**FirstCommonwealth Corporation**

**Charterof the Audit Committee of the Board of Directors**

**I. Audit Committee Purpose**

The Audit Committee is appointedby the Board of Directors to assist the Board in fulfilling its oversight responsibilities.The Audit Committee's primary duties and responsibilities are to:

Monitor the integrity ofthe Company’s financial reporting process and systems of internal controlsregarding finance, accounting, and legal compliance. 

Monitor the independenceand performance of the Company’s independent auditors. 

Provide an avenue ofcommunication among the independent auditors, management, and the Board of Directors.

Audit Committee has theauthority to conduct any investigation appropriate to fulfilling itsresponsibilities, and it has direct access to the independent auditors as wellas anyone in the organization. The Audit Committee has the ability to retain, atthe Company’s expense, special legal, accounting, or other consultants orexperts it deems necessary in the performance of its duties. 

**II. AuditCommittee Composition and Meetings**

Audit Committee membersshall meet the requirements of the NASDAQ Exchange. The Audit Committee shall becomprised of a minimum of three and no more than six directors as determined bythe Board, each of whom shall be independent non-executive directors, free fromany relationship that would interfere with the exercise of his or herindependent judgment. All members of the Committee shall have a basicunderstanding of finance and accounting and be able to read and understandfundamental financial statements and the regulatory requirements of theCompany’s industry, and at least one member must have past employmentexperience in finance or accounting, requisite professional certification inaccounting, or any other comparable experience or background which results inthe individual’s financial sophistication, including being or having been achief executive officer, chief financial officer or other senior officer withfinancial oversight responsibilities. 

Audit Committee membersshall be appointed by the Board. If an audit committee Chair is not designatedor present, the members of the Committee may designate a Chair by majority voteof the Committee membership. 

The Committee shall meet atleast two times annually, or more frequently as circumstances dictate. The AuditCommittee Chair shall prepare and/or approve an agenda in advance of eachmeeting. The Committee should meet privately in executive session at leastannually with management, the independent auditors, and as a committee todiscuss any matters that the Committee or each of these groups believe should bediscussed. The Committee may ask members of management or others to attendmeetings and provide pertinent information as necessary. In addition, theCommittee, or at least its Chair, should communicate with management and theindependent auditors quarterly to review the Company’s financial statementsand significant findings based upon the auditors limited review procedures. 

**III. AuditCommittee Responsibilities and Duties**

**ReviewProcedures**

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1.  Review and reassess the adequacy of this Charter at least annually.  Submit the charter to the
Board of Directors for approval and have the document published at least every three years in accordance
with SEC regulations.

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

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

4.  Review with financial management and the independent auditors the company's quarterly financial
statements prior to filing or distribution.  Discuss any significant changes to the Company's accounting
principles and any items required to be communicated by the independent auditors in accordance with SAS 61.
The Chair of the Committee may represent the entire Audit Committee for purposes of this review.
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**Independent Auditors**

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

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

7.  On an annual basis, the Committee should review and discuss with the independent auditors all
significant relationships they have with the Company that could impair the auditors' independence.

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

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

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

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11. Review the annual plan prepared by the Company.

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

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

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

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

16. Annually review a summary of director and officers' related party transactions and potential
conflicts of interest.
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