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CARDINAL BANCORP AND FIRST COMMONWEALTH FINANCIAL TO MERGE

 CARDINAL BANCORP AND FIRST COMMONWEALTH FINANCIAL TO MERGE
 INDIANA, Pa., Oct. 7 /PRNewswire/ -- Clyde R. Morris, chairman of the board of Cardinal Bancorp of Everett, Pa., and E. James Trimarchi, chairman, president and chief executive officer of First Commonwealth Financial Corporation (NYSE: FCF), headquartered in Indiana, jointly announced today that the boards of directors of their organizations have entered into a letter of intent to merge the $124 million Cardinal Bancorp into the First Commonwealth Financial Corporation.
 The letter provides for the issuance, at the election of each Cardinal Bancorp shareholder, of either one share of First Commonwealth Financial Corporation common stock or $31 in cash in exchange for each Cardinal Bancorp share. The exchange will be tax free to those Cardinal Bancorp shareholders who make the stock election and taxable to those who make the cash election.
 With Cardinal Bancorp having 495,000 shares outstanding and at a current price of $30 per share for the First Commonwealth common stock, the merger has a value of $14.9 million. It is a condition of the merger that the holders of no more than 85 percent of Cardinal Bancorp shares make the stock election.
 Cardinal Bancorp is the bank holding company for the First National Bank of Everett (established in 1902). The bank operates four community offices in Bedford County. Following the merger, it is anticipated that the board of directors and management of the First National Bank of Everett will continue to operate the bank under its existing name. No personnel changes are contemplated.
 The merger is subject to the execution of a definitive merger agreement, which must be approved by the First Commonwealth and Cardinal Bancorp boards of directors. Final approvals must also be obtained from the Cardinal Bancorp shareholders and the appropriate regulatory authorities before completion of the merger, which is expected to be consummated early in 1993.
 Morris, in making the announcement, said, "We look forward to joining a strong and progressive banking organization. The board of directors of Cardinal Bancorp is confident that this merger will best serve the future needs of our customers, employees, and our shareholders."
 Trimarchi noted, "First Commonwealth Financial Corporation has a commitment to community based banking throughout central western Pennsylvania. We welcome the First National Bank of Everett as a solid addition to First Commonwealth. The long history of dedicated service of the bank to the customers and communities in Bedford County and our commitment to community based banking will strengthen both organizations."
 First Commonwealth Financial Corporation is traded on the New York Stock Exchange under the symbol FCF. It was established as a bank holding company in 1982 and currently operates 62 banking offices through its six banking subsidiaries: National Bank of the Commonwealth, based in Indiana; Deposit Bank, headquartered in DuBois; Cenwest National Bank in Johnstown; First National Bank of Leechburg; Peoples National Bank and Trust in Jennerstown; and Central Bank, headquartered in Hollidaysburg. The corporation operates a data processing subsidiary, Commonwealth Systems Corporation, and a trust subsidiary, First Commonwealth Trust Company, both headquartered in Indiana. It also has a 50 percent joint venture interest in Commonwealth Trust Credit Life Insurance Company based in Phoenix, which provides credit life and credit accident and health insurance to its banks' customers. Total assets of the holding company are approximately $1.6 billion.
 Ray E. Koontz, president and chief executive officer of Cardinal Bancorp and First National Bank of Everett, stated that he and other bank personnel were very excited about the prospects of working together with the people associated with First Commonwealth. He added that this new affiliation with the holding company and six other banks would be an opportunity to exchange ideas and enhance the services provided to First National Bank of Everett customers.
 -0- 10/7/92
 /CONTACT: George Dash of First Commonwealth Financial Corporation, 412-349-7220, or Ray E. Koontz, president and chief executive officer of Cardinal Bancorp, 814-652-2131/
 (FCF) CO: Cardinal Bancorp; First Commonwealth Financial Corporation ST: Pennsylvania IN: FIN SU: TNM


CD-DD -- PG003 -- 7450 10/07/92 12:15 EDT
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Date:Oct 7, 1992
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