The name and address of the person to be nominated;

(2) A description of all arrangements or understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder;

(3) Such other information regarding the nominee as would be required to be included in proxy materials filed under applicable rules of the Securities and Exchange Commission had the nominee been nominated by the Board of Directors; and

New By-Laws

For all notices:

(1) The name and address of the shareholder, any beneficial owner, and any affiliates or associates;

(2) The class or series and number of First Commonwealth shares which are, directly or indirectly, owned beneficially and of record by the shareholder, beneficial owner, affiliates or associates;

(3) Disclosure of any indirect, derivative, convertible or other right related to any class or series of shares of First Commonwealth or other direct or indirect interests as specified in the New By-Laws;

(4) Disclosure of any information relating to the shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

For each nomination for election of a director:

(1) The information set forth above with respect to all notices;

(2) All information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(3) A description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships as specified in the New By-Laws;

(4) A completed and signed questionnaire, representation and agreement as required by the New By-Laws and described below; and

(5) Such other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as an independent director of First Commonwealth or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

(1) The information set forth above with respect to all notices;

(2) A brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business;

(3) The text of the proposal or business (including the text of any resolutions proposed for consideration); and

(4) A description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder.

Business brought before a meeting must be of a proper subject for actions by shareholders under applicable law and must not, if implemented, cause First Commonwealth to violate any state, federal or foreign law or regulation;

No person may be appointed, nominated or elected as a First Commonwealth director unless such person would be able to serve as a director without conflicting with any state, federal or foreign law or regulation applicable to First Commonwealth;

Only persons nominated in accordance with the procedures set forth in the New By-Laws shall be eligible to serve as directors; and

Only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in the New By-Laws.

A person must deliver (in accordance with the applicable time periods prescribed for delivery of notice) to First Commonwealth a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made; and

A person must deliver a written representation and agreement that such person:

is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a First Commonwealth director, will act or vote on any issue or question (a “Voting Commitment”) that has not been

disclosed to First Commonwealth or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a First Commonwealth director, with such person’s fiduciary duties under applicable law;

is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than First Commonwealth with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to First Commonwealth; and

in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a First Commonwealth director, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of First Commonwealth.

References to the classification of the Board of Directors;

Provisions addressing the manner of voting at meetings of shareholders;

References to an executive committee of the Board of Directors; and

A provision requiring a financial report to shareholders at the annual meeting.

Exhibit

Description