George W. Hay



                      EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made and entered into as of July 15, 1999,
although actually entered into on the date entered on the
signature page, by and between BT Financial Corporation (the
"Company"), a Pennsylvania corporation, and Laurel Bank, a
Pennsylvania bank and trust company,

                              and

George W. Hay, an individual currently residing in Rockwood,
Pennsylvania (hereinafter called the "Executive").

                        WITNESSETH THAT:

     WHEREAS the Company entered into an agreement and plan of
reorganization with First Philson Financial Corporation ("First
Philson") providing, among other things, for the merger of First
Philson into the Company, with the Company being the surviving
company (the "Merger"); and

     WHEREAS, as a result of the Merger, First Philson Bank,
National Association ("First Philson Bank"), became a wholly-
owned subsidiary of the Company and thereupon merged into Laurel
Bank, the Company's wholly-owned banking subsidiary; and

     WHEREAS the Executive was the President and Chief Executive
Officer of First Philson and First Philson Bank, under an
Agreement dated May 16, 1995 (the "Employment Agreement"); and

     WHEREAS under the terms of the Employment Agreement, the
Executive would be entitled to substantial economic benefits upon
the Merger, even if he voluntarily terminates his employment with
the Company or Laurel Bank as successor to the First Philson
entities; and

     WHEREAS First Philson Bank and the Executive were parties to
a Salary Continuation Agreement dated August 20, 1991 (the
"Salary Continuation Agreement") providing for the payment of
certain benefits to the Executive upon his retirement; and

     WHEREAS the Company believes that the Executive will be a
valuable addition to its corporate staff, and wishes to induce
the Executive to remain in the employment of the Company after
July 15, 1999 by amending the terms of his employment and
retirement benefits under the Employment Agreement and Salary
Continuation Agreement, respectively as herein provided.

     NOW, THEREFORE, the Company and the Executive, each
intending to be legally bound hereby, mutually covenant and agree
as follows:

     1.   TERMINATION OF EMPLOYMENT AGREEMENT.  The Employment
Agreement and the Salary Continuation Agreement shall be
terminated as of July 15, 1999 and neither party thereto nor
their successors shall have any further liability thereunder.  In
consideration of the execution and delivery of this Agreement by



the Company and Laurel Bank and the benefits conferred on the
Executive's behalf, and intending to be legally bound, Executive
on behalf of himself and his dependents, heirs, executors,
administrators and assigns, past and present, and each of them
(hereinafter collectively referred to as "Executive Releasors"),
agrees that his receipt of the benefits of this Agreement is in
full settlement of any and all claims which Executive and
Executive Releasors have or may have had as a result of
Executive's employment with and departure from employment with
First Philson and First Philson Bank, and each of them, under the
Employment Agreement, the Salary Continuation Agreement or
otherwise, and hereby absolutely and irrevocably and
unconditionally releases and forever discharges First Philson
Corp., First Philson Bank, BT Financial Corporation and Laurel
Bank, and each of them, and their respective successors and
assigns, past or present, and each of them (hereinafter
collectively referred to as the "Bank Released Parties"), from
any and all rights, claims, demands, compensation, obligations
and liabilities whatsoever under the Employment Agreement.

     2.   EMPLOYMENT AND TERM.

          (a)  Employment.  Effective as of July 15, 1999, the Company
               ----------
employs the Executive on the terms and conditions set forth in
this Agreement, and the Executive hereby accepts such employment.
The Executive will be employed as the Vice Chairman of the
Company and Community Banking Executive of Laurel Bank.

          (b)  Term.  The term of the Executive's employment under this
               ----
Agreement shall commence on July 15, 1999 and end on July 15,
2004, subject to earlier termination pursuant to Section 7.  The
term of this Agreement shall be extended automatically for one
additional year as of July 15, 2004 and each anniversary date
thereof unless, no later than sixty (60) days prior to any such
renewal date, either the Board of Directors of the Company (the
"Board"), on behalf of the Company, or the Executive gives
written notice to the other, in accordance with Section 16, that
the term of this Agreement shall not be so extended.

     3.   DUTIES.  The Executive shall have all powers and duties
consistent with the office of Vice Chairman of the Company and
Community Banking Executive of Laurel Bank as set forth in the
Bylaws and written policy statements of the Company and Laurel
Bank, subject to the direction of their Boards.  The Executive
shall devote substantially his entire time during reasonable
business hours (reasonable sick leave and vacations excepted) and
best efforts to fulfill faithfully, responsibly and to the best
of his ability his duties hereunder.

     4.   EXECUTIVE COVENANTS.  In order to induce the Company to
enter into this Agreement, the Executive hereby agrees as
follows:

          (a)  Confidentiality.  Except when acting for and on behalf of
               ---------------
the Company and its subsidiaries with the consent of or as
directed by their Boards, the Executive shall keep confidential
and shall not divulge to any other person or entity, during the
term of employment or thereafter, any of the business secrets of
the Company and its subsidiaries, the identity of their customers
or any other confidential information regarding the Company and
its subsidiaries which has not otherwise become public knowledge;
provided, however, that nothing in this Agreement shall preclude
the Executive from disclosing information (i) to parties retained
to perform services for the Company or its subsidiaries, or (ii)
under any other circumstances to the extent such disclosure is,
in the reasonable judgment of the Executive, appropriate or
necessary to further the best interests of the Company or its
subsidiaries, or (iii) as may be required by law.

                              2


          (b)  Records.  All papers, books and records of every kind and
               -------
description relating to the business and affairs of the Company
and its subsidiaries, whether or not prepared by the Executive,
other than personal notes prepared by or at the direction of the
Executive, shall be the sole and exclusive property of the
Company, and the Executive shall surrender them to the Company at
any time upon request by the Board.

     5.   COMPENSATION

          (a)  Stay on Bonus.  On the date hereof, BT Financial will pay
               -------------
Executive a bonus of $210,000 in cash.  Executive will repay a
portion of this bonus in accordance with the following schedule
if he voluntarily terminates his employment with the Company
before July 15, 2001 without Good Reason:


                If termination
                without Good Reason   Amount
                occurs before         Repayable
                --------------------  ---------

                December 31, 1999     $ 110,000

                December 31, 2000     $  75,000

                July 15, 2001         $  25,000

          For such purposes, a voluntary termination with Good
Reason means any voluntary termination within sixty days after
(i) a reduction in the importance of Executive's job
responsibilities or title without his consent, or (ii) Executive
is required to change his workplace to a location beyond a fifty
(50) mile radius of Somerset, Pennsylvania without his consent,
or (iii) a Change of Control.  "Change of Control" means the date
upon which any of the following events occurs:

               (A)  The Company acquires actual knowledge that
any Person (other than the Company or any employee benefit plan
sponsored by the Company) has acquired beneficial ownership,
directly or indirectly, of securities of the Company entitling
such Person to 25% or more of the voting power of the Company;

               (B)  At any time less than 51% of the members of
the Company's Board of Directors shall be individuals who were
either: (a) directors of the Company on July 15, 1999; or (b)
individuals whose election, or nomination for election, was
approved by a vote of a majority of the directors then still in
office who were directors on July 15, 1999, or who were so
approved;

               (C)  The shareholders of the Company shall approve
an agreement providing for the Company to be merged, consolidated
or otherwise combined with, or for all or substantially all of
its assets or stock to be acquired by another Person, as a
consequence of which the former shareholders of the Company will
own, immediately after such merger, consolidation, combination or
acquisition, less than a majority of the voting power of such
surviving or acquiring person or the parent thereof.

                             3


          (b)  Base Salary.  For services performed by the Executive for
               -----------
the Company under this Agreement during the term of employment as
provided in Section 2(b) hereof, the Company shall pay the
Executive a Base Salary at the rate of at least $200,000 per
year, payable in substantially equal installments in accordance
with the Company's regular payroll practices.  Any compensation
which may be paid to the Executive under any additional bonus,
compensation or incentive plan of the Company, or which may be
otherwise authorized from time to time by the Board (or an
appropriate committee thereof), shall be in addition to the Base
Salary to which the Executive is entitled under this Agreement.

          (c)  Salary Increases.  The Base Salary of the Executive shall be
               ----------------
reviewed annually by the Executive Committee of the Board to
determine whether or not the same should be increased in light of
the duties and responsibilities of the Executive and the
performance thereof, and, if it is determined that an increase is
merited, such increase shall be promptly put into effect, and the
Base Salary of the Executive as so increased shall constitute the
Base Salary of the Executive for purposes of this Agreement.

          (d)  Bonus.  The Executive shall be entitled to participate in
               -----
the Company's Key Employee Compensation Plan and will be entitled
to such bonus in addition to his Base Salary only as may be
approved by the Board of Directors (or Committee thereof) in its
sole discretion or as may be provided for in the Key Employee
Compensation Plan.

     (e)  Stock Option Plan.  Executive will be entitled to participate in
          -----------------
the Company's Stock Option Plan.  Before October 28, 1999, he
will be granted non-qualified stock options to purchase 30,000
shares of the Company's Common Stock at an Exercise Price equal
to the fair market value of the Company's Common Stock on the
date of grant and otherwise on such terms as the Executive
Committee and the Company may approve consistent with the terms
of the Stock Option Plan.

     6.   OTHER BENEFITS.  In addition to the Base Salary to be
paid to the Executive pursuant to Section 5 and any bonus paid to
the Executive pursuant to Section 5, the Executive shall also be
entitled to the following additional benefits:

          (a)  Participation in Benefit Plans.  The Executive shall be
               ------------------------------
entitled to participate in the various retirement, welfare,
fringe benefit and executive perquisite plans, programs and
arrangements of the Company and Laurel Bank to the extent the
Executive is eligible for participation under the terms of such
plans, programs and arrangements.

          (b)  Expense Reimbursement.  The Company shall reimburse the
               ---------------------
Executive, upon proper accounting, for reasonable business
expenses and disbursements incurred by him in the course of the
performance of his duties under this Agreement.

          (c)  Vacation and Holidays.  The Executive shall be entitled to
               ---------------------
at least four (4) weeks of vacation during each year of this
Agreement, plus additional vacation time at the Executive's
discretion with approval by the Chairman of the Board of
Directors.  The Executive will also be entitled to paid holidays
given by the Company to its employees generally, without
reduction in salary or other benefits.

     7.   TERMINATION.

          (a)  The Board may discharge the Executive from his
employment hereunder and the Executive may resign from his
employment hereunder, in either case for any reason or for no
reason whatsoever.  Upon any termination of Executive's
employment for any reason, whether by reason of discharge,
resignation, retirement, death, disability or any other reason
whatsoever, Executive shall be entitled to (i) a lump sum

                             4

severance payment of $1.2 million or, at his option, a monthly
severance benefit payable over a period of up to ten (10) years
or any shorter term selected by Executive having a discounted
present value equal to $1.2 million utilizing a discount rate
equal to the Applicable Treasury Rate, and (ii) such benefits
applicable to former employees of the Company under the terms of
any welfare, pension benefit, medical insurance and similar
plans, programs and arrangements.  The Applicable Treasury Rate
shall be the most recent Treasury Rate for constant maturities of
the number of years equal to the term selected by the Executive
as published by the Federal Reserve Board in Statistical Release
H.15 as the "Yields on U.S. Government Securities ? Treasury
constant maturities."

          (b)  Notice of Termination.  Any discharge of the Executive shall
               ---------------------
be communicated by a Notice of Termination to the Executive (in
the case of discharge) or to the Board (in the case of
resignation) given in accordance with Section 16 of this
Agreement, specifying the termination date (which date shall in
all events be within thirty (30) days after the giving of such
notice).

     8.   SUPPLEMENTAL RETIREMENT BENEFIT.

          (a)  Benefit Amount.  In addition to the severance compensation
               --------------
under Section 7(a), upon the date of termination of employment
for any reason, or if the Executive dies before termination of
employment, the Company will pay the Executive or his designated
beneficiary a monthly supplemental retirement benefit of $6,000
per month,  payable in equal monthly installments for the
lifetime of the Executive or fifteen (15) years, whichever is
longer, unless the Executive or his designated beneficiary
chooses one of the four alternative payment options described in
Section 8(b) (i) through (iv). The monthly amount is subject to
increase depending on the date of termination as indicated in the
following table:


                   IF EMPLOYMENT
                   -------------     MONTHLY AMOUNT
                 TERMINATES BEFORE   --------------
                 -----------------
                    OCTOBER 30,
                   ------------

                       1999             $ 6,000

                       2000             $ 6,500

                       2001             $ 7,000

provided that following any Change of Control (as defined in
Section 5(a)) the monthly amount shall be $7,000.

          (b)  Payment Options.  In lieu of the payments under Section
               ---------------
8(a), the Executive or his designated beneficiary may choose one
of the four alternative payment options described in clauses (i)
through (iv) below.

               (i)  50% Joint and Survivor Annuity Option - The
Executive shall receive an actuarially adjusted benefit (which
takes into account the amount his spouse will subsequently
receive) for his lifetime.  At his death, his spouse will receive
one-half of that amount until her death.

               (ii) 75% Joint and Survivor Annuity Option - The
Executive shall receive an actuarially adjusted benefit (which
takes into account the amount his spouse will subsequently
receive) for his lifetime.  At his death, his spouse will receive
three-fourths of that amount until her death.

                             5


               (iii) 100% Joint and Survivor Annuity Option -
The Executive shall receive an actuarially adjusted benefit
(which takes into account the amount his spouse will subsequently
receive) for his lifetime.  At his death, his spouse shall
receive the same amount until her death; or

               (iv) Lump Sum Option - The Executive, or if
applicable the beneficiary, may elect to receive a lump sum cash
payment of actuarial equivalent value to the benefit determined
under Section 8(a) in lieu and in place of the form of benefit
otherwise payable.  If a lump sum is so elected, such lump sum
shall be paid no later than sixty (60) days after benefits would
otherwise be commenced under this Plan.

          (c)  Actuarial Adjustments.  All actuarial assumptions under this
               ---------------------
Agreement shall be determined using the Executive's or, if
applicable, his designated beneficiary's life expectancy, or
their joint life expectancies, under mortality tables adopted by
the Company under its Defined Benefit Plan and using the interest
rate assumptions published by the Pension Benefit Guaranty
Company and then in effect to determine the present value of
immediate annuities in the event of termination of a single
employer plan.

          (d)  Non-Qualified Plan Arrangement.  This Agreement is intended
               ------------------------------
to be an unfunded, non-qualified deferred compensation
arrangement maintained for the purpose of providing benefits to
one of a select group of management or highly compensated
individuals pursuant to sections 201(2), 301(a)(3) and 401(a)(1)
of ERISA.  This Agreement is not intended to comply with the
requirements of section 401(a) of the Internal Revenue Code or to
be subject to Parts 2, 3 or 4 of Title I of ERISA.  This
Agreement shall be administered and construed so as to effectuate
this intent.

     9.   FUNDING.  The Company's obligations under this
Agreement shall be an unfunded and unsecured promise to make the
payments specified herein, and the Company shall not be obligated
under any circumstances to fund any of its obligations hereunder.
The Company may, however, at its sole and exclusive option, elect
to purchase or set aside assets to make provision for payment of
such obligations in whole or in part.  In all events, any such
assets shall be subject to the claims of the general creditors of
the Company.  If the Company shall make such an election, the
manner and the continuance or discontinuance thereof shall be the
sole and exclusive decision of the Company.

     10.  INVESTMENT.  The Company shall have the discretion to
invest, or not invest, all or any portion of any funds it may set
aside to fund its obligations under this Agreement.  However,
nothing herein shall be construed as requiring such investment.
If the Company invests all or any portion of such funds, it may
invest and reinvest in such bonds, domestic or foreign, common or
preferred stocks of any Company organized under the laws of any
State in the United States or any foreign government, diversified
investment companies and mutual funds, notes secured by mortgage
or deed of trust on real estate, domestic or foreign,
certificates or other evidence of right, tide, interest,
debentures and any other class or classes of property, domestic
or foreign, whether real or personal, or life insurance policies
issued on the life of the Executive.  If the Company desires to
invest all or any portion of such funds in a life insurance
policy or policies issued upon the life of the Executive, then he
or she shall assist the Company by submitting to a physical
examination and supplying any additional information necessary or
helpful to the Company to obtain such insurance.

     11.  OTHER BENEFITS AND AGREEMENTS.  The benefits provided
for the Executive herein are in addition to any other benefits
the Executive may have under any other Agreement or program of
the Company or its subsidiaries, and shall supplement and shall
not supersede any other agreement between the Company or its
subsidiaries and the Executive or any provision contained
therein.

                             6

     12.  BENEFICIARY DESIGNATION.  The Executive shall have the
right to designate the person or persons who shall have the right
to receive any payments which may be required to be paid by the
Company pursuant to this Agreement to any person other than the
Executive.  Such designation shall be in a form acceptable to the
Company and shall be valid upon receipt by the Company.  Attached
hereto as Exhibit "A" is a form of beneficiary designation
acceptable to the Company.  Any beneficiary designation made
under this Agreement shall be revocable at any time unless
expressly made irrevocable.  If at the time of the Executive's
death there is no beneficiary designated for purposes of
receiving any payments which may be due from the Company
hereunder or if such designated beneficiary fails to survive the
Executive, such payments shall be paid to the Executive's estate.

     13.  COMPETITION.

          (a)  During the term of this Agreement and for a period
of two years after the termination or expiration hereof, the
Executive will not, within Somerset County, Pennsylvania,
directly or indirectly:

               (i)  as an individual proprietor, partner,
stockholder, officer, employee, director, joint venturer,
investor, lender, or in any other capacity whatsoever (other than
as the holder of not more than one percent (1%) of the total
outstanding stock of a publicly-held company), engage in the
business of banking, making loans or providing trust services;

               (ii) recruit, solicit or induce, or attempt to
induce, any employee or employees of the Company or any of its
affiliates to terminate their employment with, or otherwise cease
their relationship with, the Company; or

               (iii) solicit, divert or take away, or attempt
to divert or to take away, the business or patronage of any of
the clients, customers, or accounts, or prospective clients,
customers or accounts, of the Company or any of its affiliates
which were contacted, solicited or served by the Employee while
employed by the Company or any of its affiliates.

          (b)  If any restriction set forth in this Section 13 is
found by any court of competent jurisdiction to be unenforceable
because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it
shall be interpreted to extend only over the maximum period of
time, range of activities or geographic area as to which it may
be enforceable.

          (c)  The restrictions contained in this Section 13
hereof are necessary for the protection of the business and
goodwill of the Company and are considered by the Executive to be
reasonable for such purpose.  The Executive agrees that any
breach of this Section 13 hereof will cause the Company and its
affiliates substantial and irreparable harm and, therefore, in
the event of any such breach, in addition to such other remedies
that may be available, the Company or any of its affiliates shall
have the right to seek specific performance and injunctive
relief.

     14.  BINDING EFFECT.  This Agreement shall be binding upon
and inure to the benefit of the heirs and representatives of the
Executive and the successors and assigns of the Company and
Laurel Bank.  The Company shall require any successor (whether
direct or indirect, by purchase, merger, reorganization,
consolidation, acquisition of property or stock, liquidation, or
otherwise) to all or a significant portion of its assets, by
agreement in form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be
required to perform this Agreement if no such succession had
taken place.  Regardless whether such agreement is executed, this

                              7

Agreement shall be binding upon any successor of the Company in
accordance with the operation of law and such successor shall be
deemed the "Company" for purposes of this Agreement.

     15.  DISPUTE RESOLUTION.

          (a)  Arbitration.  Any controversy or claim arising out of or
               ------------
relating to this Agreement or the breach thereof (including the
arbitrability of any controversy or claim), shall be settled by
arbitration in the City of Pittsburgh in accordance with the
internal laws of the Commonwealth of Pennsylvania by three
arbitrators, one of whom shall be appointed by the Board, one by
the Executive and the third of whom shall be appointed by the
first two arbitrators.  If the first two arbitrators cannot agree
on the appointment of a third arbitrator, then the third
arbitrator shall be appointed by the American Arbitration
Association.  The arbitration shall be conducted in accordance
with the rules of the American Arbitration Association, except
with respect to the selection of arbitrators which shall be as
provided in this Section 15(a).  Except as otherwise provided in
Section 15(b), the cost of any arbitration proceeding hereunder
shall be borne equally by the Company and the Executive.  The
award of the arbitrators shall be binding upon the parties.
Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof.

          (b)  Legal Expenses.  If it shall be necessary or desirable for
               --------------
the Executive to retain legal counsel and/or incur other costs
and expenses in connection with the enforcement of any or all of
his rights under this Agreement, and if the Executive
substantially prevails in the enforcement of such rights, the
Company shall pay (or the Executive shall be entitled to recover
from the Company, as the case may be) the Executive's reasonable
attorneys' fees and costs and expenses in connection with the
enforcement of the Executive's rights including the enforcement
of any arbitration award.

     16.  NOTICES.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if delivered by hand or mailed within the
continental United States by first class certified mail, return
receipt requested, postage prepaid, addressed as follows:

          (a)  if to the Board or the Company, to:

               BT Financial Corporation
               BT Financial Plaza
               551 Main Street
               Johnstown, PA  15901
               Attention:  Board of Directors
               c/o Corporate Secretary

          (b)  to the Executive, to:

               George W. Hay
               629 Harvest Drive
               Rockwood, PA  15557

     Such addresses may be changed by written notice sent to the
other party at the last recorded address of that party.

                              8


     17.  NO ASSIGNMENT.  Except as otherwise expressly provided
herein, this Agreement is not assignable by any party and no
payment to be made hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
other charge.

     18.  EXECUTION IN COUNTERPARTS.  This Agreement may be
executed by the parties hereto in two or more counterparts, each
of which shall be deemed to be an original, but all such
counterparts shall constitute one and the same instrument, and
all signatures need not appear on any one counterpart.

     19.  JURISDICTION AND GOVERNING LAW.  Jurisdiction over
disputes with regard to this Agreement shall be exclusively in
the courts of the Commonwealth of Pennsylvania, and this
Agreement shall be construed and interpreted in accordance with
and governed by the laws of the Commonwealth of Pennsylvania,
other than the conflict of laws provisions of such laws.

     20.  NO MITIGATION REQUIRED.  The Executive shall not be
required to mitigate damages or the amount of any payment
provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation earned by the
Executive as the result of employment by another employer or
otherwise after the Date of Termination.

     21.  SEVERABILITY.  If any provision of this Agreement shall
be adjudged by any court of competent jurisdiction to be invalid
or unenforceable for any reason, such judgment shall not affect,
impair or invalidate the remainder of this Agreement.

     22.  PRIOR UNDERSTANDINGS.  This Agreement embodies the
entire understanding of the parties hereof, and supersedes all
other oral or written agreements or understandings between them
regarding the subject matter hereof. No change, alternation or
modification hereof may be made except in a writing, signed by
each of the parties hereto.  The headings in this Agreement are
for convenience and reference only and shall not be construed as
part of this Agreement or to limit or otherwise affect the
meaning hereof.

          [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                              9


     22.  JOINT AND SEVERAL LIABILITY.  The Company and Laurel
Bank shall be jointly and severally liable for their respective
obligations hereunder.

     IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the  15th  day of   July     , 1999.
                                ------       -----------


Attest:                                 BT FINANCIAL CORPORATION

/s/ Laura L. Roth                       /s/ John H. Anderson
---------------------------------       -------------------------
Secretary                               John H. Anderson
                                        Chairman of the Board


Attest:                                 LAUREL BANK

/s/ Laura L. Roth                       /s/ Eric F. Rummel
---------------------------------       --------------------
Secretary                               Eric F. Rummel
                                        President


Witness:                                EXECUTIVE

/s/ Janet E. Gillen                     /s/ George W. Hay
---------------------------------       --------------------
                                        George W. Hay


                              10

                                                        EXHIBIT A

                    BT FINANCIAL CORPORATION
                   DESIGNATION OF BENEFICIARY


DEATH BENEFIT

     I, GEORGE W. HAY, hereby designate the following to receive
any payments which may be required to be paid by BT Financial
Company under the Employment Agreement, dated July 15, 1999, as a
result of my death.

PRIMARY BENEFICIARY:                   Judy E. Hay
                    ---------------------------------------------

CONTINGENT BENEFICIARY:
                       ------------------------------------------

This beneficiary designation supersedes and replaces all
designations made by me at a prior time with respect to said
benefits.

THIS IS A DESIGNATION OF BENEFICIARY FORM ONLY AND IS NOT
EVIDENCE OF MY RIGHT TO BENEFITS.

                                EXECUTIVE
                                /s/ George W. Hay
                                ---------------------------------
                                George W. Hay


Received and recorded this 15th day of July 1999.
                           ----        ----

                                /s/ Laura L. Roth
                                --------------------------------
                                Laura L. Roth,
                                Secretary and Assistant
                                Treasurer

                             11