<PAGE>

                                                                    EXHIBIT 10.6

            CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
                 OF FIRST COMMUNITY BANK CORPORATION OF AMERICA

Audit Committee Purpose

         The Committee is appointed by the Board of Directors of First Community
         Bank Corporation of America (the "Company") to assist the Board in
         fulfilling its oversight responsibilities. The Audit Committee's
         primary duties and responsibilities are to:

         o        Monitor the integrity of the Company's financial reporting
                  process and systems of internal controls regarding finance,
                  account and legal compliance.

         o        Monitor the independence and performance of the Company's
                  independent auditors and internal auditing function (including
                  an outsource service provider).

         o        Provide an avenue of communication among the independent
                  auditors, management, the internal audit department (including
                  an outsource service provider) and the Board of Directors.

         o        The Company's Audit Committee will serve as the audit
                  committee for the Company and First Community Bank of America
                  (the "Bank") and may have joint meetings serving the audit
                  requirements of both the Company and the Bank.

         The Audit Committee has the authority to conduct any investigation
         appropriate to fulfilling its responsibilities, and it has direct
         access to the independent auditors as well as anyone in the Company.
         The Audit Committee must obtain full Board approval prior to retaining,
         at the Company's expense, special legal, accounting, or other
         consultants or experts, it deems necessary in the performance of its
         duties.

Audit Committee Composition and Meetings

         The Audit Committee shall meet the requirements of NASDAQ Rule
         4350(d)(2). Under this rule, the Audit Committee shall be comprised of
         a minimum of three (3) directors as determined by the Board, each of
         whom shall be independent non-executive directors, free from any
         relationship that would interfere with the exercise of his or her
         independent judgment.

         Audit Committee members shall be appointed by the Board. If an Audit
         Committee Chair is not designated or present, the members of the
         Committee may designate a Chair by majority vote of the Committee
         membership.

         The Committee shall meet at least four times annually separately or
         combined with the entire Board, subject to the majority of the
         independent directors present, or more frequently as circumstances
         dictate. The Audit Committee Chair shall prepare and/or approve an
         agenda in advance of each


            Charter of the Audit Committee of the Board of Directors

<PAGE>


         meeting. The Committee should meet privately in executive session at
         least annually with management, the independent auditor, and as a
         committee to discuss any matters that the Committee or each of these
         groups believe should be discussed.

Audit Committee Responsibilities and Duties

         Review Procedures
         -----------------

         1.       Review and reassess the adequacy of this Charter at least
                  annually. Submit the charter to the Board of Directors for
                  approval and have the charter published at least every three
                  years in the Company's proxy statement.

         2.       Review the Company's annual audited financial statements prior
                  to filing or distribution. Review should include discussion
                  with management and independent auditors of significant issues
                  regarding accounting principles, practices and judgments.

         3.       In consultation with the management, the independent auditors,
                  and any internal auditors, consider the integrity of the
                  Company's reporting processes and controls. Discuss
                  significant financial risk exposures and the steps management
                  has taken to monitor, control, and report such exposures.
                  Review significant findings prepared by the independent and
                  internal auditing department together with management's
                  responses.

         4.       Review with management and the independent auditors the
                  company's quarterly financial results prior to the release of
                  earnings and/or the company's quarterly financial statements
                  prior to filing or distribution. Discuss any significant
                  changes to the Company's accounting principles and any items
                  required to be communicated by the independent auditors in
                  accordance with AICPA SAS 61. The Chair of the Committee or a
                  member of the Committee acting as Chair, may represent the
                  entire Audit Committee for purposes of this review.

         Independent Auditors
         --------------------

         5.       The independent auditors are ultimately accountable to the
                  Audit Committee and the Board of Directors. The Audit
                  Committee shall review the independence and performance of the
                  auditors and annually recommend to the Board of Directors the
                  appointment of the independent auditors or approve any
                  discharge of auditors when circumstances warrant.

         6.       Approve the fees and other significant compensation to be paid
                  to the independent auditors.

         7.       The committee shall annually review the performance
                  (effectiveness, objectivity, and independence) of the external
                  auditors. The committee shall ensure receipt of a



            Charter of the Audit Committee of the Board of Directors

<PAGE>

                  formal written statement from the external auditors consistent
                  with standards set by the Independence Standards Board.
                  Additionally, the committee shall discuss with the auditor any
                  relationships or services that may affect auditor objectivity
                  or independence. If the committee is not satisfied with the
                  auditors' assurances of independence it shall take or
                  recommend to the full board appropriate action to ensure the
                  independence of the external auditor.

         8.       Review the independent auditors audit plan - discuss scope,
                  staffing, locations, reliance upon management, and internal
                  audit and general audit approach.

         9.       Prior to releasing the year-end earnings, discuss the results
                  of the audit with the independent auditors. Discuss certain
                  matters required to be communicated to audit committees in
                  accordance with AICPA SAS 61.

         10.      Consider the independent auditors' judgments about the quality
                  and appropriateness of the Company's accounting principles as
                  applied in its financial reporting.

Internal Audit and Legal Compliance
-----------------------------------

         11.      Review the budget, plan, changes in plan, activities,
                  organizational structure, and qualifications of the internal
                  audit department and/or outsource service provider, as needed.

         12.      Review the appointment, performance, and replacement of the
                  senior internal audit executive and/or outsource service
                  provider.

         13.      Review significant reports prepared by the outsourced internal
                  audit service provider together with management's response and
                  follow-up to these reports.

         14.      On at least an annual basis, review with the Company's
                  counsel, any legal matters that could have a significant
                  impact on the organization's financial statements, the
                  Company's compliance with applicable laws and regulations, and
                  inquiries received from regulators or governmental agencies.

Other Audit Committee Responsibilities
--------------------------------------

         15.      Annually prepare a report to the shareholders as required by
                  the Securities and Exchange Commission. The report should be
                  included in the Company's annual proxy statement.

         16.      Perform any other activities consistent with this Charter, the
                  Company's bylaws, and governing law, as the Committee or the
                  Board deems necessary or appropriate.

         17.      Maintain minutes of meetings and periodically report to the
                  Board of Directors on significant results of the foregoing
                  activities.



            Charter of the Audit Committee of the Board of Directors

<PAGE>


Effective: March 28, 2003

First Community Bank Corporation of America


/s/ Robert M. Menke                       /s/ Kenneth P. Cherven
--------------------------------------    --------------------------------------
Robert M. Menke, Chairman of the Board    Kenneth P. Cherven, Director


/s/ Edwin C. Hussemann                    /s/ James Macaluso
--------------------------------------    --------------------------------------
Edwin C. Hussemann, Director              James Macaluso, Director


/s/ David K. Meehan
--------------------------------------    --------------------------------------
David K. Meehan, Director                 Robert G. Menke, Director


/s/ G. Randaulph Poucher                  /s/ Ralph E. Stevens
--------------------------------------    --------------------------------------
G. Randaulph Poucher, Director            Ralph E. Stevens, Jr., Director















            Charter of the Audit Committee of the Board of Directors