FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar Amounts in Thousands) The original series A capital securities and series A junior subordinated deferrable interest debentures have since been exchanged for registered series B capital securities and registered series B junior subordinated deferrable interest debentures having the same economic terms as the original series A securities. The Trust will redeem all of the outstanding capital securities when the debentures are paid at maturity on September 1, 2029. Subject to receiving prior approval of the Board of Governors of the Federal Reserve System, the Corporation may redeem the debentures, in whole or in part, at any time on or after September 1, 2009, at a redemption price equal to 104.750% of the principal amount of the debentures on September 1, 2009, declining ratably on each September 1 thereafter to 100% on or after September 1, 2019, plus accrued and unpaid interest to the date of redemption. The Corporation may also redeem the debentures prior to September 1, 2009, upon the occurrence of certain tax and bank regulatory events, subject to receiving prior approval of the Board of Governors of the Federal Reserve System. If the Corporation redeems any debentures before their maturity, the Trust will use the cash it receives on the redemption of the debentures to redeem, on a pro rata basis, capital securities and common securities having an aggregate liquidation amount equal to the aggregate principal amount of the debentures redeemed. The net proceeds (after deduction of offering expenses and the initial purchaser’s commission) from the sale of the debentures to the Trust were approximately $34,200. The Corporation used the net proceeds from the issuance of the debentures to partially finance the purchase of 3,819,420 shares of its outstanding common stock (approximately 6.5% of its outstanding shares of common stock) pursuant to a “modified Dutch Auction” tender offer. Unamortized deferred issuance costs associated with the capital securities amounted to $909 as of December 31, 1999, and are being amortized on a straight-line basis over the term of the capital securities. The outstanding balance of the capital securities are included as a separate component of long-term debt on the Consolidated Balance Sheets while interest on the capital securities is included as a separate component of interest expense on the Consolidated Statements of Income. The amortization of the deferred issuance costs is included in interest expense from the capital securities on the Consolidated Statements of Income. At December 31, 2002 and 2001, the Corporation had 100,000,000 common shares authorized and 62,525,412 shares outstanding. Outstanding shares were reduced by 3,562,869 shares of treasury stock at December 31, 2002 and 4,073,788 shares at December 31, 2001. The Corporation may be required to issue additional shares to satisfy common share purchases related to the employee stock ownership plan described in NOTE 20. The dilutive effect of stock options outstanding on average shares outstanding in the diluted earnings per share reported on the income statement were 332,404, 232,579 and 59,742 shares at December 31, 2002, 2001 and 2000, respectively. NOTE 17— Common Share Commitments All Federal Home Loan Bank stock, along with an interest in unspecified mortgage loans and mortgage-backed securities, with an aggregate statutory value equal to the amount of the above advances, have been pledged as collateral with the Federal Home Loan Bank of Pittsburgh. Capital securities included in total long-term debt on the Consolidated Balance Sheets are excluded from Note 16, but are described in Note 15. Scheduled loan payments for other long-term debt are summarized below: 2003 2004 2005 2006 2007 Thereafter Loan payments $3,185 $3,222 $3,640 $2,650 $7,805 $524,432 2002 2001 Amount Rate Amount Rate ESOP loan due December 2005 $ 3,055 Libor +1% $ 4,126 Libor +1% Borrowings from FHLB due: November 2002 -0- 50,000 5.82% December 2002 -0-  50,000 5.71% September 2007 5,000  6.94%  5,000 6.94% February 2008 100,000  5.45% 100,000 5.45% February 2008 100,000  5.48% 100,000 5.48% May 2008  100,000  5.67%  100,000 5.67% November 2008 50,000  5.03% 50,000 5.03% December 2008 65,000  4.96% 65,000 4.96% February 2010  25,000  6.12% 25,000 6.12% December 2010  55,000  4.70% 55,000 4.70% April 2011 6,525  5.68% 7,121 5.68% February 2014  10,000  5.40% -0- March 2016  1,844  5.65%  1,935 5.65% December 2017 6,542  6.17% 6,798 6.17% June 2019 8,091  5.72% 8,375 5.72% April 2020 842  7.37%  865 7.37% March 2022 8,035  5.90% -0- $ 544,934 $ 629,220 Other Long-term debt at December 31, follows: NOTE 16— Other Long-term Debt 29