BT FINANCIAL CORPORATION
           KEY EMPLOYEE INCENTIVE COMPENSATION PLAN


                          ARTICLE I.

PURPOSE.

     The purposes of this BT Financial Corporation Executive
Incentive Compensation Plan (the "Key Management Incentive Plan")
are to enhance shareholder value and to contribute to the growth
and earnings of BT Financial Corporation, its subsidiaries and
affiliates (collectively, the "Corporation") by directing key
employees of the Corporation to attain corporate and individual
performance goals set from year to year by the Executive
Committee.  Direction is provided to key employees in the form of
incentive awards contingent upon the level of actual achievement
of both Corporation and individual goals.

                          ARTICLE II.

                          DEFINITIONS.

     2.1  "Administrative Committee" shall mean the CEO and such
other officers of the Corporation as the Executive Committee may
designate from time to time.  Members of the Administrative
Committee (other than the CEO) shall serve at the pleasure of the
Executive Committee.

     2.2  "Attained Bonus Pool" shall mean the amount to be
awarded as Incentive Awards under the Plan for a particular Plan
Year after determination of the actual achievement and relative
weight of the respective Targets comprising the Corporate
Objectives for that Plan Year.

     2.3  "Beneficiary" shall mean a person or persons a
Participant has designated, by filing an election with the
Administrative Committee, substantially in the form of Schedule A
attached hereto, to receive his or her Incentive Award, to the
extent payable, in the event of his or her death.  If no
Beneficiary has been designated, or if a Participant's
Beneficiary has predeceased the Participant, the Participant's
spouse or, if none, the Participant's children or, if none, the
Participant's estate, shall be deemed to be the Participant's
Beneficiary.

     2.4  "Board" shall mean the Board of Directors of the
Corporation.

     2.5  "Bonus Pool" shall mean the aggregate amount,
denominated in cash, shares of Common Stock or a combination of
cash and shares of Common Stock as described in Article V,
available to pay Incentive Awards if all Corporate Objectives are
achieved for a particular Plan Year as determined by the
Executive Committee, in its discretion, at or near the
commencement of that Plan Year, or, for the initial Plan year,
the portion of the Plan Year following adoption of this Plan.

     2.6  "Chief Executive Officer" or "CEO" shall mean the Chief
Executive Officer of the Corporation.

     2.7  "Common Stock" shall mean a share of common stock, par
value $5.00 per share, of the Corporation.

     2.8  "Corporation" shall mean BT Financial Corporation, its
subsidiaries, affiliates, successors and assigns.

     2.9  "Corporation Objectives" shall mean, for Plan Year,
collectively the Targets for ROE, EPS, Efficiency Ratios and such
other criteria as the Executive Committee shall determine
appropriate for a particular Plan Year.

     2.10 "Current Salary" shall mean, with respect to any
Participant, the annual rate of base salary the Participant is
receiving from the Corporation on the last day of the relevant
PlanYear.

     2.11 "Earnings Per Share" or "EPS" shall mean the earnings
of the Company, as determined under applicable accounting
principles and announced to the shareholders for a particular
Plan Year divided by the number of issued and outstanding shares
of Common Stock.

     2.12 "Efficiency Ratios" shall mean noninterest expense of
the Bank (without regard to loan losses or nonrecurring items)
divided by tax equivalent net interest income plus noninterest
income (without regard to gains on securities).

     2.13 "Eligible Participant" shall mean a Key Employee who
has been designated as a Participant for a particular Plan Year
and, for such Plan Year has received an Individual Rating of at
least Very Capable.

     2.14 "Executive Committee" shall mean the Executive
Committee of the Board of Directors of the Corporation.  As of
the date of the adoption of this Plan, the Executive Committee
and the Compensation Committee of the Board of Directors is
comprised of the same persons.

     2.15 "Fiscal Year" shall mean the calendar year; provided,
however, the term "Fiscal Year" shall only refer to such periods
for which incentive compensation may be paid under this Plan.

     2.16 "Key Employees" shall mean those employees of the
Corporation who, with respect to a particular Plan Year, are
deemed to hold positions which may substantially influence the
attainment of Corporate Objectives.


     2.17 "Incentive Award" shall mean the payment a Participant
would be entitled to receive from the Corporation under the terms
of this Plan with respect to a Fiscal Year.

     2.18 "Individual Rating" shall mean the rating received by a
Participant with respect to a particular Plan Year under the
Corporation's Management Performance Appraisal System (or
successor thereto as then in effect).

     2.19 "Participant" shall mean a Key Employee who has been
granted the right to receive an Incentive Award under this Plan
for the relevant Fiscal Year.

     2.20 "Plan" or "Key Management Plan" shall mean this BT
Financial Corporation Key Employee Incentive Compensation Plan,
as amended from time to time.

     2.21 "Plan Year" shall mean the Fiscal Year.

     2.22 "Return on Equity" or "ROE" shall mean the ratio of
consolidated net income of the Corporation for the Fiscal Year to
the average of the total equity of the Corporation.  The
methodology for calculating Net Return Equity shall be prescribed
by the Executive Committee and as consistent with the method used
by the Corporation for reporting to shareholders.  The Executive
Committee shall determine the level of Return on Equity in
consultation with the Corporation's officers and advisers.

     2.23 "Targets" shall mean the level of EPS, ROE and
Efficiency Ratios, respectively, to be attained in a particular
Plan Year as a precondition to making some or all of the Bonus
Pool available for the payment of bonuses to Qualified
Participants.

     2.24 "Termination for Cause" shall mean the termination of
employment of a Participant by the Corporation as a result of (I)
the continued failure, after notice, of the Participant to render
services to the Corporation (or any of its Subsidiaries) in
accordance with the terms of his employment, which failure
amounts to gross neglect of his duties to the Corporation (or any
of its Subsidiaries), or (ii) the commission by the Participant
of an act of fraud or embezzlement against the Corporation (or
any of its Subsidiaries) or of an act which he knew to be in
gross violation of his duties to the Corporation (or any of its
Subsidiaries), or (iii) an indictment for a felony provided the
Participant is subsequently convicted of or enters a plea of nolo
contendere to such felony or any lesser included or related
offense.
                          ARTICLE III.

           ADMINISTRATION AND OPERATION OF THE PLAN.

     3.1  Executive Committee.  The Executive Committee shall
have the authority to adopt, amend and rescind rules and
regulations relating to the Plan and its operation and shall have
all authority and discretion to take any and all actions the
Executive Committee deems necessary or appropriate for the
administration of the Plan.  All determinations of the Executive
Committee shall be final and binding upon the Corporation and
each employee of the Corporation, whether or not then a
Participant.  At or near the commencement of each Fiscal Year (or
for the Fiscal Year in which the Plan is adopted, at or near the
date the Plan is adopted), the Executive Committee shall
determine whether a Bonus Pool will be formed for the following
Fiscal Year.  If the Executive Committee determines that a Bonus
Pool will be formed for a Fiscal Year, the Executive Committee
will promptly provide notice to the CEO and, in connection with
the Corporation's budgeting process for a particular Plan Year,
the Executive Committee shall:

     (a)  determine those Key Employees of the Corporation who
will be Participants in the Plan eligible to be considered for an
Incentive Award for that Plan Year as further described in
Article IV;

     (b)  determine the amount of the Bonus Pool for that Plan
Year and the portion, if any, of that Bonus Pool which shall be
paid in shares of Common Stock as further described in Article V;

     (c )  determine the Corporation Objectives upon which
Incentive Awards will be made with respect to the Plan Year as
further described in Section 6.1;

     (d)  determine the level of Individual Performance which
will entitle a Participant for an Incentive  Award under the
Plan, provided, however, the minimum level of Individual
Performance which may be set by the Executive Committee shall be
an Individual Rating of "Very Capable" under the Corporation's
Management Performance Appraisal System (or its equivalent in the
event of change in rating systems) as further described in
Section 6.2; and

     (e)   prescribe such limitations, restrictions and
conditions (in addition to those set forth in Article IX of the
Plan) upon Incentive Awards as the Executive Committee shall deem
appropriate.

The foregoing factors shall be announced to each Participant at
or near the beginning of the Fiscal Year in a form substantially
similar to the form attached hereto as Schedule B, provided,
however, for the Fiscal Year in which the Plan is initially
adopted, the Executive Committee may defer the determination of
the amount of the Bonus Pool for such year and notification to
the Participants until such time as the Executive Committee
determines appropriate, in its discretion.

     At the time set forth in Article VII, the Executive
Committee shall review the Individual Ratings of Participants and
the financial performance of the Corporation as compared to the
Targets comprising the  Corporate Objectives for the Plan Year
and:

     (I)  determine which, if any, of the Targets have been
achieved and the amount of the Attained Bonus Pool, as further
described in Section 7.1;

     (II) determine which, if any, Participants are Eligible
Participants as further described in Section 7.2;

     (III) calculate the Incentive Awards, if any, due to one
or more Participants as further described in Section 7.3;

     (IV) determine the time of payment of Incentive Awards
hereunder; and

     (V)  determine whether any Special Awards are appropriate as
further described at

                           Article XII.

     It is the intent of the Board of Directors of the
Corporation that the processes used by the Executive Committee
under this Plan shall be consistent with the Corporation's budget
and base salary processes as then in effect, that the Individual
and Corporation Objectives, as well as each individual Target
forming a part thereof, shall be consistent with the
Corporation's plans and goals for the particular Fiscal Year and,
accordingly, that the Incentive Awards paid under the Plan for a
Plan Year shall reflect the actual attainment of Corporation and
Individual Objectives for the Fiscal Year.  To promote
consistency in process and result, the Executive Committee shall
give great weight to the recommendations of the CEO.

     3.2  The "CEO".  In connection with each Plan Year for which
a Bonus Pool is formed, the CEO shall make recommendations to the
Executive Committee as to each of the matters set forth in
Section 3.1 and shall assist the Executive Committee in the
administration of the Plan to the extent determined appropriate
by the Executive Committee.  The CEO shall make neither a
recommendation nor determination affecting the CEO's Incentive
Award or any of the factors upon which the CEO's Incentive Award
may be based, provided, however, use of factors and
considerations developed in the Corporation's budgeting and
compensation planning processes as they relate to the CEO shall
not be deemed a recommendation of determination by the CEO
notwithstanding the CEO's involvement in or review of those
processes.

                          ARTICLE IV.

                          ELIGIBILITY.

     4.1  Annual Eligibility Determination.  Promptly after
receiving notice that a Bonus Pool will be formed for a
particular Plan Year,  the CEO shall recommend to the Executive
Committee those employees of the Corporation the CEO then regards
as Key Employees.  The Executive Committee shall select some or
all of such recommended Key Employees as Participants eligible to
receive an Incentive Award for a Plan Year, if both Corporate and
Individual Objectives are met.

     4.2  Newly Hired Employees.  Any person hired by the
Corporation as an executive employee during the course of a
Fiscal Year may be designated by the Executive Committee as a
Participant for the Fiscal Year for purposes of this Plan upon
recommendation of the CEO.  In the event the Executive Committee
makes a newly hired Key Employee a Participant for a Plan Year,
the Executive Committee shall determine that amount of Base
Salary of that newly eligible Participant which shall be taken
into account for the Plan Year and the Executive Committee may,
but shall not be required to, adjust the Bonus Pool for that Year
to reflect the addition of a Participant.

                           ARTICLE V.

                   FORMATION OF A BONUS POOL.

     The Executive Committee shall promptly review the
recommendation of the CEO and the Executive Committee shall set
the amount of the Bonus Pool available for Incentive Awards
should Corporate and Individual Objectives be met for the Fiscal
Year.  The Executive Committee may determine the portion, if any,
of the Bonus Pool which shall be paid in the form of shares of
Common Stock.  If the Executive Committee does not designate a
portion to be paid in the form of shares of Common Stock, the
Bonus Pool shall be paid entirely in the form of cash.  If some
or all of the Bonus Pool is to be paid in the form of shares of
Common Stock, the value assigned to each share shall be the
closing trading price on the day the Bonus Pool is formed (or if
not traded on that day, the closing price on the trading day next
preceding the formation of the Bonus Pool).

                          ARTICLE VI.

     ESTABLISHMENT OF CORPORATE AND INDIVIDUAL OBJECTIVES.

     6.1  Corporate Objectives.  The Executive Committee shall
promptly review the recommendations of the CEO with respect to
Targets for EPS, ROE, Efficiency Ratios and each other factor
determined appropriate by the Executive Committee as well as the
relative weighting to be given to each particular Target.  The
Executive Committee shall set the Corporate Objectives to be
attained for that Plan Year and the relative weight to be
assigned to each component Target thereof.



     6.2  Individual Objectives.  The Executive Committee shall
adopt the system, process and goals of rating the performance of
executive employees then in effect for the Corporation as applied
to the respective Participants as the Individual Objectives for
each such Participant.

                          ARTICLE VII.

               DETERMINATION OF INCENTIVE AWARDS.

     7.1  Attainment of Corporate Objectives.  At or after, but
in no event later than seventy-five (75) days after, the end of
the Plan Year for which performance is measured, the Executive
Committee shall determine whether any or all of the Targets
comprising the Corporate Objectives have been achieved for the
Plan Year.  If all Targets have been achieved, the Attained Bonus
Pool shall be equal to the Bonus Pool set for the Plan Year.  If
fewer than all Targets shall have been met, the Executive
Committee shall multiply the amount of the Bonus Pool set for the
Plan Year by the sum of the weighted percentage(s) of all Targets
which have been achieved for the Plan Year to determine the
Attained Bonus Pool.

     7.2  Attainment of Individual Objectives.

     (a)    For Participants Other Than The CEO.  At or after,
but in no event later than seventy-five (75) days after, the end
of the Plan Year for which performance is measured, the Executive
Committee shall review the report of the CEO as to the Individual
Ratings for all Participants other than the CEO and determine
which, if any, such Participants are Eligible Participants.

     (b)   For the CEO.  At the time of the review in Section
7.2(a), the Executive Committee shall rate the performance of the
CEO and, should that rating equal or exceed Very Capable (or its
equivalent), the CEO shall be deemed an Eligible Participant.

     If any Participant does not achieve the specified minimum
Individual Rating for a Plan Year, that Participant shall not be
entitled to receive an Incentive Award for that Plan Year
notwithstanding that all Corporate Objectives for the Plan Year
have been met.

     7.3  Amount and Form of Payment of Incentive Award.  The
amount payable as an Incentive Award to an Eligible Participant
shall be determined by multiplying the Attained Bonus Pool for
the Plan Year by a fraction, the numerator of which is the
Current Salary of the Eligible Participant and the denominator of
which is the sum of the Current Salaries of all Eligible
Participants.  If the Bonus Pool has been designated under
Article V to include shares of Common Stock the form of payment
of the Incentive Award shall be in cash and a certificate
representing shares of Common Stock in the respective portions
determined by separately multiplying the above fraction
applicable to each Eligible Participant by the cash and Common
Stock portions of the Attained Bonus Pool.

                         ARTICLE VIII.

                        SPECIAL AWARDS.

     In addition to any amounts set aside in the Bonus Pool for a
particular Plan Year, the Executive Committee, in its sole
discretion on its own action or following recommendation of the
CEO, may grant an additional Incentive Award for a Plan Year to
any one or more Eligible Participants who, in the sole discretion
of the Executive Committee, have achieved exemplary performance.

                          ARTICLE IX.

                    CONDITIONS FOR FUNDING.

     In addition to any other limitation under this Plan or as
may be imposed from time to time by the Executive Committee, no
Incentive Awards shall be paid under this Plan for any Fiscal
Year unless each of the following conditions has been satisfied
during that Fiscal Year:

     (a)   The Corporation shall not have violated any
significant debt covenant, or any other covenant the Executive
Committee determines to be "significant", included in any credit
or loan agreement to which the Corporation or any Subsidiary is a
party, unless such violation has been waived or cured by the end
of the Fiscal Year, and will not violate any such covenant by
payment of the aggregate Incentive Awards earned by participants
during the Fiscal Year.

     (b)   The Corporation shall have had positive after-tax
earnings for the Fiscal Year, as determined in financial
statements audited by the Corporation's accountants; and

     (c )   If the total amount of the Incentive Awards earned by
Participants with respect to any Fiscal Year must be reduced in
order to satisfy either of the foregoing limitations, then each
Participant's Incentive Award for the Fiscal Year shall be
proportionately reduced.  This reduction shall be accomplished by
multiplying the Incentive Award payment earned by the Participant
under Article VI by a fraction, the numerator of which is the
maximum aggregate amount which may be paid by the Corporation as
Incentive Awards under this Article IX and the denominator of
which is the sum of all of the Incentive Award payments earned
under this Plan by all Participants for the Fiscal Year.

                           ARTICLE X.

                       PAYMENT OF AWARD.


     Subject to the provisions of Article XI below, all of the
Incentive Awards earned by Participants under this Plan with
respect to any Fiscal Year shall be paid to the respective
Participants in a single distribution no later than seventy-five
(75) days after the end of the Plan Year for which performance is
measured, provided however, Incentive Awards for a Plan Year may
be made prior to such time (including during the Plan Year) if
the Executive Committee determines all applicable Targets,
Individual Ratings and any other performance measures in effect
for such Plan Year have been met or exceeded.

                          ARTICLE XI.

                   TERMINATION OF EMPLOYMENT.

     11.1 Except as provided in this Article XI, a Participant
must be employed by the Corporation on the date the Incentive
Award payments for that Fiscal Year are distributed in order to
receive an Incentive Award.

     11.2 If a Participant should retire under the terms of the
Corporation's retirement plan, or terminate his or her employment
by reason of a serious illness or disability, during a Fiscal
Year or prior to the date Incentive Award payments for that
Fiscal Year are distributed, the Executive Committee may, in its
discretion, permit the Participant to receive a pro rata portion
of the Incentive Award such Participant would otherwise have
earned with respect to that Fiscal Year.

     11.3 If a Participant should die during the course of a
Fiscal Year, or prior to the date the Incentive Award payments
for that Fiscal Year are distributed, the Executive Committee
may, in its discretion, permit the Participant's Beneficiary to
receive a pro rata portion of the Incentive Award which the
Participant would otherwise have earned with respect to the
Fiscal Year.

     11.4 If a Participant terminates his or her employment with
the Corporation (or any Subsidiary) for any reason other than
death, serious illness, disability or retirement, during a Fiscal
Year (or prior to the date on which the Incentive Awards for a
Fiscal Year are distributed) the Participant shall forfeit any
right to receive an Incentive Award for such Fiscal Year.

     11.5 Notwithstanding Section 11.4, in the event that control
of the Corporation is transferred, whether by sale of outstanding
shares of the Corporation's common stock, merger, consolidation,
or a sale of the Corporation's assets, all Individual and
Corporate Objectives for the Plan Year shall be deemed achieved
and all Incentive Awards of each Participant shall be paid within
180 days of the transfer of control unless, prior to such
payment, the Participant has a Termination for Cause.


     11.6 In the event the Executive Committee determines that a
Participant has committed a material violation of any work rule,
confidentiality policy or similar policy or rule of the
Corporation during a Fiscal Year, the Executive Committee may, in
its discretion, declare that the Participant has forfeited the
right to receive any Incentive Award under this Plan for the
Fiscal Year, without regard to whether or not the Participant's
employment has been terminated.

                          ARTICLE XII.

                         MISCELLANEOUS.

     12.1 Non-Assignability.   No right to Incentive Award
granted under this Plan shall be assignable or transferable by
the Participant.  During the life of the Participant, any
payments made with respect to a Participant's Incentive Award
shall be made only to such Participant.

     12.2 Withholding Taxes.  The Corporation shall have the
right to withhold from any payments to be made to a Participant
under the terms of the Plan an amount sufficient to satisfy the
Corporation's obligations under any federal, state and local
withholding tax requirements applicable to such payments.  In the
event an Incentive Award is paid in the form of a combination of
cash and shares of Common Stock, the withholding obligation shall
be satisfied by first withholding from the cash portion and, to
the extent then necessary, withholding against the portion
otherwise payable in the form of shares of Common Stock.

     12.3 No Right to Employment.  Nothing in this Plan or in any
agreement entered into pursuant to it shall confer upon any
Participant the right to continue in the employment of the
Corporation or any Subsidiary or affect any right which the
Corporation or any Subsidiary may have to terminate the
employment of such Participant.

     12.4 Non-Uniform Determinations.  Since it is the intent of
this Plan to reward extraordinary performance by the
Participants, any determinations made by the Executive Committee
and the Administrative Committee under this Plan (including
without limitation determinations of the persons eligible to
receive Incentive Awards, the amount of such awards, and the
terms and provisions of such awards) need not be uniform and may
be made by the Executive Committee selectively among persons who
receive, or are eligible to receive, Incentive Awards under this
Plan, whether or not such persons are similarly situated.

     12.5 No-Continuing Right to Participate.  A Participant
shall not have any right to receive an Incentive Award for a
Fiscal Year merely because he or she was granted an Incentive
Award for a prior Fiscal Year.  The right to participate in the
Plan shall be subject to a new determination by the Executive
Committee each Fiscal Year, and participation in the Plan during
any one Fiscal Year shall not confer any rights with respect to
any subsequent Fiscal Year.

     12.6 Unfunded Plan.  The Plan shall at all times be entirely
unfunded and no provision shall at any time be made with respect
to segregating assets of the Corporation for payment of any
Incentive Awards hereunder.  No Participant or other person shall
have any interest in any particular assets of the Corporation by
reason of the Incentive Awards granted under the Plan or any
right to receive any related payment under the Plan and any such
Participant or other person shall have only the rights of a
general unsecured creditor of the Corporation with respect to the
Incentive Awards payable under the Plan.  If the Executive
Committee determines it appropriate, cash and/or certificates
representing shares to be distributed as Incentive Awards may be
deposited in a grantor trust within the meaning of Section 671 of
the Internal Revenue Code of 1986, as amended, and amounts
distributed by the trustee thereof when and as instructed by the
Executive Committee.

     12.7 Effect on Other Compensation Plans.  Any amounts paid
to a Participant as an Incentive Award under this Plan shall be
included in the Participant's compensation for purposes of
determining his or her level of benefits under any retirement
plan or other employee benefit plan of the Corporation.

     12.8 Merger, Consolidation or Acquisition.  The Plan shall
be binding upon the Corporation, its assigns, and any successor
Corporation which shall succeed to substantially all of its
assets and business through merger, acquisition or consolidation,
and upon a Participant, his or her Beneficiary, assigns, heirs,
executors and administrators.  In the event that ownership of the
Corporation is to be transferred, whether by a sale of the
Corporation's capital stock, by merger or consolidation, or by
means of a sale of the Corporation's principal assets (including
the stock of its Subsidiaries), and the successor corporation
does not agree to assume this Plan and honor all Incentive Awards
granted with respect to the Fiscal Year in which the transfer is
to occur, as well as all Incentive Awards for any previous Fiscal
Year which have been earned but not yet paid out to Participants
pursuant to Section 10.1, the Executive Committee may provide
that each participant shall, prior to the effective date of the
change in ownership, be paid an amount equal to the sum of the
Incentive Awards which would have been payable to the Participant
for each such full Fiscal Year, if all Targets comprising the
Corporate Objectives and each Individual Objective had been
achieved.

     12.9 Applicable Law.  This Plan shall be governed by the
laws of the Commonwealth of Pennsylvania, without regard to its
principles of conflicts of laws and to the extent not preempted
by federal laws.  Any provision of this Plan prohibited by the
law of any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition without
invalidating the remaining provisions hereof.

     12.10 Captions.  The captions of Articles and Sections of
this Plan are for the convenience of reference only and shall not
control or affect the meaning or construction of any of its
provisions.

     12.11 Amendment or Termination of the Plan.  The Executive
Committee may, with the approval of the Board of Directors, at
any time terminate this Plan or any part thereof and may from
time to time amend this Plan as it may deem advisable.  The
termination or amendment of this Plan shall not, without the
consent of any Participant, affect such Participant's rights
under a Bonus Pool previously formed.  In the event the Executive
Committee terminates the Plan, it may, with the approval of the
Board of Directors, direct that each Participant receive a
payment equal to a prorated portion of the Incentive Award which
would have been earned for the Fiscal Year had the Plan not been
terminated.  The determination of the amount of such payments
shall be made by the Executive Committee in its sole discretion.

     12.12 Compliance with Securities Laws.  The Executive
Committee may hold certificates representing distributions,
attach legends to certificates, require representations from
Participants and take such other actions as the Executive
Committee determines necessary and advisable to ensure or enhance
compliance of the Plan, the Corporation or any Participant with
applicable federal and state securities laws.


ATTEST:                          BT FINANCIAL CORPORATION


/s/ Laura L. Roth                By: /s/ John H. Anderson
--------------------------------    -----------------------------
Laura L. Roth , Secretary and    John H. Anderson, Chairman and
Assistant Treasurer              Chief Executive Officer

Date of Adoption by the Board of Directors of BT Financial
Corporation:

July 24, 1996

                           SCHEDULE A

                  BENEFICIARY DESIGNATION FORM

                    BT Financial Corporation
           Key Management Incentive Compensation Plan


Employee Name:

Social Security No.:

BENEFICIARY DESIGNATION

Under the provisions of the Plan, I designate the following
person(s) as my primary beneficiary or beneficiaries, who shall
receive any amounts payable in the event of my death, by reason
of Incentive Awards I may have been granted under the Plan.  If I
designate more than one primary beneficiary and if any such
primary beneficiary does not survive me, then the share of the
deceased beneficiary shall be distributed pro rata to the
remaining primary beneficiary or beneficiaries.

Primary Beneficiary

Name:                         Relationship:            % Share:


Address:



NOTE:   You may change the person(s) designated as your
beneficiary or beneficiaries at any time by filing a new
Beneficiary Designation Form with the Administrative Committee.

In the event said primary beneficiary or beneficiaries does (do)
not survive me, my interest shall be paid to the following named
secondary beneficiary:

Secondary Beneficiary

Name:                         Relationship:            % Share:


Address:


In the event that there is no primary or secondary beneficiary
alive prior to full distribution of my benefits, the remaining
benefits will be distributed in the manner provided for in the
Plan.

Any previous beneficiary designation election made by me, whether
or not received by the Committee, is hereby revoked.

Date:
                                   Signature of Employee


                                   Print Name

Received by the Committee:

Date:
                       SCHEDULE B

            KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
          BONUS POOL AND TARGETS FOR FISCAL YEAR 1996


Dear Participant:

     You have been designated as a Participant in the Key
Employee Incentive Compensation Plan for Fiscal Year 1996 (the
Fiscal and Plan Years are the same).  The maximum Bonus Pool
available to all Participants has been designated by the
Executive Committee as                              , payable 50%
in cash and 50% in Common Stock.  All payments are contingent
upon the attainment of Corporate and Individual Objectives.

     For 1996, the Individual Objectives are to attain a rating
of Very Capable or greater under the Corporation's Management
Performance Appraisal System.  If you do not receive a Very
Capable rating, you will not be eligible to share in the Bonus
Pool.

     For 1996, the Corporate Objectives are:

          a.   Earnings per Share of $    .   ;

          b.   Return on Equity of       %; and

          c.   Efficiency Ratios of          .

Each of the above is a Target and achievement of each Target is
weighted as one-third of the Bonus Pool.

     An illustration of the Plan is as follows assuming all
Targets and Individual Objectives are met:

          Bonus Pool ($400,000) multiplied by a
          fraction of your salary over the salary of
          all other Participants.  If your salary is
          $80,000 and all salaries total $1,600,000,
          your potential Incentive Award is $20,000,
          payable as $10,000 in cash and $10,000 worth
          of BT Common Stock.  Any required withholding
          for federal, state or local income tax will
          be made from the cash portion of the
          distribution.

We hope you recognize the opportunities afforded by the Plan and
join with us in achieving the Corporate Objectives, as well as
your Individual Objective, for the coming year.