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Correspondence

 FOIA Confidential Treatment Request

 June 2, 2009

 By EDGAR

 Mr. Michael C. Volley

 United States Securities and

 Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop 4561

 RE:

 First Commonwealth Financial Corporation

 Form 10-K
for Fiscal Year Ended December 31, 2008

 Filed February 26, 2009

 Form 10-Q for the Quarterly Period Ended March 31, 2009

 Filed May 7, 2009

 File No. 1-11138

 Dear Mr. Volley:

 First Commonwealth Financial Corporation (the “Company,” “we,” “our” or “us”) has received your letter dated May 18, 2009 containing comments on the Company’s above
referenced Annual Report on Form 10-K, filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 26, 2009 and Quarterly Report on Form 10-Q filed by the Company with the Commission on May 7,
2009. This letter responds to each of the comments set forth in your letter.

 For convenience of reference, we have set forth your comments
in bold below, with the Company’s response following each comment.

 March 31, 2009 Form 10-Q

 Financial Statements

 Note 7 – Impairment of
Investment Securities, page 12

 United States Securities and

     Exchange Commission

 June 2, 2009

  Page
 2

1.
On page 20 you disclose that you use a discounted cash flow analysis to determine the fair value of your pooled trust preferred collateralized debt obligations. You also use a
discounted cash flow analysis to provide the best estimate of credit related other-than-temporary impairment for these securities.

a)
Please provide us with the cash flow analysis used to determine the fair value of PreTSL XIII at March 31, 2009. Please identify all of the key assumptions and explain how
you determined the assumptions were appropriate and consistent with the guidance in SFAS 157 and related interpretations. Specifically provide detailed information on how you determined the discount rate used and how you developed your liquidity
adjustment.

 The cash flow analysis used to determine the fair value of PreTSL XIII at March 31, 2009 is provided as
Exhibit A.

 In accordance with SFAS 157 and related interpretations, it is appropriate to determine fair value for trust preferred
collateralized debt obligations using a discounted cash flow analysis since there has been little or no active trading in the market for these securities over the past nine months. As indicated in paragraph 30 of SFAS 157, it is appropriate to use
our own assumptions about future cash flows and an appropriately risk-adjusted discount rate when determining fair value for a financial asset when relevant observable inputs are not available. In accordance with SFAS 157 and related
interpretations, our primary focus in determining fair value is to identify the return that a market participant would require for comparable securities traded in the market.

 The key assumptions used in measuring fair value include both the discount rate and variables used in preparing the cash flow projections. These variables include the estimate of future cash flows, credit worthiness
of the underlying banks and determination of probability of default of the underlying collateral. The following provides additional information for each of these variables:

•

 Estimate of Future Cash Flows – Cash flows are constructed in an INTEX cash flow model. INTEX is a proprietary cash flow model recognized as the industry
standard for analyzing all types of collateralized debt obligations. It includes each deal’s structural features updated with trustee information, including asset-by-asset detail, as it becomes available. The modeled cash flows are then used to
determine if all the scheduled principal and interest payments of our investments will be returned.

 Confidential treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been omitted and for which confidential treatment has
been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 June 2, 2009

  Page
 3

•

 Credit Analysis – A quarterly credit evaluation is performed for each of the 376 banks comprising the collateral across the various pooled trust preferred
securities. Our credit evaluation considers all evidence available to us and includes the nature of the issuer’s business, its years of operating history, corporate structure, loan composition, loan concentrations, deposit mix, asset growth
rates, geographic footprint and local economic environment. Our analysis focuses on profitability, return on assets, shareholders’ equity, net interest margin, credit quality ratios, operating efficiency, capital adequacy, and liquidity.

•

 Probability of Default – A probability of default is determined for each bank and is used to calculate the expected impact of future deferrals and defaults on
our expected cash flows. Each bank in the collateral pool is assigned a probability of default for each year until maturity. Banks currently in default or deferring interest payments are assigned a 100% probability of default. All other banks in the
pool are assigned a probability of default based on their unique credit characteristics and market indicators. In all cases, a 10% projected recovery rate is applied to projected defaults. The probability of default is updated quarterly.

 The discount rate used on March 31, 2009 for PreTSL XIII was based on the 3 month libor forward rate curve of 3.45%
plus adjustments aggregating 1,278 basis points. The resulting all-in discount rate for PreTSL XIII (used for all periods in the cash flow projection) was therefore 16.23%.

 In accordance with SFAS 157 and related interpretations, the discount rate is comprised of three components: market yield, nonperformance risk and
liquidity risk. At March 31, 2009, the discount rate for PreTSL XIII was calculated as follows:

 3 month libor

3.45
%

 Spread

9.82
%

 Market yield

13.27
%

 Nonperformance risk

.50
%

 Liquidity risk

2.46
%

 Total Discount Rate

16.23
%

1)
Market Yield - Because there is not an active market for trust preferred securities, the baseline for determining an appropriate discount rate is the current market yield for
comparable corporate credit products with a similar payment structure. Since PreTSL XIII is a libor based security, the determination of our market yield begins with the 3 month libor rate. At March 31, 2009, the market yield for PreTSL XIII
was determined by reference to yields on 19 single issue trust preferred securities and therefore includes the

 Confidential treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been omitted and for which confidential treatment has
been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 June 2, 2009

  Page
 4

credit and liquidity risk associated with those securities. The banks included in the single issue trust preferred list were chosen because they share
similar credit characteristics to the banks in our pooled trust preferred issues and these banks either issued into our pooled trust preferred securities or other similar pooled securities. Given all these factors, the single issue trust preferred
securities provide a good data point for determining market yields for our pooled trust preferred securities. The average current market yield for the 19 securities reflects the exchange traded pricing levels as of March 31, 2009 and provides a
spread of 982 basis points. Adding this spread to the 3 month libor average forward rate curve of 3.45% provides a total market yield of 13.27%.

 The table below provides detail for the single issue trust preferred securities used in determining the average current market yield.

 Single Issuer TruPS Pricing (3/31/2009)

 Company

Cusip

Maturity

Coupon

Par

Price

Yield

Spread*

 Associated Banc-Corp

00209E207

6/15/2032

7.63
%

$
25.00

$
16.75

11.86
%

8.627
%

 BancorpSouth, Inc.

05969E305

1/28/2032

8.15
%

$
25.00

$
24.78

8.24
%

5.006
%

 BB&T Corporation

05530J205

9/15/2063

8.95
%

$
25.00

$
22.05

10.20
%

6.965
%

 Capitol Bancorp Ltd.

14064B208

12/31/2027

8.50
%

$
10.00

$
4.20

20.92
%

17.683
%

 Citizens Republic Bancorp, Inc.

174687103

9/15/2066

7.50
%

$
25.00

$
25.29

25.29
%

22.054
%

 Independent Bank Corporation

44921B208

3/31/2033

8.25
%

$
25.00

$
12.35

17.51
%

14.274
%

 M&T Bank Corporation

55292C203

1/31/2068

8.50
%

$
25.00

$
23.17

9.21
%

5.976
%

 National Penn Bancshares, Inc.

62935R209

9/30/2032

7.85
%

$
25.00

$
20.00

10.09
%

6.853
%

 New York Community Bancorp, Inc.

64944P307

11/1/2051

6.00
%

$
50.00

$
30.10

10.24
%

6.998
%

 Old National Bancorp

67087Y209

4/15/2032

8.00
%

$
25.00

$
21.75

9.55
%

6.309
%

 Old Second Bancorp, Inc.

680280104

6/30/2033

7.80
%

$
10.00

$
6.00

13.40
%

10.160
%

 Popular, Inc.

73317W203

11/1/2033

6.70
%

$
25.00

$
12.25

14.16
%

10.926
%

 Regions Financial Corporation

7591EM107

6/15/2078

8.88
%

$
25.00

$
16.20

13.79
%

10.548
%

 Southwest Bancorp, Inc.

84480C205

9/15/2038

10.50
%

$
25.00

$
24.20

10.92
%

7.684
%

 Sterling Bancshares

85915Q206

9/26/2032

8.30
%

$
25.00

$
19.27

11.00
%

7.760
%

 Susquehanna Bancshares, Inc.

86910P201

12/12/2067

9.38
%

$
25.00

$
22.00

10.15
%

6.910
%

 Taylor Capital Group, Inc.

87216N205

10/21/2032

9.75
%

$
25.00

$
11.67

21.12
%

17.886
%

 Valley National Bancorp

92856Q203

12/15/2031

7.75
%

$
25.00

$
20.11

9.98
%

6.738
%

 Zions Bancorporation

989703202

9/1/2032

8.00
%

$
25.00

$
19.72

10.51
%

7.277
%

 *  Calculated by subtracting the March 31, 2009 30-Year Swap rate of 3.237% from the yield

3/31/2009 Average

    9.82
%

2)
Nonperformance Risk - Per SFAS 157 and related interpretations, when determining fair value, our discount rate should include adjustments for appropriate nonperformance risk,
which would incorporate both default and

 Confidential
treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been omitted and for which confidential treatment has been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 June 2, 2009

  Page
 5

collateral value risk. We accomplish this by stressing our collateral performance assumptions, with respect to defaults, recoveries and prepayments to
evaluate how sensitive the cash flows are to changes in future collateral performance. On the basis of this stress test, we then adjust our market-based spread to reflect the relative risks associated with the security we are evaluating. This
adjustment is determined by evaluating the strength of the collateral and the amount of cushion with respect to over collateralization and interest coverage test ratios. The level of nonperformance risk is based on management’s judgment of
market expectations for risks identified in the stress test. The amount of nonperformance risk is determined as follows:

 Stress Test

 Results as %
of Default Curve

Non-Performance
Risk
(in basis points)

 Less than 100%

300

 101% - 149%

100

 150% to 199%

50

 200% and over

0

 At March 31, 2009, the stress test for PreTSL XIII indicated impairment at 195% of the
default curve. As a result, an additional 50 basis points was added to the market yield for PreTSL XIII to incorporate additional default and collateral value risk.

 3) Liquidity Risk – Liquidity risk is captured in two ways. First the single issuer trust preferred spreads capture a significant amount of illiquidity as they are relatively illiquid. However, the illiquidity
discount inherent in the single issuer securities does not fully address the liquidity issue of trust preferred collateralized debt obligations. Based on our judgment of current market conditions, we have added an additional adjustment to account
for the liquidity risk equal to 25% of the average market yield spread for the single issuer trust preferred securities. As of March 31, 2009, this provided an additional 246 basis points (9.82% average market yield spread x 25%) spread for
PreTSL XIII.

b)
Please provide us with the cash flow analysis used to evaluate PreTSL XIII for other-than-temporary impairment.

 The cash flow analysis used to evaluate PreTSL XIII for other-than-temporary impairment as of March 31, 2009, is included as Exhibit B.

c)
We note your disclosure on page 17 of some of the variables in your discounted cash flow tests. Please revise your future filings as well as your response to identify all of the
key assumptions and explain how you determined the assumptions were appropriate and consistent with the

 Confidential treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been omitted and for which confidential treatment has
been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 June 2, 2009

  Page
 6

guidance in FSP FAS 115-2 and FAS 124-2 and related guidance. Specifically ensure that you address the following in your response and future filings:

 Internal Review Note: Per discussion with Mike Volley, SEC Staff Accountant, on May 19, 2009, the scope of our
response to question 1c. can be limited to PreTSL XIII.

•

 Discount rate – tell us how you determined the discount rate.

 As provided for in paragraph 24 of FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” our pooled
trust preferred collateralized debt obligations are assessed for other-than-temporary impairment within the scope of EITF 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to be Held by a Transferor in Securitized Financial Assets,” and FSP EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20,” by determining if an adverse change in cash flows expected to be
collected has occurred.

 In accordance with this guidance, when determining if there has been an adverse change in cash flows expected to
be collected, the cash flows are discounted at a rate equal to the current yield used to accrete the beneficial interest. Therefore, because we are carrying this security at its par value we use the contractual interest rate on PreTSL XIII which is
three month libor plus + 157 basis points.

•

 Probability of default – tell us the actual amount and percentage of deferrals and defaults experienced by the trust by quarter and compare these amounts to
your assumptions. Also tell us whether you have assumed a 10% recovery rate for defaults that have already occurred and tell us the lag upon which you will recover the amounts.

 In accordance with FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” we determine a probability
of default for each issuer which allows us to incorporate into our analysis the possibility that some cash flows are not likely to be collected before an actual event of default or cash shortfall happens. We believe our assumptions are appropriate
and consistent with FSP FAS 115-2 and FAS 124-2 as we incorporate the unique credit characteristics of each of the banks as well as other factors including but not limited to geographic footprint, local economic environment, nature of the issuers
business, and years of operating history.

 Confidential treatment requested
by First Commonwealth Financial Corporation. [***] indicates material that has been omitted and for which confidential treatment has been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 June 2, 2009

  Page
 7

 Exhibit C
provides information related to our assumptions for probability of defaults for each of the underlying banks in PreTSL XIII since Septe