**EXHIBIT 2PLAN OF ACQUISITION**

**AGREEMENT AND PLAN OF MERGER**

****          ThisAGREEMENT AND PLAN OF MERGER (this "Agreement") is made and enteredinto this 8th day of August 2003, by and among FIRST COMMONWEALTHFINANCIAL CORPORATION, a Pennsylvania corporation ("FirstCommonwealth"), FIRST COMMONWEALTH BANK, a Pennsylvania-chartered bankingcorporation and wholly-owned subsidiary of First Commonwealth("FCB"), PITTSBURGH FINANCIAL CORP., a Pennsylvania corporation("Pittsburgh Financial"), and PITTSBURGH SAVINGS BANK, d/b/a"BankPittsburgh," a Pennsylvania-chartered stock savings bank andwholly-owned subsidiary of Pittsburgh Financial ("BankPittsburgh").

**Recitals**

          A.          Therespective Boards of Directors of First Commonwealth and Pittsburgh Financialhave determined that the merger of Pittsburgh Financial with and into FirstCommonwealth (the "Merger"), upon the terms and subject to theconditions set forth in this Agreement and the plan of merger attached heretoas **ExhibitA** (the "Holding Company Plan of Merger"), would beadvisable and in the best interests of their respective shareholders, and haveapproved the Holding Company Plan of Merger and the Merger, pursuant to whicheach outstanding share of the common stock, $0.01 par value, of PittsburghFinancial ("Pittsburgh Financial Common Stock"), will be converted,at the election of each Pittsburgh Financial shareholder, into cash or sharesof the common stock, $1.00 par value, of First Commonwealth ("FirstCommonwealth Common Stock") as provided herein.  First Commonwealth will be the surviving corporation (the"Surviving Corporation").          B.          Afterthe Effective Time, BankPittsburgh will be merged with and into FCB (the"Bank Merger") pursuant to the Plan of Merger (the "Bank Plan ofMerger") attached hereto as **Exhibit B.**  FCB will be the surviving financial institution following theBank Merger.          C.          UnderPennsylvania law, the Holding Company Plan of Merger must be approved by theshareholders of Pittsburgh Financial. The Board of Directors of Pittsburgh Financial has resolved to recommendthat the shareholders of Pittsburgh Financial approve this Agreement and theMerger and the consummation of the transactions contemplated hereby upon theterms and subject to the conditions set forth herein.          D.          Concurrentlywith the execution and delivery of this Agreement, and as an inducement toFirst Commonwealth's willingness to enter into this Agreement, each directorand executive officer of Pittsburgh Financial has entered into an agreementwith First Commonwealth pursuant to which, among other things, they have agreedto vote in favor of approval of the transactions contemplated by this Agreementat the Pittsburgh Financial Shareholders' Meeting.          E.          Infurtherance thereof, the Boards of Directors of First Commonwealth andPittsburgh Financial have approved this Agreement and the Merger in accordancewith Pennsylvania law and upon the terms and subject to the conditions set forthherein.          F.          TheMerger is intended to qualify as a tax-free reorganization within the meaningof the provisions of Section 368 of the Code.

 

**Agreement**

          In consideration ofthe premises and the mutual covenants set forth herein and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows (capitalized terms in thisAgreement shall have the meanings set forth on **Exhibit C**):

**ARTICLE 1****BASIC TRANSACTION**

**          1.1         Merger.**  At the Effective Time, Pittsburgh Financialshall be merged with and into First Commonwealth pursuant to the terms andconditions set forth herein and in the Holding Company Plan of Merger andpursuant to the Pennsylvania Business Corporation Law ("PBCL"). Uponconsummation of the Merger, the separate existence of Pittsburgh Financialshall cease and First Commonwealth shall continue as the SurvivingCorporation.  The Articles ofIncorporation and Bylaws of First Commonwealth, as in effect immediately priorto the Effective Time, shall be the Articles of Incorporation and Bylaws of theSurviving Corporation. The effects of the Merger shall be as provided inSection 1929 of the PBCL. 

**          1.2         BankMerger.** At the time selected by First Commonwealth after the EffectiveTime, BankPittsburgh shall be merged into FCB pursuant to the terms andconditions set forth herein and in the Bank Plan of Merger and pursuant to the PennsylvaniaBanking Code of 1965, as amended ("PBC"). Upon consummation of theBank Merger, the separate existence of BankPittsburgh shall cease and FCB shallcontinue as the surviving financial institution.  The Articles of Incorporation and Bylaws of FCB, in effectimmediately prior to the consummation of the Bank Merger, shall be the Articlesof Incorporation and Bylaws of the surviving financial institution. The effectsof the Merger shall be as provided in Section 1601 *et. seq.* of the PBC.  By signing this Agreement, FirstCommonwealth and Pittsburgh Financial consent to and approve the Bank Merger intheir capacities as the sole shareholders of FCB and BankPittsburgh, subject tothe consummation of the Merger.

**          1.3         EffectiveTime.**  As soonas practicable after each of the conditions set forth in Article 6hereofhave been satisfied or waived, First Commonwealth and Pittsburgh Financial willfile, or cause to be filed, with the Secretary of State of the Commonwealth ofPennsylvania Articles of Merger in the form required by and executed inaccordance with the applicable provisions of the PBCL. The Merger shall becomeeffective upon filing the Articles of Merger with the Pennsylvania Secretary ofState (the "Effective Time"). 

**          1.4         Conversionof Pittsburgh Financial Common Stock.**  Atthe Effective Time:

                                   (a)          Subjectto the allocation procedures set forth in Section 1.10(d),and except as provided inSection 1.5, each share of Pittsburgh Financial Common Stock issued andoutstanding immediately prior to the Effective Time shall, by virtue of theMerger and without any action on the part of the holder thereof, be convertedinto the right to receive from First Commonwealth, at the election of theholder thereof, either: 

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                                                 (i)       cashin an amount equal to $20.00 per share (the "Per Share CashConsideration"); or                                                  (ii)      anumber of shares of First Commonwealth Common Stock which is equal to theExchange Ratio.                                     (b)          Theholders of certificates representing shares of Pittsburgh Financial CommonStock shall cease to have any rights as stockholders of Pittsburgh Financial,except such rights, if any, as they may have pursuant to the PBCL. Except asprovided above, until certificates representing shares of Pittsburgh FinancialCommon Stock are surrendered for exchange, each certificate shall, after theEffective Time, represent for all purposes only the right to receive the amountand type of consideration into which the shares of Pittsburgh Financial CommonStock represented thereby shall have been converted by the Merger as providedabove.                                    (c)          Thestock transfer books of Pittsburgh Financial shall be closed and no transfer ofshares of Pittsburgh Financial Common Stock shall be made thereafter. 

**          1.5         PFCTreasury Stock; Shares owned by First Commonwealth.**  Notwithstandingany other provision of this Agreement, any shares of Pittsburgh FinancialCommon Stock issued and outstanding immediately prior to the Effective Timewhich are then owned beneficially or of record (a) by Pittsburgh Financial orby any Pittsburgh Financial Subsidiary or (b) by First Commonwealth or anyFirst Commonwealth Subsidiary, in each case other than in a fiduciary capacityor as a result of debts previously contracted, shall, by virtue of the Merger,be canceled without payment of any consideration therefor and without anyconversion thereof.**          1.6         FirstCommonwealth Common Stock.** The shares of First Commonwealth Common Stock issued and outstandingimmediately prior to the Effective Time shall, on and after the Effective Time,remain issued and outstanding as shares of First Commonwealth Common Stock. **          1.7         FractionalShares.**  Notwithstanding any other provisionhereof, no fractional shares of First Commonwealth Common Stock and nocertificates or scrip therefor, or other evidence of ownership thereof, will beissued in the Merger.  In lieu offractional shares, First Commonwealth shall pay to each Pittsburgh FinancialShareholder who would otherwise be entitled to a fractional share an amount incash determined by multiplying such fraction by the Average Closing Price. **          1.8         Anti-Dilution.**  In the event First Commonwealth changes thenumber of shares of First Commonwealth Common Stock issued and outstandingbetween the date hereof and the Effective Time as a result of a stock split,stock dividend or recapitalization with respect to the outstanding FirstCommonwealth Common Stock and the record date therefor shall be prior to theEffective Date of the Merger, the Exchange Ratio shall be proportionatelyadjusted. **          1.9         PittsburghFinancial Options.**

                                   (a)          Atthe Effective Time, each option granted by Pittsburgh Financial to purchaseshares of Pittsburgh Financial Common Stock (each, a "Pittsburgh Financial

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Option") pursuant to the Pittsburgh Financial Stock Option Plans which isoutstanding and unexercised immediately prior thereto, whether or not thenvested or exercisable, will, at the election of the individual holders of thePittsburgh Financial Options, be either:                                                 (i)       cancelledand all rights thereunder be extinguished ("Cancelled OptionHolder"), in consideration for which Pittsburgh Financial shall makepayment immediately prior to the Effective Time in an amount determined bymultiplying (A) the number of shares of Pittsburgh Financial Common Stockunderlying such Pittsburgh Financial Option by (B) an amount equal to theexcess (if any) of (1) the Per Share Cash Consideration, over (2) the exerciseprice per share of such Pittsburgh Financial Option; or                                                 (ii)      convertedautomatically into a fully vested option to purchase shares of FirstCommonwealth Common Stock ("Continuing Option Holder") in an amount,for a term and at an exercise price determined as provided below (and otherwisesubject to the terms of the particular Pittsburgh Financial Option Planpursuant to which each such Pittsburgh Financial Option was issued, theagreements evidencing grants thereunder and any other agreements betweenPittsburgh Financial and an optionee regarding Pittsburgh Financial Optionswhich have been delivered to First Commonwealth prior to or as of the date ofthis Agreement):                                                          (A)        thenumber of shares to be subject to the new option shall be equal to the productof the number of shares of Pittsburgh Financial Common Stock subject to thePittsburgh Financial Option immediately prior to the Effective Time and theExchange Ratio, provided that any fractional shares of First CommonwealthCommon Stock resulting from such multiplication shall be rounded down to thenearest whole share;                                                          (B)        theexercise price per share of First Commonwealth Common Stock under the newoption shall be equal to the exercise price per share of the PittsburghFinancial Common Stock under the Pittsburgh Financial Option divided by theExchange Ratio, provided that such exercise price shall be rounded to thenearest cent; and                                                          (C)        theterm or duration of the new option shall be the same as that of the PittsburghFinancial Option.The adjustment provided herein with respect to any options which are"incentive stock options" (as defined in Section 422 of the Code)shall be and is intended to be effected in a manner which is consistent withSection 424(a) of the Code and, to the extent it is not so consistent, Section424(a) shall override anything to the contrary contained herein.  The duration and other terms of the newoption shall be the same as the original option except as provided for aboveand all references to Pittsburgh Financial shall be deemed to be references toFirst Commonwealth.                                   (b)          Inorder for any Continuing Option Holder to have his or her Pittsburgh FinancialOptions converted into an option to purchase First Commonwealth Common Stock asset forth in Section 1.9(a) or for a Cancelled Option Holder to have his or herPittsburgh Financial Option converted into the right to receive cash, suchContinuing Option Holder or Cancelled Option Holder shall have executed awritten election with respect to such conversion or cancellation no later thanthe Election Deadline, which written election shall be in 

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such form as shall be prescribed by First Commonwealth and reasonablysatisfactory to Pittsburgh Financial. No payment shall be made to a Cancelled Option Holder unless and untilsuch holder has executed and delivered the foregoing written election.  In the event any holder of a PittsburghFinancial Option fails to make an election within the time frame set forthherein, the Pittsburgh Financial Option held thereby shall automatically beconverted at the Effective Time into an option to purchase First CommonwealthCommon Stock in the amount and at the exercise price as calculated pursuant toSection 1.9(a)(ii) hereof.                                   (c)          Priorto the Effective Time, First Commonwealth shall reserve for issuance the numberof shares of First Commonwealth Common Stock necessary to satisfy FirstCommonwealth's obligations under Section 1.9(a) hereof.  Promptly after the Effective Time (but noevent later than twenty business days thereafter), First Commonwealth shallfile a registration statement on Form S-8 with respect to the shares of FirstCommonwealth Common Stock issued pursuant to Section 1.9(a) hereof, and shallmaintain the current status of the prospectus contained therein, as well ascomply with applicable state securities or "blue sky" laws, for solong as such options remain outstanding.                                   (d)          Priorto the Effective Time, Pittsburgh Financial shall take or cause to be taken allactions required under the Pittsburgh Financial Option Plans to provide for theforegoing.**          1.10        Electionand Exchange Procedures.**

                                   (a)          FirstCommonwealth shall designate The Bank of New York (or another bank selected byFirst Commonwealth and reasonably acceptable to Pittsburgh Financial) as agent(the "Exchange Agent") for purposes of conducting the election procedureand the exchange procedure as described in this Section 1.10. FirstCommonwealth shall use reasonable commercial efforts to cause the ExchangeAgent, no later than three (3) business days following the Effective Time, tomail or otherwise make available to each holder of record of a certificate orcertificates that immediately prior to the Effective Time represented issuedand outstanding shares of Pittsburgh Financial Common Stock (i) a notice andletter of transmittal (which shall specify that delivery shall be effected andrisk of loss of the certificates formerly representing shares of PittsburghFinancial Common Stock shall pass only upon proper delivery of suchcertificates to the Exchange Agent) advising such holder of the effectivenessof the Merger and the procedure for surrendering to the Exchange Agent suchcertificate or certificates in exchange for the consideration set forth inSection 1.4 and (ii) an election form ("Election Form") which shallpermit each holder (or in the case of nominee record holders, the beneficialowner through proper instructions and documentation) (A) to elect to receiveFirst Commonwealth Common Stock with respect to all of such holder's PittsburghFinancial Common Stock as provided in Section 1.4(a)(ii) ("Stock ElectionShares"), (B) to elect to receive cash with respect to all of suchholder's Pittsburgh Financial Common Stock as provided in Section 1.4(a)(i)("CashElection Shares"), or (C) to indicate that such holder makes no suchelection with respect to such holder's shares of Pittsburgh Financial CommonStock ("No-Election Shares"). Nominee record holders who hold Pittsburgh Financial Common Stock onbehalf of multiple beneficial owners shall indicate how many of the shares heldby them are Stock Election Shares, Cash Election Shares and No-ElectionShares.  Any shares of PittsburghFinancial Common Stock with respect to which the holder thereof shall not, asof the Election 

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Deadline (as defined below), have made such an election by submissionto the Exchange Agent of an effective, properly completed Election Form shallbe deemed to be No-Election Shares.                                     (b)          Theterm "Election Deadline" shall mean 5:00 p.m., Eastern Time, twenty(20) business days following but not including the date of mailing of theElection Form.                                    (c)          Anyelection to receive First Commonwealth Common Stock or cash shall have beenproperly made only if the Exchange Agent shall have actually received aproperly completed Election Form by the Election Deadline.  An Election Form will be properly completedonly if all information called for by the Election Form is provided and only ifaccompanied by a certificate or certificates representing all shares ofPittsburgh Financial Common Stock covered thereby, subject to the provisions ofsubsection (h) of this Section 1.10. Any Election Form may be revoked orchanged by the person submitting such Election Form to the Exchange Agent bywritten notice to the Exchange Agent only if such notice is actually receivedby the Exchange Agent at or prior to the Election Deadline. The Exchange Agentshall have reasonable discretion to determine when any election, modificationor revocation is received and whether any such election, modification orrevocation has been properly made.                                    (d)          Withinfive (5) business days after the Election Deadline, the Exchange Agent shalleffect the allocation among Pittsburgh Financial Shareholders of rights toreceive First Commonwealth Common Stock or cash in the Merger as follows:                                                  (i)       Ifthe number of Cash Election Shares times the Per Share Cash Consideration isless than the Aggregate Cash Consideration, then:                                                           (A)        No-ElectionShares shall be deemed to be Cash Election Shares to the extent necessary tocause the total number of Cash Election Shares times the Per Share CashConsideration to equal the Aggregate Cash Consideration. If less than all ofthe No-Election Shares need to be treated as Cash Election Shares in order toaccomplish that result, then the Exchange Agent shall select which No-ElectionShares shall be treated as Cash Election Shares in such manner as the ExchangeAgent shall determine, and all remaining No-Election Shares shall be treated asStock Election Shares.                                                           (B)        Ifall of the No-Election Shares are treated as Cash Election Shares under thepreceding subsection and the total number of Cash Election Shares times the PerShare Cash Consideration is still less than the Aggregate Cash Consideration,then the Exchange Agent shall convert on a pro rata basis (subject to roundingto avoid the conversion of fractional shares) a sufficient number of StockElection Shares into Cash Election Shares to cause the total number of CashElection Shares after such conversion times the Per Share Cash Consideration toequal the Aggregate Cash Consideration.Notwithstanding the foregoing, if the number of Cash Election Shares times thePer Share Cash Consideration is less than the Aggregate Cash Consideration,First Commonwealth may, in its sole discretion, elect to reduce the AggregateCash Consideration to an amount not less than the product of the Cash ElectionShares times the Per Share Cash Consideration and apply the foregoingallocation procedure (if necessary) using the Aggregate Cash Consideration asso reduced.

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                                                 (ii)      Ifthe number of Cash Election Shares times the Per Share Cash Consideration isgreater than the Aggregate Cash Consideration, then:                                                           (A)        AllNo-Election Shares shall be deemed to be Stock Election Shares.                                                           (B)        TheExchange Agent shall convert on a pro rata basis (subject to rounding to avoidthe conversion of fractional shares) a sufficient number of Cash ElectionShares into Stock Election Shares to cause the number of remaining CashElection Shares times the Per Share Cash Consideration to equal the AggregateCash Consideration.                                    (e)          Followingany reallocation (if necessary) under subsection (d) of this Section 1.10, allStock Election Shares and all No-Election Shares will be converted into theright to receive First Commonwealth Common Stock and all Cash Election Sharesshall be converted into the right to receive the Per Share Cash Consideration.                                    (f)          Atthe Effective Time, First Commonwealth shall deliver to the Exchange Agent thenumber of shares of First Commonwealth Common Stock issuable and the amount ofcash payable in the Merger (which shall be held by the Exchange Agent in trustfor the holders of Pittsburgh Financial Common Stock).  Pending payment, the cash so delivered shallbe invested only in deposit accounts of an FDIC-insured institution, directobligations of the U.S. Government or obligations issued or guaranteed by anagency thereof which carry the full faith and credit of the United States, andall interest earned on such cash shall be paid to First Commonwealth. TheExchange Agent shall use its reasonable commercial efforts to distribute FirstCommonwealth Common Stock and cash as provided herein, not later than ten (10)business days after the Election Deadline to the former shareholders of PittsburghFinancial who submitted a properly completed letter of transmittal and ElectionForm prior to the Election Deadline. The Exchange Agent shall not be entitled to vote or exercise any rightsof ownership with respect to the shares of First Commonwealth Common Stock heldby it from time to time hereunder, except that it shall receive and hold alldividends or other distributions paid or distributed with respect to suchshares for the account of the persons entitled thereto.                                    (g)          Afterthe completion of the foregoing allocation, each holder of an outstandingcertificate or certificates which prior thereto represented shares ofPittsburgh Financial Common Stock who surrenders such certificate orcertificates to the Exchange Agent will, upon acceptance thereof by theExchange Agent, be entitled to a certificate or certificates representing thenumber of full shares of First Commonwealth Common Stock and/or the amount ofcash into which the aggregate number of shares of Pittsburgh Financial CommonStock previously represented by such certificate or certificates surrenderedshall have been converted pursuant to this Agreement and, if such holder'sshares of Pittsburgh Financial Common Stock have been converted into FirstCommonwealth Common Stock, cash in lieu of fractional shares, and anydistribution previously paid with respect to First Commonwealth Common Stockissuable in the Merger for which the record date was on or after the EffectiveDate, in each case without interest. The Exchange Agent shall accept suchcertificates upon compliance with such reasonable terms and conditions as theExchange Agent may impose to effect an orderly exchange thereof in accordancewith normal exchange practices. Each outstanding certificate which prior to theEffective Time represented Pittsburgh Financial 

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Common Stock and which is not surrendered to the Exchange Agent inaccordance with the procedures provided for herein shall, except as otherwiseherein provided, until duly surrendered to the Exchange Agent, be deemed toevidence ownership of the number of shares of First Commonwealth Common Stockor the right to receive the amount of cash into which such Pittsburgh FinancialCommon Stock shall have been converted. No dividends which have been declaredwill be remitted to any person entitled to receive shares of First CommonwealthCommon Stock under this Section 1.10 until such person surrenders thecertificate or certificates representing Pittsburgh Financial Common Stock, atwhich time such dividends shall be remitted to such person without interest.                                    (h)          FirstCommonwealth shall not be obligated to deliver cash and/or a certificate orcertificates representing shares of First Commonwealth Common Stock to which aPittsburgh Financial Shareholder would otherwise be entitled as a result of theMerger until such holder surrenders the certificate or certificatesrepresenting the shares of Pittsburgh Financial Common Stock for exchange asprovided in this Section 1.10, or, in default thereof, an appropriate affidavitof loss and indemnity agreement and/or a bond as may be required by theExchange Agent. If any certificates evidencing shares of First CommonwealthCommon Stock are to be issued in a name other than that in which thecertificate evidencing Pittsburgh Financial Common Stock surrendered inexchange therefor is registered, it shall be a condition of the issuancethereof that the certificate so surrendered shall be properly endorsed oraccompanied by an executed form of assignment separate from the certificate,with all signatures guaranteed, and otherwise in proper form for transfer andthat the person requesting such exchange pay to the Exchange Agent any transferor other tax required by reason of the issuance of a certificate for shares ofFirst Commonwealth Common Stock in any name other than that of the registeredholder of the certificate surrendered or otherwise establish to thesatisfaction of the Exchange Agent that such tax has been paid or is notpayable.                                    (i)          Anyportion of the shares of First Commonwealth Common Stock and cash delivered tothe Exchange Agent by First Commonwealth pursuant to Section 1.10(f) thatremains unclaimed by the Pittsburgh Financial Shareholders for six months afterthe Effective Time (as well as any proceeds from any investment thereof) shallbe delivered by the Exchange Agent to First Commonwealth. Any PittsburghFinancial Shareholders who have not complied with Section 1.10(g) before theexpiration of such six month period shall thereafter look only to FirstCommonwealth for the consideration deliverable to such shareholder in theMerger as determined pursuant to this Agreement, without any interest thereon.If outstanding certificates for shares of Pittsburgh Financial Common Stock arenot surrendered or the payment for them is not claimed prior to the date onwhich such shares of First Commonwealth Common Stock or cash would otherwiseescheat to or become the property of any governmental unit or agency, theunclaimed items shall, to the extent permitted by abandoned property and anyother applicable law, become the property of First Commonwealth (and to theextent not in its possession shall be delivered to it), free and clear of allclaims or interest of any person previously entitled to such property. Neitherthe Exchange Agent nor any party to this Agreement shall be liable to anyholder of stock represented by any certificate for any consideration paid to apublic official pursuant to applicable abandoned property, escheat or similarlaws. First Commonwealth and the Exchange Agent shall be entitled to rely uponthe stock transfer books of Pittsburgh Financial to establish the identity ofthose persons entitled to receive consideration specified in this Agreement,which books shall be conclusive with respect 

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thereto. In the event of a dispute with respect to ownership of stockrepresented by any certificate, First Commonwealth and the Exchange Agent shallbe entitled to deposit any consideration represented thereby in escrow with anindependent third party and thereafter be relieved with respect to any claimsthereto. **          1.11        WithholdingRights.**  FirstCommonwealth (through the Exchange Agent, if applicable) shall be entitled todeduct and withhold from any amounts otherwise payable pursuant to thisAgreement to any Pittsburgh Financial Shareholder such amounts as FirstCommonwealth is required under the Code or any provision of state, local orforeign tax law to deduct and withhold with respect to the making of suchpayment.  Any amounts so withheld shallbe treated for all purposes of this Agreement as having been paid to thePittsburgh Financial Shareholder in respect of which such deduction andwithholding was made by First Commonwealth. **          1.12        Closing.**  The closing of the transactions contemplatedby this Agreement (the "Closing") shall take place as soon aspracticable after the satisfaction or waiver of all of the conditions toClosing, and shall be on such date, time and location as First Commonwealth andPittsburgh Financial shall mutually agree. If all conditions to the obligationsof each of the parties shall have been satisfied or waived by the party entitledto the benefits thereof, the parties shall, at the Closing, duly execute theArticles of Merger for filing with the Pennsylvania Secretary of State andpromptly thereafter shall take all steps necessary or desirable to consummatethe Merger in accordance with all applicable laws, rules and regulations andthe Holding Company Plan of Merger.  Thedate on which the Closing actually occurs is herein referred to as the"Closing Date." The Bank Merger will be consummated after the Mergerat a time selected by First Commonwealth and pursuant to the terms of the BankPlan of Merger.  

**ARTICLE 2****REPRESENTATIONS ANDWARRANTIES OF FIRST COMMONWEALTH AND FCB**

          To inducePittsburgh Financial to enter into this Agreement, First Commonwealth and FCBrepresent and warrant as follows, which representations and warranties arebeing made as of the date of this Agreement and shall be deemed to be madeagain as of the Closing: **          2.1          Organizationand Corporate Authority of First Commonwealth.**  First Commonwealth is a corporation dulyorganized, validly existing and in good standing under the laws of theCommonwealth of Pennsylvania. First Commonwealth is registered with the Boardof Governors of the Federal Reserve System (the "FRB") as a bank holdingcompany under the Bank Holding Company Act of 1956, as amended("BHCA"), and engages only in activities permitted by the BHCA andthe rules and regulations promulgated by the Federal Reserve Board thereunder.First Commonwealth (i) has the requisite corporate power and authority to own,operate and lease its material properties and carry on its businesses as theyare currently being conducted and (ii) is in good standing and is dulyqualified to do business in each jurisdiction where such qualification isnecessary and where the failure to so qualify would individually or in theaggregate have a Material Adverse Effect on First Commonwealth. Each FirstCommonwealth Subsidiary is duly organized, validly existing and in goodstanding under the laws of the state or jurisdiction of its organization and(a) has the requisite corporate power and 

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authority to own, operate and lease its material properties and tocarry on its business as it is currently being conducted and (b) is in goodstanding and is duly qualified to do business in each jurisdiction where suchqualification is necessary and where the failure to so qualify wouldindividually or in the aggregate have a Material Adverse Effect on FirstCommonwealth. **          2.2          Organizationand Qualification of FCB.** FCB is a Pennsylvania-chartered banking corporation, duly organized,validly existing and in good standing under the laws of the Commonwealth ofPennsylvania and engages only in activities (and holds properties only of thetypes) permitted by the Commonwealth of Pennsylvania and the rules andregulations promulgated thereunder by the Pennsylvania Department of Banking(the "PDB") and the Federal Deposit Insurance Corporation (the"FDIC") for insured depository institutions. FCB's deposit accountsare insured by the FDIC to the fullest extent permitted under applicable law. **          2.3          Authority.**

                                   (a)          Subjectto obtaining the consents and approvals set forth in Section 2.5,  First Commonwealth and FCB each have fullpower and authority to make, execute and perform this Agreement and toconsummate the transactions contemplated hereby, and no further action isnecessary on the part of First Commonwealth or FCB to authorize the consummationof the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of FirstCommonwealth and FCB and is enforceable against each of First Commonwealth andFCB in accordance with its terms, except as limited by laws affectingcreditors' rights generally and subject to general principles of equity.                                    (b)          Subjectto obtaining the consents and approvals set forth in Section 2.5, theexecution, delivery and performance of this Agreement and the transactionscontemplated hereby will not, with or without the giving of notice or thepassage of time, or both, (a) violate any provision of any law or regulationapplicable to First Commonwealth or FCB; (b) violate any provision of therespective articles of incorporation, charter, or bylaws of First Commonwealthor FCB; (c) conflict with or result in a breach of any provision of, ortermination of, or constitute a default under any instrument, license,agreement or commitment to which either First Commonwealth or FCB is a party;or (d) constitute a violation of any order, judgment or decree to which eitherFirst Commonwealth or any First Commonwealth Subsidiary is a party, or by whicheither First Commonwealth, any First Commonwealth Subsidiary, or any of theirrespective assets or properties are bound, except, with respect to (a), (c) and(d) above, such as individually or in the aggregate will not have a MaterialAdverse Effect on First Commonwealth and the First Commonwealth Subsidiariestaken as a whole and which will not prevent or delay the consummation of thetransactions contemplated hereby.**          2.4          NoLegal Bar.**  NeitherFirst Commonwealth nor any First Commonwealth Subsidiary is a party to, subjectto or bound by any agreement, judgment, order, letter of understanding, writ,prohibition, injunction or decree of any court or other governmental authorityor body of competent jurisdiction or any law which would prevent the executionof this Agreement by First Commonwealth or FCB, its delivery thereof toPittsburgh Financial and BankPittsburgh or (upon receipt of the consents andapprovals set forth in Section 2.5) the consummation of the transactionscontemplated hereby, and no action or proceeding is pending or, to theKnowledge of First Commonwealth, threatened against First Commonwealth or any 

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First Commonwealth Subsidiary in which the validity of this Agreement,any of the transactions contemplated hereby, or any action which has been takenby any of the Parties in connection herewith or in connection with any of thetransactions contemplated hereby is at issue. **          2.5          Approvals,Consents and Filings.** Except for the approval of the Merger by the FRB, the approval of theBank Merger by the FDIC and the PDB, the declaration of effectiveness of theRegistration Statement and approval of the Proxy Statement by the SEC, theapproval of First Commonwealth's additional listing application for the listingof the First Commonwealth Common Stock to be issued in the Merger on the NYSEand the filing of the Articles of Merger with the Pennsylvania Secretary ofState, neither the execution and delivery of this Agreement by FirstCommonwealth or FCB nor the consummation of the transactions contemplated hereby,requires any consent, approval, authorization or permit of, or filing with ornotification to, any governmental or regulatory authority or other third party.**          2.6          FinancialStatements.**  FirstCommonwealth has filed all forms, reports and documents with the SEC requiredto be filed by it pursuant to the Securities Act or the Exchange Act sinceJanuary 1, 2000 (the "First Commonwealth Filings"), all of which havecomplied in all material respects with all applicable requirements of theSecurities Act and the Exchange Act. None of the First Commonwealth Filings, including, without limitation,any financial statements or schedules included therein, at the time filed,contained any untrue statement of a material fact or omitted to state amaterial fact required to be stated therein or necessary in order to make thestatements therein, in light of the circumstances under which they were made,not misleading.  The audited andunaudited consolidated financial statements of First Commonwealth included inthe First Commonwealth Filings have been prepared in accordance with GAAPapplied on a consistent basis (except as stated in such financial statementsand except as permitted by applicable SEC regulations) and fairly present thefinancial position of First Commonwealth as of the dates thereof and theresults of operations for the periods presented therein, subject, in the caseof unaudited financial statements, to normal year-end audit adjustments.**          2.7          NoMaterial Adverse Change.** Since December 31, 2002 there has not been any Material Adverse Changein First Commonwealth or FCB. **          2.8          Capitalizationof First Commonwealth.** The authorized capital stock of First Commonwealth consists of100,000,000 shares of First Commonwealth Common Stock and 3,000,000 shares ofpreferred stock, $1.00 par value per share. As of June 30, 2003, 59,071,871shares of First Commonwealth Common Stock were issued and outstanding,3,453,537 shares of First Commonwealth Common Stock were held by FirstCommonwealth as treasury stock and no shares of the preferred stock were issuedand outstanding. All of the outstanding First Commonwealth Common Stock is dulyauthorized, validly issued, fully paid and nonassessable and has not been issuedin violation of any preemptive rights of any First Commonwealth shareholder. Theshares of First Commonwealth Common Stock to be issued in the Merger, whendelivered as specified in this Agreement, will be duly authorized, validlyissued, fully paid and nonassessable and registered pursuant to the effectiveRegistration Statement under the Securities Act.**          2.9          Capitalizationof FCB.**  Theauthorized capital stock of FCB consists of 100,000,000 shares of common stockhaving a par value of $1.00 per share. As of the date of this 

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Agreement, 44,098,000 shares of FCB's common stock were issued andoutstanding, and no shares of FCB's common stock were held by FCB as treasurystock. All of the outstanding common stock of FCB is held beneficially and ofrecord by First Commonwealth, free and clear of any lien, claim, securityinterest, encumbrance, charge, restriction or right of any third party of anykind whatsoever. All of the outstanding shares of FCB common stock are validlyissued, fully-paid and nonassessable and have not been issued in violation ofany preemptive rights of any shareholder of FCB. There are no outstandingsecurities or other obligations which are convertible into FCB common stock orinto any other equity or debt security of FCB, and there are no outstandingoptions, warrants, rights, scrip, rights to subscribe to, calls or othercommitments of any nature which would entitle the holder, upon exercisethereof, to be issued FCB common stock or any other equity or debt security ofFCB.**          2.10         Disclosure.**  The representations or warranties made byFirst Commonwealth and FCB as set forth in this Agreement, or in any document,statement, certificate or other writing furnished or to be furnished by FirstCommonwealth and FCB to Pittsburgh Financial pursuant to the transactionscontemplated by this Agreement, do not and will not contain any untruestatement of a material fact or omit to state a material fact required to bestated herein or therein which is necessary to make the statements and factscontained herein or therein, in light of the circumstances under which theywere or are made, not false or misleading. 

**ARTICLE 3****REPRESENTATIONS ANDWARRANTIES OF PITTSBURGH FINANCIAL AND BANKPITTSBURGH**

          To induce FirstCommonwealth and FCB to enter into this Agreement, Pittsburgh Financial andBankPittsburgh represent and warrant as follows (which representations andwarranties are being made as of the date of this Agreement and shall be deemedto be made again as of the Closing), except as set forth in the disclosureschedule attached hereto as **Exhibit D** (the "PittsburghFinancial Disclosure Schedule"), the section numbers of which are numberedto correspond to the sections of this Agreement to which they refer: **          3.1          Organizationand Qualification of Pittsburgh Financial and Subsidiaries.**  Pittsburgh Financial is a corporation dulyorganized, validly existing and in good standing under the laws of theCommonwealth of Pennsylvania. Pittsburgh Financial is registered with the FRBas a financial holding company under the BHCA, and engages only in activitiespermitted by the BHCA and the rules and regulations promulgated by the FederalReserve Board thereunder. Pittsburgh Financial (i) has the requisite corporatepower and authority to own, operate and lease its material properties and carryon its businesses as they are currently being conducted and (ii) is in goodstanding and is duly qualified to do business in each jurisdiction where suchqualification is necessary and where the failure to so qualify wouldindividually or in the aggregate have a Material Adverse Effect on PittsburghFinancial and the Pittsburgh Financial Subsidiaries taken as a whole. EachPittsburgh Financial Subsidiary is duly organized, validly existing and in goodstanding under the laws of the state or jurisdiction of its organization and(a) has the requisite corporate power and authority to own, operate and leaseits material properties and to carry on its business as it is currently beingconducted and (b) is in good standing and is duly qualified to do business ineach jurisdiction where such qualification is necessary and where 

12

the failure to so qualify would individually or in the aggregate have aMaterial Adverse Effect on Pittsburgh Financial and the Pittsburgh FinancialSubsidiaries taken as a whole. **          3.2          Organizationand Qualification of BankPittsburgh.**  BankPittsburgh is a Pennsylvania-charteredstock savings bank, duly organized, validly existing and in good standing underthe laws of the Commonwealth of Pennsylvania and engages only in activities(and holds properties only of the types) permitted by the PDB or the FDIC forinsured depository institutions.  BankPittsburgh'sdeposit accounts are insured by the FDIC to the fullest extent permitted underapplicable law.  **          3.3          Authority.**                                     (a)          Subjectto obtaining the consents and approvals set forth in Section 3.5,Pittsburgh Financial and BankPittsburgh have full power and authority to make,execute and perform this Agreement and to consummate the transactionscontemplated hereby, and no further action is necessary on the part ofPittsburgh Financial or BankPittsburgh to authorize the consummation of thetransactions contemplated hereby.  ThisAgreement constitutes a valid and binding obligation of Pittsburgh Financialand of BankPittsburgh and is enforceable against each of Pittsburgh Financialand BankPittsburgh in accordance with its terms, except as limited by the lawsaffecting creditors' rights generally and subject to general principles ofequity.                                    (b)          Subjectto obtaining the consents and approvals set forth in Section 3.5, theexecution, delivery and performance of this Agreement and the transactionscontemplated hereby will not, with or without the giving of notice or thepassage of time, or both, (a) violate any provision of any law or regulationapplicable to Pittsburgh Financial or any Pittsburgh Financial Subsidiary; (b)violate any provision of the articles of incorporation, charter or bylaws ofPittsburgh Financial or of any Pittsburgh Financial Subsidiary; (c) conflictwith or result in a breach of any provision of, or termination of, orconstitute a default under any instrument, license, agreement or commitment towhich Pittsburgh Financial or any Pittsburgh Financial Subsidiary is a party;or (d) constitute a violation of any order, judgment or decree to whichPittsburgh Financial or any Pittsburgh Financial Subsidiary is a party or bywhich Pittsburgh Financial, or any Pittsburgh Financial Subsidiary, or any oftheir assets or properties are bound, except, with respect to (a), (c) and (d)above, such as individually or in the aggregate will not have a MaterialAdverse Effect on Pittsburgh Financial and the Pittsburgh FinancialSubsidiaries taken as a whole and which will not prevent or delay theconsummation of the transactions contemplated hereby.**          3.4          NoLegal Bar.**  NeitherPittsburgh Financial nor any Pittsburgh Financial Subsidiary is a party to,subject to, or bound by, any agreement, judgment, order, letter ofunderstanding, writ, prohibition, injunction or decree of any court or othergovernmental authority or body of competent jurisdiction, or any law whichwould prevent the execution of this Agreement by Pittsburgh Financial orBankPittsburgh, the delivery thereof to First Commonwealth, or (upon receipt ofthe consents and approvals set forth in Section 3.5) the consummation of thetransactions contemplated hereby, and no action or proceeding is pending or, tothe Knowledge of Pittsburgh Financial, threatened against Pittsburgh Financialor any Pittsburgh Financial Subsidiary in which the validity of this Agreement,the transactions 

13

contemplated hereby or any action which has been taken by any of theParties in connection herewith or in connection with the transactionscontemplated hereby is at issue. **          3.5          Approvals,Consents and Filings.** Except for the approval of the Merger by the FRB, the approval of theBank Merger by the FDIC and the PDB, the approval of the Merger by thePittsburgh Financial shareholders and the filing of the Articles of Merger andarticles of merger relating to the Bank Merger with the Pennsylvania Secretaryof State, neither the execution and delivery of this Agreement by PittsburghFinancial or BankPittsburgh nor the consummation of the transactionscontemplated hereby requires any consent, approval, authorization or permit of,or filing with or notification to, any governmental or regulatory authority orother third party. **          3.6          FinancialStatements.** Pittsburgh Financial has delivered to First Commonwealth true, correctand complete copies of (i) the audited consolidated financial statements ofPittsburgh Financial for the years ended September 30, 2000, 2001 and 2002,including balance sheets, statements of income, statements of shareholders'equity and statement of cash flows and (ii) unaudited consolidated financialstatements of Pittsburgh Financial, including a balance sheet, statement ofincome, statement of shareholders' equity and statement of cash flows for thenine months ended June 30, 2003.  Allsuch financial statements have been prepared in accordance with GAAPconsistently applied and fairly present the financial condition of PittsburghFinancial and the Pittsburgh Financial Subsidiaries as of the dates thereof andthe results of their operations for the periods presented therein, subject, inthe case of unaudited financial statements, to normal year-end auditadjustments. **          3.7          UndisclosedLiabilities.**  NeitherPittsburgh Financial nor any Pittsburgh Financial Subsidiary has any materialdebt, liability or obligation of any kind, whether accrued, absolute, known,unknown, contingent or otherwise except (i) those reflected in the most recentaudited balance sheet provided by Pittsburgh Financial to First Commonwealth or(ii) those incurred in the Ordinary Course of Business since September 30,2002, none of which arises from any breach of contract, tort or violation oflaw.**          3.8          RegulatoryReports.**  PittsburghFinancial and each Pittsburgh Financial Subsidiary has filed all reports,registrations and other documents, together with any amendments required to bemade with respect thereto since January 1, 2000 (the "Pittsburgh FinancialFilings"), that were required to be filed with the FRB, the FDIC, the PDBor the SEC and any other governmental entity having jurisdiction over any ofthem.  No administrative actions havebeen taken or orders issued in connection with such Pittsburgh FinancialFilings.  As of their respective dates,each Pittsburgh Financial Filing (i) complied in all material respects with alllaws and regulations promulgated by the governmental entity with which it wasfiled; and (ii) did not contain any untrue statement of a material fact or omitto state a material fact required to be stated therein or necessary to make thestatements made therein, in light of the circumstances under which they weremade, not misleading.  PittsburghFinancial has furnished or made available to First Commonwealth true andcorrect copies of all Pittsburgh Financial Filings.**          3.9          Booksand Records.**  Thestock records and minute books of Pittsburgh Financial and each PittsburghFinancial Subsidiary (previously furnished to First Commonwealth) fully

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and accurately reflect all issuances, transfers and redemptions of thecapital stock of Pittsburgh Financial or such Pittsburgh Financial Subsidiary,correctly show the record addresses of the shareholders and the number andclass of shares of capital stock held by each shareholder, correctly show allcorporate action taken by the directors (or any committee) and shareholders ofPittsburgh Financial or such Pittsburgh Financial Subsidiary (including actionstaken by consent without a meeting), and contain true and correct copies ororiginals of the articles of incorporation and bylaws of Pittsburgh Financialor such Pittsburgh Financial Subsidiary, in each case as amended and currentlyin force, and the minutes of all meetings or consent actions of its directorsand shareholders.  No resolutions havebeen adopted by the directors or shareholders of Pittsburgh Financial or anyPittsburgh Financial Subsidiary except those contained in the minutebooks.  All corporate records ofPittsburgh Financial and each Pittsburgh Financial Subsidiary have been maintainedin accordance with all applicable statutory and regulatory requirements.**          3.10         TaxMatters.**  PittsburghFinancial and each Pittsburgh Financial Subsidiary has duly filed when due(including applicable extensions granted without penalty) (i) all requiredfederal and state tax returns and reports, and (ii) all required returns andreports of other governmental agencies having jurisdiction with respect totaxes imposed upon the income, properties, revenues, operations or other assetsof Pittsburgh Financial or such Pittsburgh Financial Subsidiary or taxesimposed which might create a lien or encumbrance on any such assets.  Such returns or reports are true, completeand correct, and Pittsburgh Financial and each Pittsburgh Financial Subsidiaryhas paid, to the extent such taxes or other governmental charges have becomedue, all taxes and other governmental charges including all applicable interestand penalties set forth in such returns or reports.  There are no liens on the assets of Pittsburgh Financial or anyPittsburgh Financial Subsidiary relating to or attributable to any taxes.  Neither Pittsburgh Financial nor anyPittsburgh Financial Subsidiary is currently the beneficiary of any extensionof time within which to file any such written return or report.  All federal, state and local taxes and othergovernmental charges payable by Pittsburgh Financial or any PittsburghFinancial Subsidiary have been paid or have been adequately accrued or reservedfor on such entity's books in accordance with GAAP and banking regulationsapplied on a consistent basis.  Untilthe Effective Time, Pittsburgh Financial and each Pittsburgh FinancialSubsidiary shall continue to reserve sufficient funds for the payment ofexpected tax liabilities in accordance with GAAP and banking regulationsapplied on a consistent basis.  NeitherPittsburgh Financial nor any Pittsburgh Financial Subsidiary has received anynotice of a tax deficiency or assessment of additional taxes of any kind and,to the Knowledge of Pittsburgh Financial, there is no threatened claim againstPittsburgh Financial or any Pittsburgh Financial Subsidiary or any basis forany such claim, for payment of any additional federal, state or local taxes forany period prior to the date of this Agreement in excess of the accruals orreserves with respect to any such claim shown in the most recent auditedfinancial statements provided by Pittsburgh Financial to First Commonwealth.Neither Pittsburgh Financial nor any Pittsburgh Financial Subsidiary hasconstituted a "distributing corporation" or a "controlledcorporation" in a distribution of stock qualifying for tax-free treatmentunder Section 355 of the Code (x) in the two years prior to the date of thisAgreement or (y) in a distribution which could otherwise constitute part of a"plan" or "series of related transactions" (within themeaning of Section 355(e) of the Code) that includes the Merger. Proper andaccurate amounts have been withheld by Pittsburgh Financial and each PittsburghFinancial Subsidiary from its employees for all periods in full and completecompliance with the tax withholding provisions of applicable federal, state andlocal tax laws, and proper and accurate federal, state and local tax returnshave been filed by Pittsburgh 

15

Financial and each Pittsburgh Financial Subsidiary for all periods forwhich returns were due with respect to withholding, social security andunemployment taxes and the amounts shown thereon to be due and payable havebeen paid in full. **          3.11         Litigationand Proceedings.** There are no actions, decrees, suits, counterclaims, claims, proceedingsor governmental actions or investigations pending or, to the Knowledge ofPittsburgh Financial, threatened against Pittsburgh Financial or any PittsburghFinancial Subsidiary in any court or before any arbitrator or governmentalagency.  Neither Pittsburgh Financialnor any Pittsburgh Financial Subsidiary is a party to any judgment, award,order or decree.**          3.12         BusinessOperations.**

                                   (a)          Permits,Compliance with Law.  PittsburghFinancial and each Pittsburgh Financial Subsidiary has all permits, licenses,approvals, authorizations and registrations under all federal, state and locallaws required for it to carry on its business as presently conducted and theabsence of which could have a Material Adverse Effect on Pittsburgh Financialand the Pittsburgh Financial Subsidiaries taken as a whole, all such permits,licenses, approvals, authorizations and registrations are in full force andeffect and no suspension or cancellation of any of them is pending or, to theKnowledge of Pittsburgh Financial, threatened. Pittsburgh Financial and each Pittsburgh Financial Subsidiary hascomplied in all material respects with all laws, regulations, and ordersapplicable to it or its business.  Nonotice from any governmental authority with respect to any failure or allegedfailure of Pittsburgh Financial to comply in any material respect with any law,regulation or order has been received by Pittsburgh Financial or any PittsburghFinancial Subsidiary, nor to the Knowledge of Pittsburgh Financial, is any suchnotice threatened.                                   (b)          Insurance.  Section 3.12(b) of the Pittsburgh FinancialDisclosure Schedule contains a complete list and description of all policies ofinsurance and bonds presently maintained by Pittsburgh Financial or anyPittsburgh Financial Subsidiary providing coverage for either of them, their assets,or any of their officers, directors and employees, all of which are in fullforce and effect, together with a complete list of all pending claims under anysuch policies or bonds.  Each materialterm, obligation and provision of each such policy and bond has been compliedwith, all premiums due thereon have been paid and no notice of cancellationwith respect thereto has been received by Pittsburgh Financial orBankPittsburgh, as the case may be. Such policies and bonds provide adequate coverage to insure theproperties and business of Pittsburgh Financial and the activities of itsofficers, directors and employees against such risks and in such amounts as areprudent and customary.  PittsburghFinancial has no liability for premiums with respect to such policies.  Pittsburgh Financial has previously madeavailable to First Commonwealth a true, correct and complete copy of each suchinsurance policy and bond.                                   (c)          MaterialContracts.  Section 3.12(c) of the PittsburghFinancial Disclosure Schedule contains a complete list of all MaterialContracts.  Each Material Contract is infull force and effect, is valid and enforceable in accordance with its terms(subject to any bankruptcy or other laws applicable to creditors' rightsgenerally), constitutes a legal and binding obligation of Pittsburgh Financialor a Pittsburgh Financial Subsidiary, as the case may be, and, to the Knowledgeof Pittsburgh Financial, each other party thereto, and is not the subject of any

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notice of default, termination or partial termination or of anyongoing, pending, completed or, to the Knowledge of Pittsburgh Financial,threatened investigation, inquiry or other proceeding or action that may giverise to any notice of default, termination or partial termination by any partythereto.  Pittsburgh Financial or suchPittsburgh Financial Subsidiary has complied in all material respects with theprovisions of each Material Contract.  Atrue and complete copy of each Material Contract has been made available toFirst Commonwealth for examination.                                     (d)          IntellectualProperty.  Section 3.12(d) of thePittsburgh Financial Disclosure Schedule sets forth all (i) trademarks, tradenames, service marks or other trade rights, whether or not registered, and allpending applications for any such registrations, (ii) copyrights,copyrightable materials or pending applications therefor, (iii) trade secrets,(iv) inventions, discoveries, designs, and drawings, (v) computer software(including all source and object codes and manuals), and (vi) patents andpatent applications owned, licensed or otherwise used by Pittsburgh Financialor any Pittsburgh Financial Subsidiary (collectively, the "Intellectual PropertyRights").  The IntellectualProperty Rights are all those necessary for the conduct of the business ofPittsburgh Financial and each Pittsburgh Financial Subsidiary as presentlyconducted.  Neither Pittsburgh Financialnor any Pittsburgh Financial Subsidiary has any obligation to compensate anyperson for the use of any of the Intellectual Property Rights and PittsburghFinancial has not granted to any person any license, option or other rights touse in any manner any of the Intellectual Property Rights, whether requiringthe payment of royalties or not.  TheIntellectual Property Rights will not cease to be rights of PittsburghFinancial or be impaired by reason of the performance of this Agreement or theconsummation of the transactions contemplated hereby.  No other person (i) has notified Pittsburgh Financial that suchperson claims any ownership of or right to use any Intellectual Property Rightsor (ii) to the Knowledge of Pittsburgh Financial, is infringing upon anyIntellectual Property Rights.  To theKnowledge of Pittsburgh Financial, Pittsburgh Financial's use of theIntellectual Property Rights does not conflict with, infringe upon or otherwiseviolate the valid rights of any third party anywhere where the business ofPittsburgh Financial is currently conducted or is currently proposed to beconducted by Pittsburgh Financial.  Nowritten notice has been received and not fully resolved and no action has beeninstituted or, to the Knowledge of Pittsburgh Financial, threatened againstPittsburgh Financial alleging that Pittsburgh Financial's use of theIntellectual Property Rights infringes upon or otherwise violates any rights ofa third party.                                     (e)          PersonalProperty.  Pittsburgh Financial andthe Pittsburgh Financial Subsidiaries have good and marketable title to all oftheir personal property, free and clear of all encumbrances, liens or chargesof any kind or character except liens for taxes not due and payable.  The personal property owned and leased byPittsburgh Financial or any Pittsburgh Financial Subsidiary is in goodoperating order (ordinary wear and tear excepted), usable in the OrdinaryCourse of Business, and is sufficient and adequate to carry on the business ofPittsburgh Financial as currently conducted.                                   (f)          Leases.  Section 3.12(f) of the Pittsburgh FinancialDisclosure Schedule sets forth a list of all leases pursuant to whichPittsburgh Financial or any Pittsburgh Financial Subsidiary is either lessor orlessee of any real or personal property, other than leases that are required tobe capitalized under GAAP (the "Leases").  All Leases are valid and enforceable in accordance with theirterms, there is not under any Lease any default or any event which with noticeor lapse of time, or both, would constitute a default by Pittsburgh Financialor 

17

such Pittsburgh Financial Subsidiary, or, to the knowledge ofPittsburgh Financial, by any other party thereto.  There are no contractual obligations, agreements in principle orpresent plans for Pittsburgh Financial or any Pittsburgh Financial Subsidiaryto enter into new leases or to renew or amend existing Leases prior to theClosing.  The copies of the Leases andany amendments thereto provided by Pittsburgh Financial to First Commonwealthare true, correct and complete, and the Leases have not been modified in anyrespect other than pursuant to such amendments.                                     (g)          RealProperty.  Section 3.12(g) of the PittsburghFinancial Disclosure Schedule lists all real property (other than securityinterests) owned by Pittsburgh Financial or any Pittsburgh Financial Subsidiary(the "Real Property"). Pittsburgh Financial or such Pittsburgh Financial Subsidiary has goodand marketable title to each parcel of Real Property and the title to eachparcel of Real Property is covered by a title insurance policy providingcoverage in the amount of the original purchase price. The interests ofPittsburgh Financial or such Pittsburgh Financial Subsidiary in each parcel ofthe Real Property are free and clear of any and all liens and encumbrances,except for liens for current taxes not yet due, and are not subject to anypending or, to the Knowledge of Pittsburgh Financial, threatened claim,contest, dispute, action at law or in equity. The present and past use of, andimprovements upon, each parcel of Real Property and all real properties leasedby Pittsburgh Financial or such Pittsburgh Financial Subsidiary (the"Leased Property") are in material compliance with all applicablebuilding, fire, zoning and other applicable laws, ordinances and regulations,including the Americans with Disabilities Act, and deed restrictions of recordand no notice of any violation or alleged violation thereof has been received.To the Knowledge of Pittsburgh Financial, there is no proposed or pendingchange in the zoning of, or any proposed or pending condemnation proceedingwith respect to, any parcel of Real Property or Leased Property. The buildingsand structures owned, leased or used by Pittsburgh Financial are, taken as awhole, in good operating order (ordinary wear and tear excepted), usable in theOrdinary Course of Business and are sufficient and adequate to carry on thebusiness of Pittsburgh Financial as presently conducted.                                   (h)          Officesand ATMs.  Section 3.12(h) of thePittsburgh Financial Disclosure Schedule lists the headquarters of PittsburghFinancial and BankPittsburgh (identified as such) and each of the offices andATMs maintained and operated by BankPittsburgh and the location thereof.  BankPittsburgh does not maintain any otheroffice or ATM or conduct business at any other location, and BankPittsburgh hasnot applied for or received permission to open or close any additional branchor operate at any other location.                                   (i)          Environmental.  Pittsburgh Financial and each PittsburghFinancial Subsidiary is in compliance in all material respects with allEnvironmental Regulations. There are no Hazardous Materials on, below or abovethe surface of, or migrating to or from any parcel of Real Property or LeasedProperty which requires remediation under any federal, state, or local statute,regulation, ordinance, order, action, policy, or common law. To the Knowledgeof Pittsburgh Financial, neither Pittsburgh Financial nor any PittsburghFinancial Subsidiary has any outstanding loans secured by real property that isnot in compliance with Environmental Regulations, upon which there areHazardous Materials or from or to which Hazardous Materials have migrated orare migrating. There is no claim, action, suit, proceeding or notice thereofbefore any governmental entity pending, or, to the Knowledge of PittsburghFinancial, threatened, against Pittsburgh Financial or any Pittsburgh FinancialSubsidiary or, to the

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Knowledge of Pittsburgh Financial, concerning any real propertysecuring BankPittsburgh loans and there is no outstanding judgment, order,writ, injunction, decree, or award against Pittsburgh Financial or anyPittsburgh Financial Subsidiary or any real property securing BankPittsburghloans relating to Environmental Regulations or Hazardous Materials.  Pittsburgh Financial has provided to FirstCommonwealth phase I environmental assessments with respect to each piece ofReal Property and Leased Property as to which such a phase I environmentalinvestigation has been prepared by or on behalf of Pittsburgh Financial or anyPittsburgh Financial Subsidiary.**          3.13         Absenceof Changes; Operation in the Ordinary Course.**  Since September 30, 2002 (the "BalanceSheet Date") (a) there has not been any Material Adverse Change inPittsburgh Financial or any Pittsburgh Financial Subsidiary, and (b) neitherPittsburgh Financial nor any Pittsburgh Financial Subsidiary has taken anyaction which, if it had been taken after the date of this Agreement, wouldrequire the consent of First Commonwealth under Section 5.3 hereof.**          3.14         Employeesand Benefits.**

                                   (a)          Compensation.  Section 3.14(a) of the Pittsburgh FinancialDisclosure Schedule contains a list of (i) the names, titles, responsibilitiesand compensation arrangements of each officer and director of PittsburghFinancial and each Pittsburgh Financial Subsidiary and of each employee ofPittsburgh Financial or any Pittsburgh Financial Subsidiary whose compensation(including, without limitation, all salary, wages, bonuses and fringe benefits,other than those fringe benefits made available to all employees on anon-discriminatory basis), from Pittsburgh Financial or such PittsburghFinancial Subsidiary for the current fiscal year will exceed $50,000; and (ii)all written agreements currently in effect which have been provided to suchemployees relating to such person's employment or compensation.  There are no controversies pending or, tothe Knowledge of Pittsburgh Financial, threatened between Pittsburgh Financialor any Pittsburgh Financial Subsidiary and any of its directors, officers oremployees.                                   (b)          Directorsor Officers of Other Corporations. No director, officer, or employee of Pittsburgh Financial or anyPittsburgh Financial Subsidiary serves, or in the past five years has served,as a director or officer of any other corporation or entity (other than of aPittsburgh Financial Subsidiary) on behalf of or as a designee of PittsburghFinancial or any Pittsburgh Financial Subsidiary.                                   (c)          EmployeeBenefits.  Section 3.14(c) of thePittsburgh Financial Disclosure Schedule lists (a) each pension plan, profitsharing plan, group or individual health, dental, medical or life insuranceplan, employee welfare benefit plan (as such term is defined in Section 3(l) ofERISA), severance plan, bonus plan, stock option plan or other equity plan,deferred compensation plan, incentive compensation plan, or other similar planwhich is or has been maintained by Pittsburgh Financial or any PittsburghFinancial Subsidiary or its ERISA Affiliates for any of its current or formeremployees; and (b) each "employee benefit plan" as defined in Section3(3) of ERISA, maintained by or on behalf of Pittsburgh Financial or any PittsburghFinancial Subsidiary or its ERISA Affiliates (including any plans which are"multiemployer plans" under Section 3(37)(A) of ERISA("Multiemployer Plans") and any defined benefit plan (as defined inSection 3(35) of ERISA) terminated within the five plan-years 

19

ending immediately before the Closing) which covers or covered anyemployees of Pittsburgh Financial or any Pittsburgh Financial Subsidiary or itsERISA Affiliates (each a "Plan"). Copies of all Plans, summary Plan descriptions, actuarial reports,valuations, annual reports (and attachments thereto) on Form 5500, 5500-C or5500-R, as the case may be (if required pursuant to ERISA), with respect to thePlans, IRS determination letters and any other related documents have beenprovided by Pittsburgh Financial to First Commonwealth.  With respect to each Plan, no litigation oradministrative or other proceeding is pending or, to the Knowledge ofPittsburgh Financial, threatened, except for claims for benefits in theordinary course of operations of the Plan. All the Plans that are intended to be qualified under Section 401(a) ofthe Code have received determination letters from the IRS to the effect thatsuch Plans are qualified and the plans and the trusts related thereto areexempt from federal income taxes under Sections 401(a) and 501(a),respectively, of the Code, no such determination letter has been revoked andrevocation has not been threatened, and no such Plan has been amended oroperated since the date of its most recent determination letter or applicationtherefor in any respect, and no act or omission has occurred, that wouldadversely affect its qualification. Each Plan that is required to satisfy Section 401(k)(3) or Section401(m)(2) of the Code has been tested for compliance with, and satisfies therequirements of, Section 401(k)(3) and Section 401(m)(2) of the Code for eachplan year ending prior to the Closing Date. Neither the Plan nor any trustee,administrator or fiduciary thereof has at any time been involved in any transactionrelating to the Plan which would constitute a breach of fiduciary duty underERISA or a "prohibited transaction" within the meaning of Section 406of ERISA or Section 4975 of the Code, unless such transaction is specificallypermitted under Sections 407 or 408 of ERISA, Section 4975 of the Code or aclass or administrative exemption issued by the Department of Labor.  Each Plan has been administered incompliance in all material respects with applicable law and the terms of suchPlan. No Post-Termination Payment will be nondeductible under Section 280G ofthe Internal Revenue Code or result in any excise tax payment liability underSection 4999 of the Internal Revenue Code. At no time has Pittsburgh Financialor any ERISA Affiliate been obligated to contribute to any MultiemployerPlan.  Each Plan that is subject to theprovisions of Title IV of ERISA is referred to herein as a "PensionPlan."  As of the most recentvaluation date for each Pension Plan, the fair market value of the assets ofeach Pension Plan (including for these purposes any accrued but unpaidcontributions) exceeded the present value of all benefit liabilities, asdefined in ERISA Section 4001(a)(16), under each Pension Plan determined on atermination basis using the assumptions that would be applied by the PBGC for aplan terminating as of the date of this Agreement.  No "accumulated funding deficiency" (as defined in CodeSection 412), has been incurred with respect to any Pension Plan whether or notwaived.  Quarterly contributions underCode Section 412(m) have been made as required for each Pension Plan and nonotice to the PBGC has been required under Code Section 412(n).  No "reportable event" (as definedin ERISA Section 4043), and no event described in ERISA Section 4062, 4063 or4041 has occurred in connection with any Pension Plan, other than a"reportable event" for which the 30-day advance notice requirementhas been waived under regulations published by the PBGC.  No condition exists and no event hasoccurred that could constitute grounds for the termination of any Pension Planunder ERISA Section 4042.  NeitherPittsburgh Financial nor any ERISA Affiliate has incurred any liability underTitle IV of ERISA arising in connection with the termination of any plancovered or previously covered by Title IV of ERISA.                                   (d)          LaborRelations.  Neither PittsburghFinancial nor any Pittsburgh Financial Subsidiary has been a party to anycollective bargaining agreement or agreement of 

20

any kind with any union or labor organization with respect to itsemployees and none of its employees is represented by a labor union.  Pittsburgh Financial and each PittsburghFinancial Subsidiary has complied in all material respects with all obligationsunder the National Labor Relations Act, as amended, the Age Discrimination inEmployment Act, as amended, and all other federal, state and local labor lawsand regulations applicable to employees. There are no unfair labor practice charges pending or, to the Knowledgeof Pittsburgh Financial, threatened against Pittsburgh Financial or anyPittsburgh Financial Subsidiary.**          3.15         CertainAgreements.**  Neitherthe execution and delivery of this Agreement nor the consummation of thetransactions contemplated hereby will (i) result in any payment becoming due toany employee, officer or director of Pittsburgh Financial or any PittsburghFinancial Subsidiary under any Plan, agreement or otherwise, including paymentsthat would become due as a result of such transactions upon termination ofemployment following such transactions, other than payments of the mergerconsideration, (ii) increase any benefits otherwise payable to any of theiremployees, officers or directors under any Plan or agreement, or (iii) resultin the acceleration of the time of payment or vesting of any such benefits.**          3.16         Capitalizationof Pittsburgh Financial.**  The authorizedcapital stock of Pittsburgh Financial consists of 10,000,000 shares ofPittsburgh Financial Common Stock and 5,000,000 shares of preferred stock,$0.01 par value per share. As of the date of this Agreement, 1,424,881 sharesof Pittsburgh Financial Common Stock were issued and outstanding, 757,244shares of Pittsburgh Financial Common Stock were held by Pittsburgh Financialas treasury stock and no shares of preferred stock were issued and outstanding.All of the outstanding Pittsburgh Financial Common Stock is validly issued,fully paid and nonassessable and has not been issued in violation of anypreemptive rights of any Pittsburgh Financial shareholder. Section 3.16 of thePittsburgh Financial Disclosure contains a complete list of all outstanding options, warrants,rights, and outstanding securities or other obligations which areconvertible into, or which would entitled the holder, upon exercise thereof, tobe issued shares of Pittsburgh Financial Common Stock or any other equity ordebt security of Pittsburgh Financial, whether or not exercisable.**          3.17         Capitalizationof BankPittsburgh.** The authorized capital stock of BankPittsburgh consists of 100 shares ofcommon stock having a par value of $0.01 per share (the "Bank CommonStock") and 100 shares of preferred stock having no par value. As of thedate of this Agreement, 100 shares of Bank Common Stock were issued andoutstanding, no shares of Bank Common Stock were held by BankPittsburgh astreasury stock and no shares of preferred stock were issued and outstanding.All of the outstanding Bank Common Stock is held beneficially and of record byPittsburgh Financial, free and clear of any lien, claim, security interest,encumbrance, charge, restriction or right of any third party of any kindwhatsoever. All of the outstanding Bank Common Stock is validly issued,fully-paid and nonassessable and has not been issued in violation of anypreemptive rights of any shareholder of BankPittsburgh. There are nooutstanding securities or other obligations which are convertible into BankCommon Stock or into any other equity or debt security of BankPittsburgh, andthere are no outstanding options, warrants, rights, scrip, rights to subscribeto, calls or other commitments of any nature which would entitle the holder,upon exercise thereof, to be issued Bank Common Stock or any other equity ordebt security of BankPittsburgh. 

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**          3.18         PittsburghFinancial Subsidiaries.**

                                   (a)          Section3.18 of the Pittsburgh Financial Disclosure Schedule sets forth each PittsburghFinancial Subsidiary and the jurisdiction in which each is formed.  Each Pittsburgh Financial Subsidiary is dulyformed, validly existing and in good standing under the laws of thejurisdiction in which it is formed and is qualified or otherwise authorized totransact business as a foreign corporation or other entity in all jurisdictionsin which such qualification or authorization is required by law and where thefailure to so qualify would individually or in the aggregate have a MaterialAdverse Effect on Pittsburgh Financial and the Pittsburgh FinancialSubsidiaries taken as a whole.  Allissued and outstanding shares or other equity interests of each PittsburghFinancial Subsidiary are owned directly or indirectly by Pittsburgh Financialas set forth on Section 3.18 of the Pittsburgh Financial Disclosure Schedule,free and clear of any charges, liens, encumbrances, security interests oradverse claims.                                   (b)          Thereare no subscriptions, options, conversion or exchange rights, warrants,repurchase or redemption agreements, or other agreements obligating PittsburghFinancial or any Pittsburgh Financial Subsidiary to issue, transfer, sell,repurchase or redeem, or cause to be issued, transferred, sold, repurchased orredeemed, shares of the capital stock or other securities of any PittsburghFinancial Subsidiary or obligating Pittsburgh Financial or any PittsburghFinancial Subsidiary to vote the capital stock of any Pittsburgh FinancialSubsidiary in a particular manner or entitling any other party to vote thecapital stock of any Pittsburgh Financial Subsidiary.                                   (c)          Exceptfor the stock or other interests in the Pittsburgh Financial Subsidiaries,neither Pittsburgh Financial nor any Pittsburgh Financial Subsidiary owns anystock or other equity interest in any other Person, except in a fiduciarycapacity.**          3.19         Allowancefor Loan Losses.**  The allowance for loan losses shownon the Pittsburgh Financial's consolidated financial statements is (withrespect to periods ended on or before June 30, 2003) or will be (with respectto periods ending subsequent to June 30, 2003), in the reasonable opinion ofmanagement of Pittsburgh Financial, adequate in all material respects as of thedates thereof under the requirements of GAAP. Section 3.18 of the PittsburghFinancial Disclosure Schedule lists, as of the date thereof, each loan ofBankPittsburgh which has been criticized or classified by Pittsburgh Financialor bank examiners representing any Regulatory Authority as"Substandard," "Doubtful" or "Loss" or as a"Potential Problem Loan." **          3.20         Absenceof Brokers.**  Otherthan Sandler O'Neill & Partners, L.P., no broker or finder has acted on behalfof Pittsburgh Financial in connection with this Agreement or the transactionscontemplated hereby.**          3.21         Representationsand Warranties.**  Norepresentation or warranty contained in this Article 3 or in any other writteninstrument, document or agreement delivered by Pittsburgh Financial or anyPittsburgh Financial Subsidiary to First Commonwealth or any First CommonwealthSubsidiary pursuant to this Agreement or in connection with the transactionscontemplated hereby contains any untrue statement of material fact or omits tostate any material fact required to be stated herein or therein or necessary tomake the statements made herein or therein not misleading.

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**ARTICLE 4****COVENANTS OF FIRSTCOMMONWEALTH**

**          4.1          RegulatoryApprovals.** Within sixty (60) daysafter execution of this Agreement, FirstCommonwealth, in cooperation with Pittsburgh Financial, shall file allnecessary applications with the appropriate government Regulatory Authoritiesin order to obtain the Government Approvals and shall take such other actionsas may be reasonably required to consummate the transactions contemplated inthis Agreement and the Plans of Merger with reasonable promptness.  First Commonwealth shall pay all fees andexpenses arising in connection with such applications for regulatory approval.Counsel to Pittsburgh Financial shall be provided with a draft of allRegulatory Applications, other than the confidential portions of the RegulatoryApplications, prior to their submission and shall have a reasonable opportunityto review and comment on such applications and with respect to allcorrespondence with Regulatory Authorities. First Commonwealth agrees to provide the appropriate RegulatoryAuthorities with the information required by such authorities in connectionwith First Commonwealth's applications for regulatory approval and FirstCommonwealth agrees to use reasonable commercial efforts to obtain suchregulatory approvals, and any other approvals and consents as may be requiredfor the Closing, as promptly as practicable; provided, however, that nothing inthis Section 4.1 shall be construed to obligate First Commonwealth to take anyaction to meet any condition required to obtain prior regulatory approval ifany such condition materially differs from conditions customarily imposed bysuch Regulatory Authorities in orders approving acquisitions of the typecontemplated by this Agreement, constitutes a significant impediment upon FirstCommonwealth's ability to carry on its business or acquisition programs (as maybe determined in the sole discretion of First Commonwealth) or requires FirstCommonwealth to increase FCB's capital ratios to amounts in excess of theFDIC's minimum capital ratio guidelines which may be in effect from time totime. **          4.2          Preparationof Registration Statement.** First Commonwealth, in cooperation with Pittsburgh Financial, shallprepare and file with the SEC a Registration Statement on Form S-4 with respectto the shares of First Commonwealth Common Stock to be issued in the Merger("Registration Statement"). The Registration Statement shall containa Proxy Statement/ Prospectus which shall serve as the proxy statement ofPittsburgh Financial for the Pittsburgh Financial Shareholders' Meeting and asthe prospectus of First Commonwealth for the shares of First CommonwealthCommon Stock to be issued in the Merger. First Commonwealth shall use reasonable commercial efforts to cause theRegistration Statement to become effective. **          4.3          RegistrationStatement Effectiveness.** First Commonwealth will advise Pittsburgh Financial, promptly afterFirst Commonwealth receives notice thereof, of the time when the RegistrationStatement has become effective or any supplement or amendment has been filed,of the issuance of any stop order or the suspension of the qualification of theFirst Commonwealth Common Stock for offering or sale in any jurisdiction, ofthe initiation or threat of any proceeding for any such purpose, or of any requestby the SEC for the amendment or supplement of the Registration Statement or foradditional information. 

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**          4.4          Employeesand Employee Benefits.**

                                   (a)          Uponconsummation of the Merger and the Bank Merger, all employees of PittsburghFinancial and BankPittsburgh shall be deemed to be at-will employees of FirstCommonwealth and FCB, respectively, and all employees of Pinnacle shallcontinue to be at-will employees of Pinnacle, except for those employees, ifany, who are parties to a written employment agreement.                                    (b)          Atthe discretion of First Commonwealth, as of the Effective Time, and subject toSections 4.4(d), (e) and (f) hereof, all employee benefit plans (within themeaning of Section 3(3) of ERISA) sponsored or maintained by PittsburghFinancial and BankPittsburgh shall be terminated. Employees of PittsburghFinancial, BankPittsburgh and/or Pinnacle who continue as employees of FirstCommonwealth, FCB and/or Pinnacle ("Continuing Employees") shall beentitled to participate on an equitable basis in the same benefit plans,programs or policies as are generally available to employees of FirstCommonwealth or FCB, as the case may be, of similar rank and status. Forpurposes of eligibility, vesting, benefit accrual (but not for accrual ofpension benefits) and determination of the level of benefits under any employeebenefit plans, arrangements or policies (including but not limited to severance,vacation, sick and other leave policies) maintained by First Commonwealth orFCB, employees of Pittsburgh Financial, BankPittsburgh and/or Pinnacle whocontinue as employees of First Commonwealth, FCB and/or Pinnacle, as the casemay be, will be credited with prior years of service with Pittsburgh Financial,BankPittsburgh and Pinnacle, and there shall be no exclusion from coverageunder First Commonwealth's and FCB's health insurance plan as a result ofpre-existing conditions to the extent such conditions were covered under anyhealth insurance plan maintained by Pittsburgh Financial, BankPittsburgh and/orPinnacle prior to the Effective Time.                                    (c)          NoContinuing Employee shall be subject to any waiting period under any welfarebenefit plan of First Commonwealth or FCB, as applicable, to the extent thatsuch period is longer than the period, if any, to which such ContinuingEmployee was subject under the applicable welfare benefit plan of PittsburghFinancial, BankPittsburgh and/or Pinnacle. Continuing Employees shall not besubject to any waiting period under a welfare benefit plan of FirstCommonwealth or FCB if the applicable waiting period under the correspondingPittsburgh Financial or BankPittsburgh plan had been satisfied as of theEffective Time. To the extent that the initial period of coverage forContinuing Employees under any plan of First Commonwealth or FCB, whichever isapplicable, that is an "employee welfare benefit plan" as defined inSection 3(1) of ERISA is not a full twelve (12) month period of coverage,Continuing Employees shall be given full credit under the applicable welfareplan for any deductibles and co-insurance payments made by such ContinuingEmployees under the corresponding welfare plan of Pittsburgh Financial,BankPittsburgh and/or Pinnacle during the balance of such twelve (12) monthperiod of coverage. Nothing contained herein shall obligate First Commonwealthor FCB to provide or cause to be provided any duplicative benefits. Nothingherein shall alter the power of First Commonwealth or FCB to amend or terminateany of its benefit or welfare plans. Moreover, this Section 4.4(c) shall notconstitute a contract of employment or create any rights to be retained inemployment at First Commonwealth or FCB.                                   (d)          ThePittsburgh Financial Employee Stock Ownership Plan ("ESOP") shall beterminated as of the Effective Time. The Board of Directors of Pittsburgh 

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Financial shall use reasonable commercial efforts to cause the trusteesof the ESOP, to the extent consistent with the fiduciary duties of the trusteesunder ERISA, to make such elections under Article 1 of this Agreement withrespect to unallocated shares of Pittsburgh Financial Common Stock held by theESOP as are necessary to obtain a sufficient amount of cash to repay in fullthe then outstanding ESOP indebtedness. The Merger consideration received by the ESOP trustees with respect tothe unallocated shares of Pittsburgh Financial Common Stock held by the ESOPshall be first applied by the ESOP trustees to the full repayment of the ESOPloan.  The remaining shares of FirstCommonwealth Common Stock and cash received by the ESOP shall be allocated tothe ESOP participants in accordance with the terms of the ESOP and applicablelaws and regulations as soon as practicable after the Effective Time.  In connection with the termination of theESOP, Pittsburgh Financial shall promptly apply to the IRS for a favorabledetermination letter on the tax-qualified status of the ESOP on termination andany amendments made to the ESOP in connection with its termination orotherwise, if such amendments have not previously received a favorabledetermination letter from the IRS with respect to their qualification underCode Section 401(a).  Any amendments tothe ESOP requested by the IRS prior to the Effective Time shall be adopted byPittsburgh Financial and BankPittsburgh, and any amendments requested by theIRS after the Effective Time shall be promptly adopted by First Commonwealthand FCB.  Any and all distributions fromthe ESOP after its termination shall be made consistent with the aforementioneddetermination letter from the IRS. Prior to the Effective Time, Pittsburgh Financial and BankPittsburghshall make contributions to, and payments on the loan of, the ESOP consistentwith past practices on regularly scheduled payment dates.                                    (e)          Priorto the Effective Time, the Board of Directors of Pittsburgh Financial shalltake all necessary action to cause the Pittsburgh Financial 401(k) Plan (the"401(k) Plan") to be terminated immediately prior to the EffectiveTime. As soon as practicable after the date hereof, Pittsburgh Financial shallfile or cause to be filed all necessary documents with the IRS for adetermination that the termination of the 401(k) Plan will not affect itsqualified status. As soon as practicable after receipt of the favorabledetermination letter for termination from the IRS, the account balances in the401(k) Plan shall be distributed to participants and beneficiaries inaccordance with applicable law and the 401(k) Plan documents. From the datehereof through the Closing Date, Pittsburgh Financial shall be permitted tomake contributions to the 401(k) Plan on a periodic monthly basis, consistentwith past practices. Participants in the 401(k) Plan who become employees ofFirst Commonwealth will be permitted, subject to the terms of the FirstCommonwealth 401(k) Plan, to transfer their accounts in the 401(k) Plan to theFirst Commonwealth 401(k) Plan in a direct rollover distribution.                                   (f)          Priorto the Effective Time, in accordance with the relevant plan documents andapplicable law, the Board of Directors of Pittsburgh Financial, in consultationwith First Commonwealth and its legal counsel, shall take all necessary actionto cause the Pittsburgh Financial Pension Plan to be terminated in accordancewith its terms and the assets thereof will be disposed of pursuant to the termsof such Plan and applicable law as soon as possible thereafter.                                   (g)          FirstCommonwealth agrees to honor the terms of the Pittsburgh Financial severance,employment and deferred compensation agreements, as well as the Group TermCarve-Out Plan and the Director Split Dollar Agreement set forth in thePittsburgh 

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Financial Disclosure Schedule (collectively referred to as the"Post-Termination Payments"). Without limiting the foregoing, FirstCommonwealth agrees to use reasonable efforts for a period of one year afterthe Effective Time to find a position for Messrs. Dillen, Maxcy, Kirk andWinters within the First Commonwealth (or FCB) organization that is mutuallyagreeable to First Commonwealth and such individual. First Commonwealth and FCBacknowledge and agree that the consummation of the Merger shall constitute a"Change in Control" of Pittsburgh Financial for purposes of each ofthe severance, employment, deferred compensation and SERP agreements (asdefined below), as well as the Group Term Carve-Out Plan and the Director SplitDollar Agreement, set forth in the Pittsburgh Financial DisclosureSchedule.  First Commonwealth and FCB furtheracknowledge and agree that each of the officers covered by employmentagreements with Pittsburgh Financial and BankPittsburgh would be entitled toterminate their employment for "Good Reason" as defined in theemployment agreements upon consummation of the Merger, and that none of thepayments to such officers shall be subject to mitigation under the terms ofthose agreements. In the event that the employment of Mr. Dillen, Mr. Maxcy,Mr. Kirk or Mr. Winters is terminated by First Commonwealth, FCB or the officeras of the Effective Time or within one year thereafter, such officer shall beentitled to receive from First Commonwealth and FCB cash severance and fringebenefits under Section 5(c) of the employment agreement as if the remainingterm of employment was 36 months (24 months for Mr. Winters), subject to thelimit in Section 6 of the employment agreement.  If the employment of Mr. Dillen, Mr. Maxcy, Mr. Kirk or Mr.Winters is terminated by First Commonwealth, FCB or the officer subsequent tothe one-year anniversary of the Effective Time, the amount of cash severanceand fringe benefits that the officer shall be entitled to receive from FirstCommonwealth and FCB shall be reduced by one week for each full week that hewas employed by First Commonwealth and its Subsidiaries following the one-yearanniversary of the Effective Time. First Commonwealth and FCB agree not toamend or terminate the Group Term Carve-Out Plan or the Director Split DollarAgreement at or after the Effective Time in any manner that would be adverse tothe participants in such plans unless required to comply with applicable laws.                                   (h)          Itis the intention of First Commonwealth and FCB that each employee of PittsburghFinancial and BankPittsburgh at the Effective Time will continue as an employeeof First Commonwealth or FCB, as the case may be, following the EffectiveTime.  Any employee of PittsburghFinancial or any of its Subsidiaries whose employment is actually terminatedwithin one year after the Effective Time for other than cause by FirstCommonwealth or its Subsidiaries at or following the Effective Time, other thanthe employees entitled to severance or other termination benefits pursuant toexisting employment agreements, change in control agreements or severance agreements,or whose primary location of employment after the Effective Time would be morethan 25 miles from their primary employment location as of the Effective Time,shall receive, upon termination of employment, a severance payment from FirstCommonwealth or its Subsidiaries based on the terms of the general severancepolicy covering the employees of First Commonwealth and the First CommonwealthSubsidiaries.                                   (i)          Section4.4(i) of the Pittsburgh Financial Disclosure Schedule sets forth the accruedbut unpaid vacation pay for employees of Pittsburgh Financial and itsSubsidiaries as of June 30, 2003.  Ifthe employment of any employee of Pittsburgh Financial or any of itsSubsidiaries identified on Section 4.4(i) of the Pittsburgh FinancialDisclosure Schedule is terminated within twelve (12) months following theEffective Time, then any 

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vacation pay accrued and expensed based on such employee's employmentprior to the Effective Time shall be paid to the employee to the extent notused prior to the termination of employment.                                   (j)          Notwithstandingany other provision of this Section 4.4, the parties agree that the vesting ofbenefits under the supplemental executive retirement plan ("SERP")agreements shall be suspended as of the Effective Time.  First Commonwealth and FCB agree that eachof the officers who has a SERP agreement shall be entitled to receive SERP benefitsupon termination of his employment based upon the second amount shown under theheading "Change in Control Annual Benefit" in Schedule A of his SERPagreement, subject to the limit in Section 5.1 of the SERP agreements.  First Commonwealth and FCB shall pay theSERP benefits in a single lump sum, with the lump sum discounted to presentvalue using the IRS discount rates for the month in which the Effective Timeoccurs.  The amount of the SERP benefitsfor each officer is set forth in Section 4.4(h) of the Pittsburgh FinancialDisclosure Schedule.**          4.5          ReasonableEfforts to Close.** Subject to the terms and conditions of this Agreement, FirstCommonwealth agrees to use reasonable commercial efforts to take, or to causeto be taken, all actions, and to do, or to cause to be done, all thingsnecessary, proper, or advisable under applicable laws and regulations tosatisfy the conditions to closing contained herein and to consummate and makeeffective the transactions contemplated by this Agreement, including, withoutlimitation, using reasonable commercial efforts to lift or rescind anyinjunction or restraining or other order adversely affecting the ability of theParties to consummate the transaction contemplated by this Agreement. FirstCommonwealth shall use, and shall cause each of its Subsidiaries to use,reasonable commercial efforts to obtain consents of all third parties andRegulatory Authorities necessary or desirable for the consummation of each ofthe transactions contemplated by this Agreement. **          4.6          Access.**  Upon notice of at least 48 hours, subject tothe terms of the Confidentiality and Non-Disclosure Agreement dated July 18,2003 between First Commonwealth and Pittsburgh Financial, First Commonwealthshall afford Pittsburgh Financial and its representatives reasonable access,during normal business hours throughout the period up to the Effective Time, toall of the properties, books and records of First Commonwealth and FCB.**          4.7          NYSE.**  First Commonwealth shall use reasonablecommercial efforts to have the shares of First Commonwealth Common Stock whichare to be issued in exchange for the Stock Election Shares approved for listingon the NYSE. **          4.8          Updatingof Representations.** At all times to and including, and as of, theClosing, First Commonwealth shall inform Pittsburgh Financial in writing of anyand all facts necessary to amend or supplement the representations andwarranties made herein so that the representations and warranties remain trueand correct in all respects; provided, however, that before such amendment,supplement or update may be deemed to be a part of this Agreement, PittsburghFinancial shall have agreed in writing to each amendment, supplement or updatemade subsequent to the date of this Agreement as an amendment to thisAgreement.

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**          4.9          Indemnification.**  From and after the Effective Time, FirstCommonwealth shall indemnify and hold harmless each present and formerdirector, officer and employee of Pittsburgh Financial and BankPittsburghdetermined as of the Effective Time (the "Indemnified Parties")against any costs or expenses (including reasonable attorneys' fees),judgments, fines, losses, claims, damages or liabilities (collectively,"Costs") incurred in connection with any claim, action, suit,proceeding or investigation, whether civil, criminal, administrative orinvestigative, arising out of matters existing or occurring at or prior to theEffective Time, whether asserted or claimed prior to, at or after the EffectiveTime (collectively, "Claims"), to the fullest extent to which suchIndemnified Parties were entitled under Pennsylvania law, the Articles ofIncorporation, Charter and Bylaws of Pittsburgh Financial and BankPittsburgh asin effect on the date hereof, provided, however, that all rights toindemnification in respect to any claim asserted or made within such periodshall continue until the final disposition of such claim.          Any IndemnifiedParty wishing to claim indemnification under this Section 4.9, upon learning ofany such claim, action, suit, proceeding or investigation, shall promptlynotify First Commonwealth, but the failure to so notify shall not relieve FirstCommonwealth of any liability it may have to such Indemnified Party if suchfailure does not materially prejudice First Commonwealth.  In the event of any such claim, action,suit, proceeding or investigation (whether arising before or after theEffective Time), (i) First Commonwealth shall have the right to assume thedefense thereof and First Commonwealth shall not be liable to such IndemnifiedParties for any legal expenses of other counsel or any other expensessubsequently incurred by such Indemnified Parties in connection with thedefense thereof, except that if First Commonwealth elects not to assume suchdefense or counsel for the Indemnified Parties advises that there are issueswhich raise conflicts of interest between First Commonwealth and theIndemnified Parties, the Indemnified Parties may retain counsel which isreasonably satisfactory to First Commonwealth, and First Commonwealth shallpay, promptly as statements therefor are received, the reasonable fees andexpenses of such counsel for the Indemnified Parties (which may not exceed onefirm in any jurisdiction unless the use of one counsel for such IndemnifiedParties would present such counsel with a conflict of interest), (ii) theIndemnified Parties will cooperate in the defense of any such matter, and (iii)First Commonwealth shall not be liable for any settlement effected without itsprior written consent, which consent shall not be withheld unreasonably.          In the event thatFirst Commonwealth or any of its respective successors or assigns transfers allor substantially all of its properties and assets to any person, then, and ineach such case, the successors and assigns of such entity shall assume theobligations set forth in this Section 4.9.**          4.10         Insurance.**  First Commonwealth shall maintain adirectors' and officers' liability insurance policy covering the IndemnifiedParties' Costs in connection with any Claims for a period of three (3) yearsafter the Effective Time at annual premiums no greater than 150% of the annualpremium of the directors' and officers' liability insurance maintained byPittsburgh Financial and BankPittsburgh as of the date hereof.  With the prior written consent of FirstCommonwealth, such insurance policy may be acquired by Pittsburgh Financialprior to the Effective Time.

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**ARTICLE 5COVENANTS OF PITTSBURGH FINANCIAL**

**          5.1          Shareholders'Meeting.** Pittsburgh Financial shall call a special meeting of the PittsburghFinancial Shareholders to be held as soon as practicable after theeffectiveness of the Registration Statement for purposes of voting upon thetransactions contemplated hereby and Pittsburgh Financial shall use reasonablecommercial efforts to solicit and obtain the votes of the Pittsburgh FinancialShareholders in favor of the transactions contemplated hereby and, subject tothe provisions of Section 5.4, the Board of Directors of Pittsburgh Financialshall recommend approval of such transactions by such holders. In connectionwith the Pittsburgh Financial Shareholders' Meeting, First Commonwealth andPittsburgh Financial shall cooperate in the preparation of the ProxyStatement/Prospectus and, with the approval of each of First Commonwealth andPittsburgh Financial, which approvals will not be unreasonably withheld, theProxy Statement/Prospectus will be mailed to the Pittsburgh FinancialShareholders. **          5.2          Conductof Business -- Affirmative Covenants.**  Unless the prior written consent of FirstCommonwealth shall have been obtained, and, except as otherwise contemplatedherein:                                    (a)          PittsburghFinancial and each Pittsburgh Financial Subsidiary shall:                                                  (i)       Operateits business only in the Ordinary Course of Business;                                                  (ii)      Usereasonable commercial efforts to preserve intact its business organizations andassets and to maintain its rights and franchises;                                                  (iii)     Takeno action, unless otherwise required by law, rule or regulation, that would (A)materially adversely affect the ability of any of them or First Commonwealth toobtain any necessary approvals of Regulatory Authorities required to consummatethe transactions contemplated by this Agreement, or (B) adversely affect theability of such Party to perform its covenants and agreements under thisAgreement;                                                  (iv)      Exceptas they may terminate in accordance with their terms, keep in full force andeffect, and not default in any of their obligations under, all MaterialContracts;                                                  (v)       Keepin full force and effect insurance coverage with responsible insurance carrierswhich is reasonably adequate in coverage and amount for companies the size ofthe Pittsburgh Financial, or any Pittsburgh Financial Subsidiary and for thebusinesses and properties owned by each and in which each is engaged, to theextent that such insurance is reasonably available;                                                  (vi)      Usecommercially reasonable efforts to retain the customer base of PittsburghFinancial and each Pittsburgh Financial Subsidiary and to facilitate theretention of such customers after the Effective Time; and 

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                                                 (vii)     Maintain,renew, keep in full force and effect, and preserve its business organizationand material rights and franchises, permits and licenses, and to use reasonablecommercial efforts to maintain positive relations with its present employees sothat such employees will continue to perform effectively and will be availableto Pittsburgh Financial and the Pittsburgh Financial Subsidiaries or FirstCommonwealth and the First Commonwealth Subsidiaries at and after the EffectiveTime, and to use reasonable commercial efforts to maintain its existing, orsubstantially equivalent, credit arrangements with banks and other financialinstitutions and to assure the continuance of the customer relationships ofPittsburgh Financial and each Pittsburgh Financial Subsidiary.                                    (b)          PittsburghFinancial agrees to use reasonable commercial efforts to assist FirstCommonwealth in obtaining the Government Approvals necessary to complete thetransactions contemplated hereby, and Pittsburgh Financial shall provide toFirst Commonwealth or to the appropriate governmental authorities allinformation reasonably required to be submitted in connection with obtainingsuch approvals;                                    (c)          Eachof Pittsburgh Financial and the Pittsburgh Financial Subsidiaries, at its owncost and expense, shall use reasonable commercial efforts to secure allconsents and releases, if any, of third parties necessary or desirable withrespect to Pittsburgh Financial or such Pittsburgh Financial Subsidiary for theconsummation of the transactions contemplated by this Agreement and shallcomply with all applicable laws, regulations and rulings in connection withthis Agreement and the consummation of the transactions contemplated hereby;                                    (d)          Atall times to and including, and as of, the Closing, Pittsburgh Financial shallinform First Commonwealth in writing of any and all facts necessary to amend orsupplement the representations and warranties made herein and the PittsburghFinancial Disclosure Schedules attached hereto as necessary so that therepresentations and warranties and information provided in the schedules remaintrue and correct in all respects; provided, however, that any such updates tothe Pittsburgh Financial Disclosure Schedules shall be required prior to theClosing only with respect to matters which represent material changes to thePittsburgh Financial Disclosure Schedules and the information containedtherein; and provided further, that before such amendment, supplement or updatemay be deemed to be a part of this Agreement, First Commonwealth shall haveagreed in writing to each amendment, supplement or update to the PittsburghFinancial Disclosure Schedules made subsequent to the date of this Agreement asan amendment to this Agreement;                                    (e)          Betweenthe date of this Agreement and the Closing Date, (i) Pittsburgh Financial shallafford First Commonwealth and its authorized agents and representativesreasonable access during normal business hours to the properties, operations,books, records, contracts, documents, loan files and other information of, or relatingto Pittsburgh Financial and the Pittsburgh Financial Subsidiaries. PittsburghFinancial shall provide reasonable assistance to First Commonwealth in itsinvestigation of matters relating to Pittsburgh Financial and the PittsburghFinancial Subsidiaries; and (ii) subject to the provisions of applicable lawand regulation, Pittsburgh Financial shall furnish promptly to FirstCommonwealth (A) a copy of each material report, schedule and other documentfiled by Pittsburgh Financial and the Pittsburgh Financial Subsidiaries withany Regulatory Authority and

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(B) all other information concerning the business, interest rate risk,properties and personnel of Pittsburgh Financial and the Pittsburgh FinancialSubsidiaries as First Commonwealth may reasonably request (other than documentsor other materials relating to the transaction contemplated herein), providedthat no investigation pursuant to this Section 5.2 shall affect or be deemed tomodify or waive any representation or warranty made by Pittsburgh Financial inthis Agreement or the conditions to the obligations of Pittsburgh Financial toconsummate the transactions contemplated by this Agreement;                                    (f)          PittsburghFinancial has taken or will take all steps necessary to exempt the transactionscontemplated by this Agreement from any applicable state takeover or similarlaw or takeover or similar provision in the charter documents or bylaws ofPittsburgh Financial and the Pittsburgh Financial Subsidiaries, includingwithout limitation any provisions of the Articles of Incorporation ofPittsburgh Financial restricting the ownership or acquisition of PittsburghFinancial's capital stock or imposing any "fair price" orsupermajority director or stockholder vote requirements; and                                   (g)          Subjectto the terms and conditions of this Agreement, Pittsburgh Financial agrees touse reasonable commercial efforts and to take, or to cause to be taken, allactions, and to do, or to cause to be done, all things necessary, proper, oradvisable under applicable laws and regulations to satisfy the conditions toClosing contained herein and to consummate and make effective the transactionscontemplated by this Agreement, including, without limitation, using reasonableefforts to lift or rescind any injunction or restraining or other orderadversely affecting the ability of the Parties to consummate the transactioncontemplated by this Agreement. **          5.3          Conductof Business -- Negative Covenants.**  From the date of this Agreement until the earlier of theEffective Time or the termination of this Agreement, Pittsburgh Financialcovenants and agrees it will neither do, nor agree or commit to do, nor permitany Pittsburgh Financial Subsidiary to do or commit or agree to do, any of thefollowing without the prior written consent of the chief executive officer orchief financial officer of First Commonwealth:                                    (a)          Exceptas expressly contemplated by this Agreement or the Plans of Merger, amend itsArticles of Incorporation or Bylaws; or                                    (b)          (i)Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly,any shares of its capital stock or other equity securities or any securities orinstruments convertible into any shares of its capital stock, or any rights oroptions to acquire any shares of its capital stock or other equity securities;or (ii) split or otherwise subdivide its capital stock; or (iii) recapitalizein any way; or (iv) declare a stock dividend on the Pittsburgh Financial CommonStock; or (v) pay or declare a cash dividend or make or declare any other typeof distribution on the Pittsburgh Financial Common Stock (except thatPittsburgh Financial may pay the regular quarterly cash dividend in an amountconsistent with past practice and not exceeding $0.095 per share); or                                    (c)          Acquiredirect or indirect control over any corporation, association, firm,organization or other entity, other than in connection with (i) internalreorganizations or consolidations involving existing Pittsburgh FinancialSubsidiaries, (ii) foreclosures in the

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Ordinary Course of Business and not knowingly exposing it to liabilityby reason of Hazardous Materials, or (iii) acquisitions of control in itsfiduciary capacity; or                                    (d)          Exceptin connection with the exercise of the Pittsburgh Financial Options listed onthe Pittsburgh Financial Disclosure Schedule or as expressly permitted by thisAgreement or the Plans of Merger, (i) issue, sell, agree to sell, or otherwisedispose of or otherwise permit to become outstanding any additional shares ofPittsburgh Financial Common Stock or any other capital stock of PittsburghFinancial or of any Pittsburgh Financial Subsidiary, or any stock appreciationrights, or any option, warrant, conversion, call, scrip, or other right toacquire any such stock, or any security convertible into any such stock, or(ii) sell, agree to sell, or otherwise dispose of any substantial part of theassets or earning power of Pittsburgh Financial or of any Pittsburgh FinancialSubsidiary; or (iii) sell, agree to sell, or otherwise dispose of any asset ofPittsburgh Financial or any Pittsburgh Financial Subsidiary other than in theOrdinary Course of Business for reasonable and adequate consideration; or (iv)buy, agree to buy or otherwise acquire a substantial part of the assets orearning power of any other Person or entity; or                                    (e)          Incur,or permit any Pittsburgh Financial Subsidiary to incur, any additional debtobligation or other obligation for borrowed money except in the Ordinary Courseof Business; or                                    (f)          Grantany increase in compensation or benefits to any of its employees or officersexcept for routine annual salary increases not to exceed 4% of such employee'sor officer's annual salary for the current fiscal year; pay any bonus; enterinto any severance agreements with any of its officers or employees; grant anyincrease in fees or other increases in compensation or other benefits to anydirector of Pittsburgh Financial or of any Pittsburgh Financial Subsidiary; oreffect any change in retirement benefits for any class of its employees orofficers, unless such change is required by applicable law; or                                    (g)          Hirea new employee with an annual compensation in excess of Fifty Thousand Dollars($50,000), amend any existing employment contract between it and any person(unless such amendment is required by law); enter into or amend anyindemnification agreement with any person; or enter into any new employmentcontract with any person that Pittsburgh Financial or any Pittsburgh FinancialSubsidiary (or its successors) does not have the unconditional right toterminate without liability (other than liability for services alreadyrendered), at any time on or after the Effective Time; or                                    (h)          Adoptany new employee benefit plan or terminate or make any material change in or toany existing employee benefit plan other than any change that is required bylaw or that, in the opinion of counsel, is necessary or advisable to maintainthe tax-qualified status of any such plan; or                                    (i)          Enterinto any new service contracts with an annual expense in excess of FifteenThousand Dollars ($15,000), other than contracts contemplated by thisAgreement, purchase or sale agreements or lease agreements that are material toPittsburgh Financial or any Pittsburgh Financial Subsidiary; or 

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                                   (j)          Makeany capital expenditure except for ordinary purchases, repairs, renewals orreplacements in an amount less than Fifteen Thousand Dollars ($15,000) perindividual expenditure; or                                    (k)          Otherthan in the Ordinary Course of Business, sell, transfer, mortgage, encumber orotherwise dispose of any of its properties, leases or assets to any person, orcancel, release or assign any indebtedness of any person, except pursuant tocontracts or agreements in force at the date of this Agreement; or                                    (l)          Otherthan as contemplated by this Agreement, enter into, renew, amend or terminateany Material Contract or material lease of real or personal property; or                                    (m)          Settleany claim, action or proceeding involving any liability of Pittsburgh Financialor any Pittsburgh Financial Subsidiaries for money damages in excess ofTwenty-Five Thousand Dollars ($25,000) or agree in connection with any suchsettlement to material restrictions upon the operations of Pittsburgh Financialor any Pittsburgh Financial Subsidiaries; or                                    (n)          Changeits method of accounting in effect at September 30, 2002, except as required bychanges in GAAP as recommended or approved by Pittsburgh Financial'sindependent auditors or as required by regulatory accounting principles orregulatory requirements; or                                    (o)          Enterinto any new activities or lines of business, or cease to conduct any materialactivities or lines of business that it conducts on the date hereof, or conductany material business activity not consistent with past practice; or                                    (p)          Make,renegotiate, renew, increase, extend or purchase any loan, lease (creditequivalent), advance, credit enhancement or other extension of credit, or makeany commitment in respect of any of the foregoing, except in the OrdinaryCourse of Business consistent with past practices, and in individual loanamounts of less than Five Hundred Thousand Dollars ($500,000) or aggregateamounts of less than One Million Dollars ($1,000,000), as determined underapplicable regulatory loan to one borrower requirements; or                                    (q)          Enterinto, renew or purchase any investments in derivatives contracts; or engage inany forward commitment, futures transaction, financial option transaction,hedging or arbitrage transaction or covered asset trading activities; or                                    (r)          Purchaseany investment securities or make any deposits other than in the OrdinaryCourse of Business; or                                    (s)          Enterinto any material transactions other than in the Ordinary Course of Business;or                                    (t)          Grantor commit to grant any new extension of credit to any officer, director orholder of two percent (2%) or more of the outstanding Pittsburgh FinancialCommon Stock, or to any corporation, partnership, trust or other entitycontrolled by any such person, if such extension of credit, together with allother credits then outstanding to the same 

33

borrower and all affiliated persons of such borrower, would exceed twopercent (2%) of the capital of BankPittsburgh or amend the terms of any suchcredit outstanding on the date hereof; or grant or commit to grant any newextension of credit to any employee at below market interest rates; or                                    (u)          Sell,purchase, enter into a material lease, relocate, open or close any office, orfile an application pertaining to such action with any government entity; or                                    (v)          Settleor compromise any material tax liability or agree to an extension of thestatute of limitations with respect to the assessment or determination of anytaxes, except in the Ordinary Course of Business; or                                    (w)          Agreein writing or otherwise to take any of the foregoing actions.**          5.4          AcquisitionProposals.**  From thedate hereof until the Closing or the termination hereof, Pittsburgh Financialshall not, nor shall Pittsburgh Financial authorize or permit any officers,directors, employees, representatives or other agents of Pittsburgh Financialor any Pittsburgh Financial Subsidiary to, directly or indirectly, (i) take anyaction to solicit, initiate or encourage any Acquisition Proposal or (ii)engage in negotiations with, or disclose any nonpublic information relating toPittsburgh Financial or any Pittsburgh Financial Subsidiary or afford access tothe properties, books or records of Pittsburgh Financial or any PittsburghFinancial Subsidiary to, any Person that may be considering making, or hasmade, an Acquisition Proposal; provided, however, that nothing contained inthis Agreement shall prevent Pittsburgh Financial or the Board of Directors ofPittsburgh Financial at any time prior to the consummation of the Merger from:                                   (a)          furnishingnonpublic information to, or affording access to the properties, books orrecords of Pittsburgh Financial or any Pittsburgh Financial Subsidiary to, orentering into negotiations with, any Person in connection with an unsolicitedAcquisition Proposal by such Person, if (a) Pittsburgh Financial's Board ofDirectors determines in good faith that such action is necessary to comply withtheir fiduciary duties to the shareholders of Pittsburgh Financial underapplicable law; (b) prior to furnishing any such nonpublic information to, orentering into discussions or negotiations with, such Person, PittsburghFinancial's Board of Directors receives from such Person an executedconfidentiality agreement with customary terms and (c) Pittsburgh Financial'sBoard of Directors concludes in the exercise of its fiduciary duties that theAcquisition Proposal is a Superior Proposal;                                   (b)          takingand disclosing to Pittsburgh Financial's shareholders any position, and makingany related filings with the SEC, as required by Rules 14e-2 and 14d-9 underthe Exchange Act, with respect to any Alternative Transaction that is a tenderoffer; provided, that Pittsburgh Financial's Board of Directors shall notrecommend that the shareholders of Pittsburgh Financial tender their shares ofPittsburgh Financial Common Stock in connection with any such tender offerunless the Board shall have determined in good faith that such action isnecessary to comply with its fiduciary duties under applicable law; or                                   (c)          ifan unsolicited Acquisition Proposal is received, informing the shareholders ofPittsburgh Financial that it no longer believes that the Merger is advisableand no 

34

longer recommends approval of the Merger (a "SubsequentDetermination"), approving or recommending an Alternative Transactionbased on that unsolicited Acquisition Proposal or entering into an AcquisitionAgreement with respect to such an Alternative Transaction if (i) PittsburghFinancial's Board of Directors determines in good faith that such action isnecessary to comply with its fiduciary duties under applicable law and (ii) PittsburghFinancial's Board of Directors concludes in good faith that the AcquisitionProposal is a Superior Proposal.Pittsburgh Financial will promptly notify First Commonwealth after receipt ofany Acquisition Proposal or any request for nonpublic information relating toPittsburgh Financial or any Pittsburgh Financial Subsidiary or for access tothe properties, books or records of Pittsburgh Financial or any PittsburghFinancial Subsidiary by any Person that has made an Acquisition Proposal andwill keep First Commonwealth fully informed of the status and details of anysuch Acquisition Proposal, indication or request.  Such written notice shall specify the material terms andconditions of the Acquisition Proposal, identify the Person making the SuperiorProposal, and state whether or not the Board of Directors of PittsburghFinancial intends to make a Subsequent Determination.  For a period of three business days following such notice,Pittsburgh Financial shall not take any action with respect to the AcquisitionProposal and shall provide an opportunity for First Commonwealth to proposesuch adjustments to the terms and conditions of this Agreement as would enablethe Board of Directors of Pittsburgh Financial to proceed with the transactionscontemplated herein on such adjusted terms.**          5.5          Accrualsand Reserves.**  At therequest of First Commonwealth, Pittsburgh Financial shall establish suchadditional accruals and reserves as may be necessary to conform PittsburghFinancial's accounting and credit loss reserve practices and methods to thoseof First Commonwealth; provided, however, that Pittsburgh Financial shall notbe required to take such action prior to the satisfaction or waiver of allconditions to Closing set forth in Article 6 (other than those conditionsrelating to the delivery of certificates, opinions and other instruments anddocuments at the Closing); provided further, however, that no such additionalaccruals and reserves will be required to be made more than two (2) businessdays prior to the Closing Date. No such additional accruals or reserves made byPittsburgh Financial pursuant to this Section 5.5 shall constitute or be deemedto be a breach, violation of or failure to satisfy any representation,warranty, covenant, agreement, condition or other provision of this Agreementor otherwise be considered in determining whether any such breach, violation orfailure to satisfy shall have occurred. The recording of any such adjustmentsshall not be deemed to imply any misstatement of previously furnished financialstatements or information and shall not be construed as concurrence ofPittsburgh Financial or its management with any such adjustments. **          5.6          AffiliateAgreements.** Pittsburgh Financial will use reasonable commercial efforts to causeeach person who is an Affiliate of Pittsburgh Financial for purposes of Rule145 under the Securities Act to execute and deliver to First Commonwealth on orbefore the mailing of the Proxy Statement/Prospectus for the PittsburghFinancial Shareholders' Meeting an agreement in such form as First Commonwealthmay reasonably request restricting the disposition of the shares of FirstCommonwealth Common Stock to be received by such person in exchange for suchperson's shares of Pittsburgh Financial Common Stock. 

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**ARTICLE6****CONDITIONS TO CLOSING**

**          6.1          Conditionsto the Obligations of Pittsburgh Financial.**  Unless waived in writing by PittsburghFinancial, all of the obligations of Pittsburgh Financial under this Agreementare subject to the fulfillment prior to or at the Closing of each of thefollowing conditions:                                    (a)          Representationsand Warranties. The representations and warranties of First Commonwealth containedin Section 3, if qualified by a reference to materiality, shall be true, and ifnot so qualified, shall be true in all material respects, as of the date ofthis Agreement and as of the Effective Time with the same effect as though madeat the Effective Time (except that representations and warranties that by theirterms speak specifically as of the date of this Agreement or some other dateshall be true and correct as of such date);                                   (b)          Performanceof Agreements and Covenants. First Commonwealth shall have performed andcomplied in all material respects with all agreements and covenants required bythis Agreement to be performed or complied with by it prior to or at theEffective Time;                                    (c)          Documents.In addition to the other deliveries of First Commonwealth described elsewherein this Agreement, Pittsburgh Financial shall have received the followingdocuments and instruments:                                                  (i)       acertificate signed by the Secretary or an assistant secretary of FirstCommonwealth dated as of the Closing Date certifying that:                                                           (A)        FirstCommonwealth's Board of Directors has duly adopted resolutions (copies of whichshall be attached to such certificate) approving this Agreement (including theHolding Company Plan of Merger) and authorizing the consummation of thetransactions contemplated by this Agreement and certifying that suchresolutions have not been amended or modified and remain in full force andeffect;                                                           (B)        eachperson executing this Agreement on behalf of First Commonwealth is an officerof First Commonwealth holding the office or offices specified therein, withfull power and authority to execute this Agreement and any and all otherdocuments in connection with the Merger, and that the signature of each personset forth on such certificate is his or her genuine signature; and                                                           (C)        thecharter documents of First Commonwealth attached to such certificate remain infull force and effect.                                                  (ii)      acertificate signed by a duly authorized officer of First Commonwealth statingthat the conditions set forth in Section 6.1(a) and Section 6.1(b) of thisAgreement have been fulfilled; and

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                                   (d)          TaxOpinion.  Pittsburgh Financial shallhave been furnished with an opinion of counsel to First Commonwealth, dated asof the Closing Date, to the effect that the Merger will qualify as areorganization within the meaning of Section 368(a) of the Code.**          6.2          Conditionsto the Obligations of First Commonwealth.**  Unless waived in writing by FirstCommonwealth, all of the obligations of First Commonwealth under this Agreementare subject to the fulfillment prior to or at the Closing of each of thefollowing conditions:                                   (a)          Representationsand Warranties. The representations and warranties of Pittsburgh Financialcontained in Section 4, if qualified by a reference to materiality, shall betrue, and if not so qualified, shall be true in all material respects, as ofthe date of this Agreement and as of the Effective Time with the same effect asthough made at the Effective Time (except that representations and warrantiesthat by their terms speak specifically as of the date of this Agreement or someother date shall be true and correct as of such date);                                   (b)          Performanceof Agreements and Covenants. Pittsburgh Financial shall have performed andcomplied in all material respects with all agreements and covenants required bythis Agreement to be performed or complied with by it prior to or at theEffective Time;                                   (c)          Documents.In addition to the documents described elsewhere in this Agreement, FirstCommonwealth shall have received the following documents and instruments:                                                  (i)       acertificate signed by the Secretary or an assistant secretary of PittsburghFinancial dated as of the Closing Date certifying that:                                                           (A)        PittsburghFinancial's Board of Directors and the Pittsburgh Financial Shareholders haveduly adopted resolutions (copies of which shall be attached to suchcertificate) approving this Agreement (including the Holding Company Plan ofMerger) and authorizing the consummation of the transactions contemplated bythis Agreement and certifying that such resolutions have not been amended ormodified and remain in full force and effect;                                                           (B)        eachperson executing this Agreement on behalf of Pittsburgh Financial is an Officerof Pittsburgh Financial, as the case may be, holding the office or officesspecified therein, with full power and authority to execute this Agreement andany and all other documents in connection with the Merger, and that thesignature of each person set forth on such certificate is his or her genuine signature;and                                                           (C)        thecharter documents of Pittsburgh Financial attached to such certificate remainin full force and effect; and                                                  (ii)      acertificate signed by a duly authorized officer of Pittsburgh Financial statingthat the conditions set forth in Sections 6.2(a), (b) and (d) of this Agreementhave been satisfied;

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                                   (d)          Accrualsand Reserves. Pittsburgh Financial shall have established any accruals andreserves described in Section 5.5.**          6.3          Conditionsto Obligations of All Parties.**  The obligation of each party to effect the transactionscontemplated hereby shall be subject to the fulfillment, at or prior to theClosing, of the following conditions:                                    (a)          NoPending or Threatened Claims. That no claim, action, suit, investigation orother proceeding shall be pending or threatened before any court orgovernmental agency which presents a substantial risk of the restraint orprohibition of the transactions contemplated by this Agreement or the obtainingof material damages or other relief in connection therewith;                                    (b)          GovernmentApprovals. The Parties hereto shall have received all applicable GovernmentApprovals for the consummation of the transactions contemplated herein and allwaiting periods incidental to such approvals or notices given shall haveexpired;                                    (c)          EffectiveRegistration Statement. The Registration Statement shall have becomeeffective and no stop order or other order suspending the RegistrationStatement shall have been issued and no proceedings for that purpose shall havebeen initiated or threatened by the SEC or any other Regulatory Authority;                                    (d)          ShareholderVote. The Pittsburgh Financial Shareholders shall have approved of the transactionscontemplated hereby by the applicable requisite vote; and                                    (e)          NYSEListing.  The shares of FirstCommonwealth Common Stock that shall be issued to the stockholders ofPittsburgh Financial upon consummation of the Merger shall have been authorizedfor listing on the NYSE, subject to official notice of issuance.

**ARTICLE 7****TERMINATION**

**          7.1          Termination.**  ThisAgreement and the Plans of Merger may be terminated at any time prior to theClosing, as follows:                                    (a)          Bymutual consent in writing of the Parties;                                    (b)          ByFirst Commonwealth or Pittsburgh Financial:                                                 (i)       Inthe event the Closing shall not have occurred by March 31, 2004, unless thefailure of the Closing to occur shall be due to the failure of the partyseeking to terminate this Agreement to perform its obligations hereunder in atimely manner; provided, however, that, if First Commonwealth and FCB shallhave filed any and all applications to obtain the requisite GovernmentApprovals within sixty (60) days of the date hereof, and if the Closing shallnot have occurred solely because of a delay in the approval of any suchapplication, then First Commonwealth may, by written notice to PittsburghFinancial, extend the date referenced in the first sentence of this Section7.1(b) to June 30, 2004; 

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                                                 (ii)      Upondenial of any Government Approval necessary for the consummation of the Mergeror the Bank Merger (or should such approval be conditioned upon a substantialdeviation from the transactions contemplated); provided, however, that eitherFirst Commonwealth or Pittsburgh Financial may, upon written notice to theother, extend the term of this Agreement for only one sixty (60) day period toappeal such denial or condition(s), provided that such appeal has been madewithin ten (10) business days of the receipt thereof; provided, further, thatno party shall have the right to terminate this Agreement pursuant to thisSection 7.1(b)(ii) if such denial shall be due to the failure of that party toperform or observe the covenants and agreements of such party set forth herein;or                                                 (iii)     Ifthe Pittsburgh Financial Shareholders do not approve this Agreement and theMerger at the Pittsburgh Financial Shareholders' Meeting or any adjournmentthereof.                                   (c)          ByFirst Commonwealth:                                                 (i)       ifPittsburgh Financial's Board of Directors shall have (a) failed to include inthe Proxy Statement its recommendation without modification or qualificationthat the shareholders of Pittsburgh Financial approve this Agreement and theMerger, (b) approved or recommended or entered into any agreement with respectto any other Acquisition Proposal, (c) withdrawn, modified or qualified itsrecommendation of this Agreement or the Merger in a manner adverse to theinterests of First Commonwealth or (d) resolved to do any of the foregoing; or                                                 (ii)      IfPittsburgh Financial has breached any representation, warranty or covenantcontained in this Agreement, which breach would result in the nonfulfillment ofone or more of the conditions to the obligations of First Commonwealth setforth in Section 6.2, First Commonwealth has notified Pittsburgh Financial ofthe breach, and either such breach is incapable of being cured or, if capableof being cured, has not been cured within 15 days after the notice of breach.                                   (d)          ByPittsburgh Financial:                                                 (i)       IfFirst Commonwealth has breached any representation, warranty or covenantcontained in this Agreement, which breach would result in the nonfulfillment ofone or more of the conditions to the obligations of Pittsburgh Financial setforth in Section 6.1, Pittsburgh Financial has notified First Commonwealth ofthe breach, and either such breach is incapable of being cured or, if capableof being cured, has not been cured within 15 days after the notice of breach;or                                                 (ii)      if,after it has received a Superior Proposal in compliance with Section 5.4 andotherwise complied with all of its obligations under Section 5.4, PittsburghFinancial's Board of Directors determines in good faith to terminate thisAgreement, after concluding that such action is necessary to comply with itsfiduciary duties to the shareholders of Pittsburgh Financial under applicablelaw.**          7.2          Effectof Termination.**  In the event that this Agreementshould be terminated pursuant to Section 7.1 hereof, all further obligations ofthe parties under this Agreement, other 

39

than the provisions of Section 7.3, shall terminate without furtherliability of any party to another; provided, however, that a termination underSection 7.1 hereof shall not relieve any party of any liability for a breach ofthis Agreement or for any misstatement or misrepresentation made hereunderprior to such termination, or be deemed to constitute a waiver of any availableremedy for any such breach, misstatement or misrepresentation. **          7.3          TerminationFee.**                                   (a)          UponTermination.  If (i) FirstCommonwealth shall terminate this Agreement pursuant to clause (i) of Section7.1(c) or (ii) Pittsburgh Financial shall terminate this Agreement pursuant toclause (ii) of Section 7.1(d), then, in either case, Pittsburgh Financial shallpay to First Commonwealth, within five Business Days of such termination, afee, in cash, in an amount equal to 4% of the product of the number of sharesof outstanding Pittsburgh Financial Common Stock as of the date of terminationtimes the Per Share Cash Consideration (the "Termination Fee").                                     (b)          UponSubsequent Transaction.  If (i) thisAgreement is terminated by either party pursuant to clause (iii) of Section7.1(b), (ii) an Acquisition Proposal (other than by First Commonwealth) ispending at the time of the Pittsburgh Financial Shareholders' Meeting and (iii)with 12 months after the date of the Pittsburgh Financial Shareholders'Meeting, Pittsburgh Financial shall consummate an Alternative Transaction, thenPittsburgh Financial shall pay to First Commonwealth on demand an amount incash equal to the Termination Fee; provided that no such amount shall bepayable if the Termination Fee was paid under Section 7.3(a).

**ARTICLE8MISCELLANEOUS**

**          8.1          Survival.**  Therepresentations, warranties, covenants and agreements made in this Agreement orin any instrument, agreement, certificate or other document delivered pursuantto this Agreement shall not survive the Closing or any termination of thisAgreement except that (i) the provisions of Sections 1.10 and 1.11 shallsurvive the Closing, (ii) Section 7.2 and Section 7.3 shall survive anytermination of this Agreement, (iii) the provisions of this Article 8 shallsurvive the Closing and any termination of this Agreement; and (iv) covenantsthat by their terms are to be performed after the Effective Time, including,without limitation, the covenants set forth in Section 4.4, shall surviving theClosing.**          8.2          Notices.**  Allnotices and other communications required or permitted hereunder shall be inwriting and shall be sent by facsimile, hand delivery or reputable overnightcourier.  The facsimile numbers andaddresses of the parties set forth below shall be used for the delivery ofnotices unless and until a party changes its facsimile number or address forsuch purposes by notice to the other parties. Each such notice or other communication shall be effective (i) if givenby facsimile, when transmission of the facsimile is confirmed by the sender'sfacsimile machine, (ii) if given by reputable overnight courier, one businessday after being delivered to the courier or (iii) if given by any other means,when actually received. 

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If to PittsburghFinancial:          PittsburghFinancial Corporation                                                1001Village Run Road                                                Wexford,PA  15090                                                Fax:  (724)933-4533                                                 Attn:  J.Ardie "Butch" DillenWith a copyto:                        Elias,Matz, Tiernan & Herrick L.L.P.                                                73415th Street, N.W.                                                12thFloor                                                Washington,DC  20005                                                Fax:  (202)347-2172                                                  Attn:  KevinM. HoulihanIf to First Commonwealth:        FirstCommonwealth Financial Corporation                                                22North Sixth Street                                                Indiana,PA 15701                                                Fax:  (724)349-6427                                                Attn:  John.J. DolanWith a copyto:                         Sherman& Howard L.L.C.                                                633Seventeenth Street, Suite 3000                                                Denver,Colorado 80202                                                Fax:  (303)298-0940                                                Attn:  AndrewL. Blair, Jr.or to such other address as any party hereto may hereafter designate to theother parties in writing. **          8.3          Jurisdiction;Venue.** Each of the parties hereto (i) agreesthat any legal action or proceeding with respect to any dispute that arises outof this Agreement or any of the transactions contemplated hereby shall bebrought in the state or federal courts of appropriate subject matterjurisdiction in Pittsburgh, Pennsylvania and (ii) hereby submits itself to theexclusive personal jurisdiction of such courts.  Each party waives any objection to venue in any such court.**          8.4          Amendmentsand Supplements.**  At any time prior to the ClosingDate, this Agreement may be amended or supplemented by a written instrumentsigned by First Commonwealth and Pittsburgh Financial; provided that, after theadoption of this Agreement by the shareholders of Pittsburgh Financial, withoutthe affirmative vote of the holders of shares of Pittsburgh Financial CommonStock representing a majority of the votes that may be cast by the holders ofall then outstanding shares of Pittsburgh Financial Common Stock, PittsburghFinancial will not (i) enter into any amendment to this Agreement that wouldalter or change any of the terms and conditions of this Agreement if suchalteration or change would materially adversely affect the holders of shares ofPittsburgh Financial Common Stock, or (ii) waive any condition set forth inSection 6.1 or 6.3 if such waiver would materially adversely affect the holdersof shares of Pittsburgh Financial Common Stock

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**          8.5          GoverningLaw.**  This Agreement shall be governed byand construed in accordance with the laws of the Commonwealth of Pennsylvaniawithout giving effect to any choice of law or conflict of laws rule orprovision that would cause the application of the domestic substantive laws ofany other jurisdiction. **          8.6          EntireAgreement, Assignability, Etc.**  This Agreement(including the Pittsburgh Financial Disclosure Schedule) constitutes the entireagreement, and supersedes all other prior agreements and understandings, bothwritten and oral, among the parties, or any of them, with respect to thetransactions and matters contemplated hereby, (ii) is not intended to conferany right or remedies upon any Person other than the parties hereto, theshareholders of Pittsburgh Financial, and other than with respect to the covenantsand agreements set forth in Sections 4.4, 4.9, and 4.10, to be performed orsatisfied following the Effective Time, and (iii) shall not be assignable byeither party without the prior written consent of the other party.**          8.7          Exclusivityof Representations.**  Pittsburgh Financial has not andshall not be deemed to have made to First Commonwealth any representation orwarranty other than as expressly made by Pittsburgh Financial inSection 3.  First Commonwealth havenot and shall not be deemed to have made to Pittsburgh Financial anyrepresentation or warranty other than as expressly made by First Commonwealthin Section 2.**          8.8          Counterparts.**  ThisAgreement may be executed in any number of counterparts, each of which shall bedeemed an original but all of which together shall constitute but one and thesame instrument.  The signatures of theparties on this Agreement may be delivered by facsimile and any such facsimilesignature shall be deemed an original.**          8.9          Publicity.**  Promptlyfollowing the execution of this Agreement, Pittsburgh Financial and FirstCommonwealth shall issue a joint press release announcing the transactionscontemplated hereby, which shall be reasonably acceptable to PittsburghFinancial and First Commonwealth. Following that release and prior to the consummation of the Merger,except as required by law or any listing agreement with a securities exchangeor interdealer quotation system, neither Pittsburgh Financial nor FirstCommonwealth nor any Subsidiary of Pittsburgh Financial or First Commonwealthwill, with respect to the transactions contemplated hereby, issue any pressrelease or make any public statements or mail any communications or letters totheir respective shareholders generally, except with the prior approval of theother party or as otherwise permitted by this Agreement.  With respect to any communication believedto be required by law or any listing agreement with a securities exchange orinterdealer quotation system, the party making such communication agrees toprovide a copy of the text of such communication to the other party prior toits release and to afford the other party a reasonable opportunity to commentthereon.**          8.10         Headings;Terms.**  The section headings contained inthis Agreement are for convenience only and will not affect in any way themeaning or interpretation of this Agreement. Defined terms will have the meanings specified, applicable to bothsingular and plural forms, for all purposes of this Agreement.  All pronouns (and any variation) will bedeemed to refer to the masculine, feminine or neuter, as the identity of thePerson may require.  The singular orplural includes the other, as the context requires or permits.  The word include (and any variation) is usedin an illustrative sense rather than a limiting sense.  The word "day" means a calendarday,

42

unless a Business Day is specified. All references to "Sections" are to sections of this Agreementunless indicated otherwise.**          8.11         Severability.**  Theinvalidity or unenforceability of any term or provision of this Agreement shallnot affect the validity or enforceability of the remaining terms and provisionshereof.**          8.12         Waivers.**  Nowaiver by either party of any default, misrepresentation or breach of warrantyor covenant hereunder will be deemed to extend to any prior or subsequentdefault, misrepresentation or breach of warranty or covenant hereunder oraffect in any way any rights arising by virtue of any prior or subsequent suchoccurrence, and no waiver will be effective unless set forth in writing andsigned by the party against whom such waiver is asserted.**          8.13         Paymentof Expenses.**  Whether or not the transactionscontemplated by this Agreement are consummated, First Commonwealth andPittsburgh Financial shall each pay its own fees and expenses (including,without limitation, legal fees and expenses) incurred by it in connection withthe transactions contemplated hereunder. **          8.14         Construction.**  Theparties have participated jointly in the negotiation and drafting of thisAgreement.  In the event an ambiguity orquestion of intent or interpretation arises, this Agreement will be construedas if drafted jointly by the parties and no presumption or burden of proof willarise favoring or disfavoring a party by virtue of the authorship of any of theprovisions of this Agreement. **          8.15         RemediesCumulative.**  All remedies provided in thisAgreement, by law, equity or otherwise, shall be cumulative and notalternative. **          8.16         Incorporationof Disclosure Schedule.**  The Pittsburgh FinancialDisclosure Schedule is incorporated herein by reference and made a part hereof.For purposes of this Agreement, any matter disclosed in any portion of thePittsburgh Financial Disclosure Schedule shall be deemed to have been disclosedfor purposes of and to be an exception to all representations and warranties ofPittsburgh Financial in this Agreement. 

[Signature page follows.]43

IN WITNESS WHEREOF, each of the Parties hereto has duly executed anddelivered this Agreement as of the date first written above.                                                                       FirstCommonwealth Financial Corporation                                                                      By: /S/JOSEPH E.O'DELL                                                                                                     Name:  JosephE. O'Dell                                                                      Title:  Presidentand Chief Executive Officer                                                                      FirstCommonwealth Bank                                                                      By: /S/JOHNSTON A.GLASS                                                                                               Name:  JohnstonA. Glass                                                                      Title:  Presidentand Chief Executive Officer                                                                      PittsburghFinancial Corp.                                                                      By: /S/J. ARDIEDILLEN                                                                                                       Name:  J.Ardie Dillen                                                                      Title:  Chairman,President and Chief                                                                                   ExecutiveOfficer                                                                      PittsburghSavings Bank                                                                      By: /S/J. ARDIE DILLEN                                                                                                       Name:  J.Ardie Dillen                                                                      Title:  Chairman,President and Chief                                                                                   ExecutiveOfficer

 

**AGREEMENTAND PLAN OF MERGERamongFIRST COMMONWEALTH FINANCIAL CORPORATIONFIRST COMMONWEALTH BANKPITTSBURGH FINANCIAL CORP.andPITTSBURGH SAVINGS BANKDated as of August 8, 2003**

** **

**TABLE OF CONTENTS**

| **ARTICLE  1 BASIC TRANSACTION...........................................................................**                                                                                                                                                         | **2**                                                                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    1.1                                                                                                                                                                                                                                               | Merger........................................................................................................................                                                                                                              | 2 |
|    1.2                                                                                                                                                                                                                                               | Bank Merger...............................................................................................................                                                                                                                  | 2 |
|    1.3                                                                                                                                                                                                                                               | Effective Time..............................................................................................................                                                                                                                | 2 |
|    1.4                                                                                                                                                                                                                                               | Conversion of  Pittsburgh Financial Common Stock....................................................... ................................................................................................................................... | 2 |
|    1.5                                                                                                                                                                                                                                               | PFC Treasury Stock;  Shares owned by First Commonwealth.......................................                                                                                                                                              | 3 |
|    1.6                                                                                                                                                                                                                                               | First Commonwealth  Common Stock...........................................................................                                                                                                                                 | 3 |
|    1.7                                                                                                                                                                                                                                               | Fractional Shares.........................................................................................................                                                                                                                  | 3 |
|    1.8                                                                                                                                                                                                                                               | Anti-Dilution................................................................................................................                                                                                                               | 3 |
|    1.9                                                                                                                                                                                                                                               | Pittsburgh Financial  Options.........................................................................................                                                                                                                      | 3 |
|    1.10                                                                                                                                                                                                                                              | Election and Exchange  Procedures...............................................................................                                                                                                                            | 5 |
|    1.11                                                                                                                                                                                                                                              | Withholding Rights.......................................................................................................                                                                                                                   | 9 |
|    1.12                                                                                                                                                                                                                                              | Closing........................................................................................................................                                                                                                             | 9 |
| **ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF FIRST                      COMMONWEALTH  AND FCB...............................................................** | **9**                                                                                                                                                                                                                                       |
|    2.1                                                                                                                                                                                                                                               | Organization and  Corporate Authority of First Commonwealth......................................                                                                                                                                           | 9 |
|    2.2                                                                                                                                                                                                                                               | Organization and  Qualification of FCB..........................................................................                                                                                                                            | 10 |
|    2.3                                                                                                                                                                                                                                               | Authority.....................................................................................................................                                                                                                              | 10 |
|    2.4                                                                                                                                                                                                                                               | No Legal Bar...............................................................................................................                                                                                                                 | 10 |
|    2.5                                                                                                                                                                                                                                               | Approvals, Consents and  Filings...................................................................................                                                                                                                         | 11 |
|    2.6                                                                                                                                                                                                                                               | Financial Statements.....................................................................................................                                                                                                                   | 11 |
|    2.7                                                                                                                                                                                                                                               | No Material Adverse  Change.......................................................................................                                                                                                                          | 11 |
|    2.8                                                                                                                                                                                                                                               | Capitalization of First  Commonwealth...........................................................................                                                                                                                            | 11 |
|    2.9                                                                                                                                                                                                                                               | Capitalization of FCB...................................................................................................                                                                                                                    | 11 |
|    2.10                                                                                                                                                                                                                                              | Disclosure....................................................................................................................                                                                                                              | 12 |
| **ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PITTSBURGH                      FINANCIAL  AND BANKPITTSBURGH.................................................**  | **12**                                                                                                                                                                                                                                      |
|    3.1                                                                                                                                                                                                                                               | Organization and  Qualification of Pittsburgh Financial and Subsidiaries..........................                                                                                                                                          | 12 |
|    3.2                                                                                                                                                                                                                                               | Organization and  Qualification of BankPittsburgh..........................................................                                                                                                                                 | 13 |
|    3.3                                                                                                                                                                                                                                               | Authority.....................................................................................................................                                                                                                              | 13 |
|    3.4                                                                                                                                                                                                                                               | No Legal Bar...............................................................................................................                                                                                                                 | 13 |
|    3.5                                                                                                                                                                                                                                               | Approvals, Consents and  Filings...................................................................................                                                                                                                         | 14 |
|    3.6                                                                                                                                                                                                                                               | Financial Statements.....................................................................................................                                                                                                                   | 14 |
|    3.7                                                                                                                                                                                                                                               | Undisclosed  Liabilities..................................................................................................                                                                                                                  | 14 |
|    3.8                                                                                                                                                                                                                                               | Regulatory Reports......................................................................................................                                                                                                                    | 14 |
|    3.9                                                                                                                                                                                                                                               | Books and Records.....................................................................................................                                                                                                                      | 14 |
|    3.10                                                                                                                                                                                                                                              | Tax Matters.................................................................................................................                                                                                                                | 15 |
|    3.11                                                                                                                                                                                                                                              | Litigation and  Proceedings............................................................................................                                                                                                                     | 16 |
|    3.12                                                                                                                                                                                                                                              | Business Operations.....................................................................................................                                                                                                                    | 16 |
|    3.13                                                                                                                                                                                                                                              | Absence of Changes;  Operation in the Ordinary Course...............................................                                                                                                                                        | 19 |
|    3.14                                                                                                                                                                                                                                              | Employees and Benefits...............................................................................................                                                                                                                       | 19 |
|    3.15                                                                                                                                                                                                                                              | Certain Agreements.....................................................................................................                                                                                                                     | 21 |
|      3.16                                                                                                                                                                                                                                            | Capitalization of  Pittsburgh Financial.............................................................................                                                                                                                        | 21 |

 

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|    3.17                                                                                            | Capitalization of  BankPittsburgh...................................................................................             | 21 |
|-------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|----|
|    3.18                                                                                            | Pittsburgh Financial  Subsidiaries...................................................................................            | 22 |
|    3.19                                                                                            | Allowance for Loan  Losses..........................................................................................             | 22 |
|    3.20                                                                                            | Absence of Brokers.....................................................................................................          | 22 |
|    3.21                                                                                            | Representations and  Warranties...................................................................................               | 22 |
| **ARTICLE 4 COVENANTS OF FIRST COMMONWEALTH....................................**                                 | **23**                                                                                                                           |
|    4.1                                                                                             | Regulatory Approvals..................................................................................................           | 23 |
|    4.2                                                                                             | Preparation of  Registration Statement...........................................................................                | 23 |
|    4.3                                                                                             | Registration Statement  Effectiveness.............................................................................               | 23 |
|    4.4                                                                                             | Employees and Employee  Benefits...............................................................................                  | 24 |
|    4.5                                                                                             | Reasonable Efforts to  Close.........................................................................................            | 27 |
|    4.6                                                                                             | Access........................................................................................................................   | 27 |
|    4.7                                                                                             | NYSE.........................................................................................................................    | 27 |
|    4.8                                                                                             | Updating of  Representations.........................................................................................            | 27 |
|    4.9                                                                                             | Indemnification.............................................................................................................     | 28 |
|    4.10                                                                                            | Insurance.....................................................................................................................   | 28 |
| **ARTICLE 5 COVENANTS OF PITTSBURGH FINANCIAL.....................................**                              | **29**                                                                                                                           |
|    5.1                                                                                             | Shareholders' Meeting..................................................................................................          | 29 |
|    5.2                                                                                             | Conduct of Business --  Affirmative Covenants..............................................................                      | 29 |
|    5.3                                                                                             | Conduct of Business --  Negative Covenants.................................................................                      | 31 |
|    5.4                                                                                             | Acquisition Proposals...................................................................................................         | 34 |
|    5.5                                                                                             | Accruals and Reserves.................................................................................................           | 35 |
|    5.6                                                                                             | Affiliate Agreements.....................................................................................................        | 35 |
| **ARTICLE 6 CONDITIONS TO CLOSING..................................................................**             | **36**                                                                                                                           |
|    6.1                                                                                             | Conditions to the  Obligations of Pittsburgh Financial.....................................................                      | 36 |
|    6.2                                                                                             | Conditions to the  Obligations of First Commonwealth...................................................                          | 37 |
|    6.3                                                                                             | Conditions to  Obligations of All Parties.........................................................................               | 38 |
| **ARTICLE 7 TERMINATION........................................................................................** | **38**                                                                                                                           |
|    7.1                                                                                             | Termination..................................................................................................................    | 38 |
|    7.2                                                                                             | Effect of Termination....................................................................................................        | 39 |
|    7.3                                                                                             | Termination Fee...........................................................................................................       | 40 |
| **ARTICLE 8 MISCELLANEOUS...................................................................................**    | 40                                                                                                                               |
|    8.1                                                                                             | Survival.......................................................................................................................  | 40 |
|    8.2                                                                                             | Notices........................................................................................................................  | 40 |
|    8.3                                                                                             | Jurisdiction; Venue.......................................................................................................       | 41 |
|    8.4                                                                                             | Amendments and  Supplements.....................................................................................                 | 41 |
|    8.5                                                                                             | Governing Law............................................................................................................        | 42 |
|    8.6                                                                                             | Entire Agreement,  Assignability, Etc.............................................................................               | 42 |
|    8.7                                                                                             | Exclusivity of  Representations.......................................................................................           | 42 |
|    8.8                                                                                             | Counterparts................................................................................................................     | 42 |
|    8.9                                                                                             | Publicity....................................................................................................................... | 42 |
|    8.10                                                                                            | Headings; Terms..........................................................................................................        | 42 |
|    8.11                                                                                            | Severability..................................................................................................................   | 43 |
|    8.12                                                                                            | Waivers.......................................................................................................................   | 43 |

 

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|    8.13 | Payment of Expenses...................................................................................................       | 43 |
|------------------------|------------------------------------------------------------------------------------------------------------------------------|----|
|    8.14 | Construction................................................................................................................ | 43 |
|    8.15 | Remedies Cumulative...................................................................................................       | 43 |
|    8.16 | Incorporation of  Disclosure Schedule...........................................................................             | 43 |

| **Exhibits:** |                                     |
|---------------|------------------------------------------|
| Exhibit A     | Holding Company Plan of Merger           |
| Exhibit B     | Bank Plan of Merger                      |
| Exhibit C     | Definitions                              |
| Exhibit D     | Pittsburgh Financial Disclosure Schedule |

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**ExhibitC****Definitions**

 

          "AcquisitionProposal" means any tender offer, agreement, understanding or otherproposal of any nature pursuant to which any Person, other than FirstCommonwealth or a First Commonwealth Subsidiary, would directly or indirectlyengage in an Alternative Transaction.           "Affiliate"of a party means any person, partnership, corporation, association or otherlegal entity directly or indirectly controlling, controlled by or under commoncontrol with that party.           "Agreement"shall have the meaning given to such term in the first paragraph.          "AggregateCash Consideration" means $11,399,048.           "AlternativeTransaction" means a transaction or series of transactions in which anyPerson, other than First Commonwealth or a First Commonwealth Subsidiary,merges or consolidates with or into Pittsburgh Financial or BankPittsburgh,acquires substantially all of the assets of Pittsburgh Financial orBankPittsburgh, or acquires beneficial ownership (determined pursuant to Rule13d-3 of the Exchange Act) of at least a majority of the total voting power ofPittsburgh Financial or BankPittsburgh.          "ATM"means an automated teller machine.          "AverageClosing Price" means the average closing price of the First CommonwealthCommon Stock on the NYSE for the ten trading days ending with the third tradingday prior to the Closing.          "Balance SheetDate" shall have the meaning given to such term in Section 3.13.           "Bank CommonStock" shall have the meaning given to such term in Section 3.17.           "BankMerger" shall have the meaning given to such term in the Recitals.           "Bank Plan ofMerger" shall have the meaning given to such term in the Recitals.           "BankPittsburgh"shall have the meaning given to such term in the Recitals.          "BHCA"shall have the meaning given to such term in Section 2.1.          "CancelledOption Holder" shall have the meaning given to such term in Section1.9(a)(i).          "Cash ElectionShares" shall have the meaning given to such term in Section 1.10(a).           "Claim"shall have the meaning given to such term in Section 4.9.          "Closing"shall have the meaning given to such term in Section 1.12. 

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          "ClosingDate" shall have the meaning given to such term in Section 1.12.           "Code"means the Internal Revenue Code of 1986, as amended.          "ContinuingEmployees" shall have the meaning given to such term in Section 4.4(b).          "ContinuingOption Holder" shall have the meaning given to such term in Section1.9(a)(ii).          "Costs"shall have the meaning given to such term in Section 4.9.          "EffectiveTime" shall have the meaning given to such term in Section 1.3.           "ElectionDeadline" shall have the meaning given to such term in Section 1.10(b).           "ElectionForm" shall have the meaning given to such term in Section 1.10(a).           "EnvironmentalRegulations" means all applicable statutes, regulations, rules,ordinances, codes, licenses, permits, orders, approvals, plans, authorizations,concessions, franchises, and similar items of all governmental entities and allapplicable judicial, administrative, and regulatory decrees, judgments, andorders relating to the protection of human health, the environment, or the use,storage, recycling, treatment, generation, transportation, processing,handling, labeling, production, release or disposal of HazardousMaterials.            "ERISA"shall mean the Employee Retirement Income Security Act of 1974, as amended.           "ERISAAffiliate" means, with respect to any entity, any entity that is, or atany applicable time was, a member of (A) a controlled group of corporations (asdefined in Section 414(b) of the Code), (B) a group of trades or businessesunder common control (as defined in Section 414(c) of the Code), or (D) anaffiliated service group (as defined under Section 414(m) of the Code or theregulations under Section 414(o) of the Code), any of which includes the firstentity.          "ESOP"shall have the meaning given to such term in Section 4.4(d).****          "ExchangeAct" shall mean the Securities Exchange Act of 1934, as amended.          "ExchangeAgent" shall have the meaning given to such term in Section 1.10(a).           "ExchangeRatio" shall be calculated by dividing (x) the Per Share CashConsideration by (y) the Average Closing Price.           "FCB"shall have the meaning given to such term in the Recitals.          "FirstCommonwealth" shall have the meaning given to such term in the firstparagraph.           "FirstCommonwealth Common Stock" shall have the meaning given to such term inthe Recitals. 

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          "FirstCommonwealth Filings" shall have the meaning given to such term in Section2.6.          "FirstCommonwealth Subsidiary" means any Person in which First Commonwealth,directly or indirectly, owns at least a majority of the stock or other equityinterests of such Person or possess at least a majority of the total votingpower of such Person.          "FDIC"shall have the meaning given to such term in Section 2.2.          "FRB"shall have the meaning given to such term in Section 2.1.          "GAAP"shall mean accounting principles generally accepted in the United States,consistently applied.           "GovernmentApproval" means the regulatory and government approvals specified inSections 2.5 and 3.5.           "HazardousMaterials" means any substance the presence of which requiresinvestigation or remediation under any federal, state or local statute,regulation, ordinance, order, action, policy or common law or which is orbecomes defined as a hazardous waste, hazardous substance, hazardous material,used oil, pollutant or contaminant under any federal, state or local statute,regulation, rule or ordinance or amendments thereto.            "HoldingCompany Plan of Merger" shall have the meaning given to such term in theRecitals.           "IndemnifiedParties" shall have the meaning given to such term in Section 4.9.          "IntellectualProperty Rights" shall have the meaning given to such term in Section3.12(e).          "IRS"shall mean the Internal Revenue Service.          "Knowledge"means, with respect to any Person, the knowledge of such Person's officers andmanagement personnel, after a reasonable inquiry.          "LeasedProperty" shall have the meaning given to such term in Section 3.12(g).          "Leases"shall have the meaning given to such term in Section 3.12(f).          "MaterialAdverse Change" or "Material Adverse Effect" shall mean, withrespect to any Person, any change, effect, event, occurrence or state of factsthat is, or would reasonably be expected to be, (i) materially adverse to thebusiness, financial condition or results of operations of such Person, otherthan a change, effect, event, occurrence or state of facts resulting from (u)any change in banking or similar laws, rules or regulations of generalapplicability or interpretations thereof by courts or governmental authorities,(v) any change in GAAP or regulatory accounting principles, in each case whichaffects banks, savings banks or their holding companies generally, (x) changesin general economic conditions or interest rates affecting savings banks andbanks generally, (y) expenses incurred in connection with the 

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transactions contemplated hereby and (z) the effects of any action oromission taken pursuant to this Agreement or with the prior consent of theother party or (ii) which materially impairs the ability of such Person toconsummate the transactions contemplated hereby.          "MaterialContract" means all of the following written contracts, agreements,mortgages, security agreements, deeds of trust, guarantees or commitments towhich Pittsburgh Financial or any Pittsburgh Financial Subsidiary is a party,or by which it may be bound: (a) anyemployment, bonus or consulting contract; (b) anycontract concerning a partnership or joint venture; (c) anycontract or agreement that restricts Pittsburgh Financial or any PittsburghFinancial Subsidiary (or would restrict such First Commonwealth as thesurviving corporation after the Effective Time) from competing in any line ofbusiness in any location; (d) any loan, agreement, note, capital leaseagreement or other agreement evidencing or related to indebtedness ofPittsburgh Financial or any Pittsburgh Financial Subsidiary for borrowed money;(e) anymortgage, pledge, conditional sales contract, security agreement, option, orany other similar agreement that creates any lien, claim, charge or encumbranceon or any right to purchase any asset of Pittsburgh Financial or any PittsburghFinancial Subsidiary, or any interest therein (other than those in whichBankPittsburgh is mortgagee, secured party or deed of trust beneficiary, ineach case arising in the ordinary course of its business); (f) anyagreement relating to business acquisitions or dispositions not yetconsummated; (g) anyguarantee or indemnification other than letters of credit or loan commitmentsissued by BankPittsburgh in the Ordinary Course of Business; (h) any contract involvingthe payment or receipt of more than $25,000 or having a term or requiringperformance over a period of more than 90 days; or (i) any other contractthat is material to Pittsburgh Financial on a consolidated basis.          "Merger"shall have the meaning given to such term in the Recitals.          "MultiemployerPlans" shall have the meaning given to such term in Section 3.14(c).          "NYSE"means the New York Stock Exchange.           "No-ElectionShares" shall have the meaning given to such term in Section 1.10(a).           "OptionPlans" means, collectively, the Pittsburgh Financial 1996 Stock OptionPlan and the Pittsburgh Financial  2000Stock Option Plan.          "OrdinaryCourse of Business" means, with respect to any Person, the ordinary courseof such person's business operations, consistent with past practices.           "PBC"shall have the meaning given to such term in Section 1.2.          "PBCL"shall have the meaning given to such term in Section 1.1.          "PensionPlan" shall have the meaning given to such term in Section 3.14(c).           "Per ShareCash Consideration" shall have the meaning given to such term in Section1.4(a)(i).

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          "Person"shall mean any natural person, corporation, partnership, limited liabilitycompany, joint venture, association, business trust or any other kind ofentity.           "PDB"shall have the meaning given to such term in Section 2.2.           "Pinnacle"shall mean Pinnacle Settlement Group, LLC, a Pennsylvania limited liabilitycompany.          "PittsburghFinancial" shall have the meaning given to such term in the firstparagraph.           "PittsburghFinancial Common Stock" shall have the meaning given to such term in theRecitals.           "PittsburghFinancial Disclosure Schedule" shall have the meaning given to such termin the introductory paragraph of Article 3.          "PittsburghFinancial Filings" shall have the meaning given to such term in Section3.8.          "PittsburghFinancial Option" shall have the meaning given to such term in Section1.9(a).           "PittsburghFinancial Shareholders" shall mean the holders of the Pittsburgh FinancialCommon Stock.           "PittsburghFinancial Shareholders' Meeting" shall mean the special meeting of PittsburghFinancial Shareholders to be held pursuant to Section 5.1 of this Agreement,including any adjournment or adjournments thereof.          "PittsburghFinancial Subsidiary" means any Person in which Pittsburgh Financial,directly or indirectly, owns at least a majority of the stock or other equityinterests of such Person or possess at least a majority of the total votingpower of such Person, including, without limitation, BankPittsburgh, FraMalHoldings Corporation, a Delaware corporation, Pinnacle, and Pittsburgh HomeCapital Trust I, a Delaware business trust.          "Plan"shall have the meaning given to such term in Section 3.14(c).          "Plans ofMerger" shall mean the Holding Company Plan of Merger and the Bank Plan ofMerger.           "Post-TerminationPayments" shall have the meaning given to such term in Section 4.4(g).           "ProxyStatement/Prospectus" shall mean the proxy statement to be used byPittsburgh Financial to solicit proxies with a view to securing the approval ofthe Pittsburgh Financial Shareholders of this Agreement and the Plan of Merger,which shall also serve as the prospectus for the shares of First CommonwealthCommon Stock to be issued to the Pittsburgh Financial Shareholders. 

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          "RealProperty" shall have the meaning given to such term in Section 3.12(g).           "RegistrationStatement" shall have the meaning given to such term in Section 4.2.           "RegulatoryAuthorities" shall mean, collectively, the Department of Justice, theFDIC, the SEC, the FRB, the PDB or any other state or federal governmental orquasi-governmental entity which has, or may hereafter have, jurisdiction overany of the transactions described in this Agreement.           "SEC"shall mean the United States Securities and Exchange Commission.           "SecuritiesAct" shall mean the Securities Act of 1933, as amended.           "SERP"shall have the meaning given to such term in Section 4.4(f).          "StockElection Shares" shall have the meaning given to such term in Section1.10(a).          "SubsequentDetermination" shall have the meaning given to such term in Section5.4(c).          "SuperiorProposal" means an unsolicited bona fide Acquisition Proposal that theBoard of Directors of Pittsburgh Financial determines in good faith, afterconsultation with its financial advisors, to be reasonably likely to result ina transaction that is more favorable to Pittsburgh Financial's shareholdersfrom a financial point of view than the transactions contemplated by thisAgreement.          "SurvivingCorporation" shall have the meaning given to such term in the Recitals.           "TerminationFee" shall have the meaning given to such term in Section 7.3(a).          "401(k)Plan" shall have the meaning given to such term in Section 4.4(e).

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