CHANGE IN CONTROL-JOSEPH E. O'DELL
 
FIRST COMMONWEALTH FINANCIAL CORPORATION
 
EXHIBIT 10.4 - Change in Control Agreement - Joseph E. O'Dell
 
                                              AGREEMENT FOR
                                           SEVERANCE PAYMENTS
                                            IN THE EVENT OF 
                                        TERMINATION OF EMPLOYMENT
                                       UNDER CERTAIN CIRCUMSTANCES
                                                    
     THIS AGREEMENT, by and between First Commonwealth Financial Corporation,
a bank holding company organized and existing under the laws of the
Commonwealth of Pennsylvania and with its principal place of business in
Indiana, Pennsylvania (the "Employer") and Joseph E. O'Dell of White Township,
Indiana County, Pennsylvania (the "Executive") made this 27th day of October,
1995.
 
                                               WITNESSETH
 
     WHEREAS, the Executive is presently employed by the Employer as its
President and Chief Executive Officer;
 
     WHEREAS, the Employer wishes to induce the Executive to continue as its
President and Chief Executive Officer and, accordingly, to provide certain
employment security to said Executive in the event of a "change in control"
(as hereinafter defined);
 
     WHEREAS, the Employer believes that it is in the best interest of its
shareholders for the Executive to continue in his position on an objective and
impartial basis and without distraction or conflict of interest as a result of
a possible, or actual "change in control" (as hereinafter defined); and
 
     WHEREAS, in consideration, inter alia, of this Agreement the Executive is
willing to continue as the Employer's President and Chief Executive Officer;
 
     NOW  THEREFORE, IN CONSIDERATION OF THE EXECUTIVE CONTINUING AS THE
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE EMPLOYER AND OF THE MUTUAL
PREMISES HEREIN CONTAINED, THE EXECUTIVE AND THE EMPLOYER, INTENDING TO BE
LEGALLY BOUND, HEREBY AGREE AS FOLLOWS, TO WIT;
                                                ARTICLE I
                                                    
                                               DEFINITIONS
 
     1.  A "Change in Control" for the purpose of this Agreement, shall be
deemed to have occurred if, at any time, any person or group of persons acting
in concert (within the meaning of Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the regulations of the Securities and Exchange
Commission promulgated thereunder) shall acquire legal or beneficial ownership
interest, or voting rights, in twenty-five percent (25%) or more of the common
voting stock of First Commonwealth Financial Corporation.
 
     2.  A "Triggering Event" for the purpose of this Agreement shall be
deemed to have occurred if, on or after the occurrence of a Change in Control,
any of the following shall occur, viz:
 
(a)  Within three (3) years from the date on which the Change In
Control occurred, the Employer shall terminate the employment of the
Executive, other than in the case of a Termination For Cause, as
herein defined;
(b)  Within three (3) years from the date on which the Change In
Control occurred, the Employer shall reduce the Executive's title,
responsibilities, power or authority in comparison with his title,
responsibilities, power or authority at the time of the Change In
Control;
(c)  Within three (3) years from the date on which the Change In
Control occurred, the Employer shall assign the Executive duties
which are inconsistent with the duties assigned to the Executive on
the date on which the Change In Control occurred and which duties
the Employer persists in assigning to the Executive despite the
prior written objection of the Executive;
 
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FIRST COMMONWEALTH FINANCIAL CORPORATION
 
EXHIBIT 10.4 - Change in Control Agreement - Joseph E. O'Dell (Continued)
 
(d)  Within three (3) years from the date in which the Change In
Control occurred, the Employer shall reduce the Executive's base
compensation, his group health, life, disability or other insurance
programs (including any such benefits provided to the Executive's
family), his pension, retirement or profit-sharing benefits or any
benefits provided by the Employer's Employee Stock Ownership Plan,
or any substitute therefor, or shall exclude him from any plan,
program or arrangement in which the other executive officers of the
Employer are included.
 
     3.  A "Termination For Cause" for the purpose of this Agreement shall be
deemed to have occurred, if, and only if, the Executive shall have committed
a felony under the laws of the United States of America, or of any state or
territory thereof, and shall have been convicted of the same, or shall have
pled guilty or nolo contendere with respect to said charge, and the commission
of said felony resulted in, or was intended to result in, a loss (monetary or
otherwise) to the Employer or its clients, customers, directors, officers or
employees.
 
                                               ARTICLE II
                                                    
                                            SEVERANCE PAYMENT
                                                    
     Upon the occurrence of a Triggering Event, the Employer shall pay to the
Executive a severance benefit which shall be in addition to any other
compensation or remuneration to which the Executive is, or shall become,
entitled to receive from the Employer.  Each severance payment shall be paid
by the Employer to the Executive on the first day of each calendar month
commencing on the first day of the month next following the month in which the
Triggering Event occurred, and be payable to the Executive or his beneficiary
( as hereinafter provided) for thirty-five (35) consecutive months thereafter,
so that a total of thirty-six (36) consecutive monthly payments shall be made. 
The amount of each such payment shall be equal to one-twelfth (1/12) of the
Executive's annual base salary on the date of the Change In Control.  In
addition thereto, the Employer shall, at its expense, provide the Executive,
and his family, with life, health, disability and accidental death and
dismemberment insurance in an amount not less than that provided on the date
on which the Change In Control occurred, for the period during which the
monthly payments provided above are to be made.
 
                                               ARTICLE III
                                                    
                                    LIMITATION ON PAYMENT OF BENEFITS
 
     Notwithstanding anything to the contrary herein contained, in no event
shall any amount of severance payments be paid to the extent that such amount
constitutes "excess parachute payments" to a "disqualified individual," as
such terms are defined by Section 280G of the Internal Revenue Code of 1986,
as amended (26 USC 280G) and the regulations of the Secretary of the Treasury
or his delegate issued pursuant thereto.
 
                                               ARTICLE IV
                                                    
                                            PAYMENTS ON DEATH
 
     If the Executive shall die after the occurrence of a Triggering Event,
but prior to the payment of all of the monthly severance payments required by
Article II hereof, then all remaining severance payments shall be paid to the
beneficiary herein provided at the same time, and in the same amount, as would
have been payable to the Executive (in accordance with Article II hereof) had
he survived.  For this purpose, the Executive's beneficiary shall mean the
person or persons designated by the Executive in a notice to the Employer,
provided, however than any such designation shall be revocable during the
lifetime of the Executive, and in the event that the Executive shall have
given more than one such notice during his lifetime, the beneficiary
designated in the last such notice shall govern.  If the Executive shall not
have given such a notice prior to his death, the beneficiary shall be deemed
to be the same person that the Executive designated with respect to his group
life insurance program maintained by the Employer.
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FIRST COMMONWEALTH FINANCIAL CORPORATION
 
EXHIBIT 10.4 - Change in Control Agreement - Joseph E. O'Dell (Continued)
 
                                                ARTICLE V
                                                    
                                          VOLUNTARY TERMINATION
                                              OF EMPLOYMENT
 
     If the Executive shall resign, or otherwise voluntarily terminate, his
employment with the Employer within a one (1) year period commencing on the
date that a Change In Control occurred, and on the date of such resignation,
or other voluntary termination of employment, he has not yet attained the
earliest normal retirement date under the provisions of the Employer's
Employee Stock Ownership Plan, Profit-Sharing Plan, or other qualified pension
or profit-sharing plan of the Employer, then the Employer shall pay to the
Executive a severance benefit which shall commence on the first day of the
month following the date of such resignation or other termination of
employment and shall be payable thereafter for the same period, in the same
amount and under the same conditions as if such payments are made following a
Triggering Event in accordance with Article II hereof.
 
                                               ARTICLE VI
                                                    
                                         COMPETITIVE EMPLOYMENT
 
     If during the period that the Executive is receiving severance payments
as herein provided, he shall become an officer, director, employee or
consultant to a bank or bank holding company which provides (or whose
subsidiaries or affiliates provide) trust, loan or retail banking facilities
in the same county as such facilities are provided by any subsidiary or
affiliate of the Employer, and which is in direct competition with the
Employer, then the Employer may elect to notify the Executive by certified
mail, return receipt requested, that it considers the employment of the
Executive as competitive employment in accordance with this Article of this
Agreement.
     The Executive may, within sixty (60) days of receipt of such notice from
the Employer terminate such competitive employment and certify the same to the
Employer by certified mail, return receipt requested.  However, if he shall
fail to so terminate his employment and certify the same to the Employer
within sixty (60) days of receipt of the notice as herein provided, no
subsequent severance payments shall be due or payable following such sixtieth
day, notwithstanding any other provision of this Agreement.  However, this
provision shall in no event affect Executive's entitlement to receive all
severance payments due prior to the sixtieth day after receipt by the
Executive of such notice, nor shall it in any way require Executive not to
engage in such competitive employment.
 
                                               ARTICLE VII
                                                    
                                                 SETOFF
                                                    
     No amounts otherwise due or payable under this Agreement shall be subject
to setoff or counterclaim by either party hereto.
 
                                              ARTICLE VIII
                                                    
                                             ATTORNEY'S FEES
 
     All attorney's fees and related expenses incurred by Executive in
connection with or relating to the enforcement by him of his rights under this
agreement shall be paid for by the Employer.
 
                                               ARTICLE IX
                                                    
                                         SUCCESSORS AND PARTIES 
                                               IN INTEREST
 
     This Agreement shall be binding upon and shall inure to the benefit of
the Employer and its successors and assigns, including, without limitation,
any corporation which acquires, directly or indirectly, by purchase, merger,
consolidation or otherwise, all or substantially all of the business or assets
 
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FIRST COMMONWEALTH FINANCIAL CORPORATION
 
EXHIBIT 10.4 - Change in Control Agreement - Joseph E. O'Dell (Continued)
 
of the Employer.  Without limitation of the foregoing, the Employer shall
require any such successor, by agreement in form and substance satisfactory to
the Executive, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that it is required to be performed by the
Employer.
     This Agreement shall be binding upon and shall inure to the benefit of
the Executive, his heirs at law and his personal representatives.
 
                                                ARTICLE X
                                                    
                                               ATTACHMENT
                                                    
     Neither this Agreement nor any benefits payable hereunder shall be
subject to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge or to execution, attachment, levy or similar process at
law, whether voluntary or involuntary.
 
                                               ARTICLE XI
                                                    
                                           EMPLOYMENT CONTRACT
                                                    
     This Agreement shall not in any way constitute an employment agreement
between the Employer and the Executive and it shall not oblige the Executive
to continue in the employ of Employer, nor shall it oblige the Employer to
continue to employ the Executive, but it shall merely require the Employer to
pay severance benefits to the Executive under certain circumstances, as
aforesaid.
 
 
                                               ARTICLE XII
                                                    
                                        RIGHTS UNDER OTHER PLANS
                                             AND AGREEMENTS
                                                    
     The severance benefits herein provided shall be in addition to, and is
not intended to reduce, restrict or eliminate any benefit to which the
Executive may otherwise be entitled by virtue of his termination of employment
or otherwise.
 
                                              ARTICLE XIII
                                                    
                                                 NOTICES
                                                    
     All notices and other communications required to be given hereunder shall
be in writing and shall be deemed to have been delivered or made when mailed,
by certified mail, return receipt requested, if to the Executive, to the last
address which the Executive shall provide to the Employer, in writing, for
this purpose, but if the Executive has not then provided such an address, then
to the last address of the Executive then on file with the Employer; and if to
the Employer, then to the last address which the Employer shall provide to the
Executive, in writing, for this purpose, but if the Employer has not then
provided the Executive with such an address, then to:
 
                                           Corporate Secretary
                                First Commonwealth Financial Corporation
                                          Old Courthouse Square
                                          22 North Sixth Street
                                      Indiana, Pennsylvania  15701
                                                    
                                               ARTICLE XIV
                                                    
                                            GOVERNING LAW AND
                                              JURISDICTION
                                                    
     This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Pennsylvania, except for the laws governing
conflict of laws.  In the event that either party shall institute suit or
other legal proceeding, whether in law or equity, the Courts of the
 
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FIRST COMMONWEALTH FINANCIAL CORPORATION
 
EXHIBIT 10.4 - Change in Control Agreement - Joseph E. O'Dell (Continued)
 
Commonwealth of Pennsylvania shall have exclusive jurisdiction with respect
thereto.
 
                                               ARTICLE XV
                                                    
                                            ENTIRE AGREEMENT
                                                    
     This Agreement constitutes the entire understanding between the Employer
and the Executive concerning the subject matter hereof and supersedes all
prior written or oral agreements or understandings between the parties hereto. 
No term or provision of this Agreement may be changed, waived, amended or
terminated except by a written instrument of equal formality to this
Agreement.
 
     IN WITNESS WHEREOF, and as conclusive evidence of the adoption of this
Agreement, the parties have hereunto set their hands and seals as of the date
and your first above written.
 
 
 
 
 
 
     (Corporate Seal)                         FIRST COMMONWEALTH
                                              FINANCIAL CORPORATION
 
 
 
 
Attest:
 
/S/David R. Tomb                          By/S/E. James Trimarchi 
Corporate Secretary                         Chairman of the Board
                                            of Directors
 
 
 
 
 
/S/Wendy Kelly Reynolds                     /S/Joseph E. O'Dell
Witness                                       JOSEPH E. O'DELL