BT FINANCIAL CORPORATION
                   1998 EQUITY INCENTIVE PLAN

                  EFFECTIVE AS OF MAY 12, 1998


                                 


                    BT FINANCIAL CORPORATION
                   1998 EQUITY INCENTIVE PLAN


          Section 1.  Purposes.
                      --------
     
          The BT Financial Corporation 1998 Equity Incentive Plan
(the "Plan") is effective May 12, 1998.  The purposes of the Plan
are to: (a) assist BT Financial Corporation  (the "Company") in
recruiting and retaining highly qualified managers, consultants
and staff; (b) provide Employees with an incentive for
productivity; and (c) provide Employees an opportunity to share
in the growth and value of the Company.  The equity interests
granted pursuant to the Plan are intended to constitute Incentive
Stock Options within the meaning of section 422 of the Code, Non-
Qualified Stock Options, or other performance-based incentive
awards, as determined by the Committee, or the Board if no
Committee has been appointed at the time of the Award.  The type
of equity interests awarded will be specified in the Option
Agreement between the Company and the Participant.

          Section 2.  Definitions.
                      -----------

          (a)  "Affiliate" shall mean, with respect to a Person, a
Person that directly or indirectly controls, or is controlled by,
or is under common control with such Person.
          
          (b)  "Award" shall mean a grant of a PSU or an Option or
Options to an Employee pursuant to the provisions of this Plan.
Each separate grant of a PSU, an Option or Options to an Employee
and each group of PSUs or Options which matures on a separate
date, is treated as a separate Award.

          (c)  "Board" shall mean the Board of Directors of the
Company, as constituted from time to time.

          (d)  "Cause" shall mean a  determination by the Board
that the Participant:

               (i)  has engaged in any type of disloyalty to the
                    Company, including without limitation, fraud,
                    embezzlement, theft, or dishonesty in the
                    course of his employment or engagement, or
                    has otherwise breached any duty owed to the
                    Company;

               (ii) has been convicted of a misdemeanor involving
                    moral turpitude or a felony;

               (iii) has pled nolo contendere to a felony;
                              ---------------

               (iv) has disclosed trade secrets or confidential
                    information of the Company; or

               (v)  has breached any agreement with the Company.

          (e) "Change of Control" means the date upon which any
of the following events occurs or conditions first exist:

               (i)  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;

               (ii) (a)  A tender offer is made to acquire
                    securities of the Company entitling the
                    holders thereof to 50% or more of the voting
                    power of the Company; or (b) voting
                    securities of the Company are first purchased
                    pursuant to any other tender offer;

               (iii) At any time less than 51% of the members
                    of the Board are individuals who were either:
                    (a) directors of the Company on July 24,
                    1996; 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
                    24, 1996 or who were so approved;

               (iv) The shareholders of the Company approve an
                    agreement providing for the Company to be
                    merged, consolidated or otherwise combined
                    with, or for all or substantially all the
                    Company's 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; or

               (v)  The shareholders of the Company approve any
                    liquidation of all or substantially all of
                    the assets of the Company or any distribution
                    to security holders of assets of the Company
                    having a value equal to 30% or more of the
                    total value of all the assets of the Company.

          (f)  "Code" shall mean the Internal Revenue Code of
1986, as amended.

                                2
 
          (g)  "Committee" shall mean the Committee appointed by
the Board in accordance with Section 4(a) of the Plan, if one is
appointed.

          (h)  "Common Stock" shall mean the common stock of the
Company, $5.00 par value per Share.

          (i)  "Company" shall mean BT Financial Corporation.

          (j)  "Director" shall mean an individual who is a member
of the Board of Directors of the Company or any of its
Subsidiaries.

          (k)  "Disability" shall mean a disability of an Employee
or a Director which renders such Employee or Director unable to
perform the full extent of his duties and responsibilities by
reason of his illness or incapacity which would entitle that
employee, officer or director to receive Social Security
Disability Income under the Social Security Act, as amended, and
the regulations promulgated thereunder.  "Disabled" shall mean
having a Disability.  The determination of whether a Participant
is Disabled shall be made by the Committee, whose determination
shall be conclusive; provided that
                     -------------
               (i)  if a Participant is bound by the terms of an
                    employment agreement between the Participant
                    and the Company or any of its Subsidiaries,
                    whether the Participant is ADisabled for
                    purposes of the Plan shall be determined in
                    accordance with the procedures set forth in
                    said employment agreement, if such procedures
                    are therein provided; and

               (ii) a Participant bound by such an
                    employment agreement shall not be determined
                    to be Disabled under the Plan any earlier
                    than he would be determined to be disabled
                    under his employment agreement.

          (l)  "Employee" shall mean any person employed by the
Company or any of its Subsidiaries.

          (m)  "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.

          (n)  "Fair Market Value Per Share" shall mean the fair
market value of a share of Common Stock, as determined pursuant
to Section 8 hereof.

          (o)  "Incentive Stock Option" shall mean an Option which
is an incentive stock option as described in Section 422 of the
Code.

                                3

          (p)  "Non-Employee Director" shall have the meaning set
forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission under the Exchange Act, or any successor
definition adopted by the Securities and Exchange Commission;
provided, however, that the Committee may, in its sole
discretion, substitute the definition of "outside director"
provided in the regulations under Section 162(m) of the Code in
place of the definition of Non-Employee Director contained in the
Exchange Act.

          (q)  "Non-Qualified Stock Option" means any Option that
is not an Incentive Stock Option.

          (r) "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option to purchase Shares that is awarded
pursuant to the Plan, or a Reload Option.

          (s)  "Option Agreement" shall mean a written agreement
substantially in the form of Exhibit A-1 or A-2, or such other
form or forms as the Committee (subject to the terms and
conditions of this Plan) may from time to time approve evidencing
and reflecting the terms of an Award.

          (t)  "Participant" shall mean each Employee or Director
of the Company or a Subsidiary to whom an Award is granted
pursuant to this Plan.

          (u)  "Person" shall mean an individual, partnership,
corporation, limited liability company, trust, joint venture,
unincorporated association, or other entity or association.

          (v)  "Plan" shall mean this BT Financial Corporation
1998 Equity Incentive Plan, as amended from time to time.

          (w)  "Pool" shall mean the pool of Shares of Common
Stock subject to the Plan, as described in Section 6 hereof.

          (x) "PSU" means a phantom stock unit award made
pursuant to Section 10 hereof, which gives the Participant the
right to receive the Value of such PSU at a specified time, to be
paid in cash.

          (y)  "Reload Option" is defined in Section 11.
          
          (z)  "Securities Act" shall mean the Securities Act of
1933, as amended.

          (aa) "Shares" shall mean shares of Common Stock
contained in the Pool, as adjusted in accordance with Section 9
of the Plan.

                                4

          (bb) "Subsidiary" shall mean a subsidiary of the
Company, whether now or hereafter existing, as defined in
sections 424(f) and (g) of the Code.

          (cc) "Termination of Employment" means a cessation of
the employer-employee relationship between the Participant and
the Company and any Subsidiary for any reason, including (without
limitation) resignation, discharge, death, Disability, or
retirement.  If a Participant transfers employment from the
Company to any Subsidiary, then, unless determined otherwise by
the Board, a Termination of Employment shall not be deemed to
have occurred.

          (dd) "Value" means, with respect to a PSU, the Fair
Market Value per Share on the date of exercise of such PSU.

          Section 3.  Participation.
                      -------------

          Participants in the Plan shall be selected by the
Committee from the Employees.  The Board may make Awards at any
time and from time to time to Employees.  Any Award may include
or exclude any Employee, as the Board shall determine in its sole
discretion.

          Section 4.  Administration.
                      --------------

          (a)  Structure.
               ---------

               (i)  In General.  The Plan shall be administered
                    ---------- 
by the Committee.  The Board may at any time delegate its authority to
administer the Plan to a standing committee of the board or to a
special Committee consisting of not less than two persons to
administer the Plan on behalf of the Board, subject to such terms
and conditions as the Board may prescribe.  Members of the
Committee shall serve for such period of time as the Board may
determine.  Members of the Board or the Committee who are
eligible for Awards or have received Awards may vote on any
matters affecting the administration of the Plan or the Award of
any Options or PSUs pursuant to the Plan, except that no such
member shall act upon the Award of an Option or PSU to himself or
herself, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board or Committee
during which action is taken with respect to the Award of Options
or PSUs to himself or herself.

          From time to time the Board may increase the size of
the Committee and appoint additional members thereto, remove
members (with or without cause) and appoint new members in
substitution therefor, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer
the Plan.

               (ii) Committee Powers.  If the Board delegates its
                    ----------------
authority to administer the Plan to a Committee, the Committee
shall possess all of the power and authority of, and shall be
authorized to take any and all actions required to be taken
hereunder by, and make any and all determinations required to be

                                5 

taken hereunder by, the Board.  If the Board does not delegate
its authority to a Committee, each reference herein to the
Committee will be construed as a reference to the Board unless
the context otherwise requires.

               (iii)  Company Registered Securities Under Exchange Act.
                      ------------------------------------------------
So long as the Company has a class of equity securities registered
under Section 12 of the Exchange Act, the Committee shall consist
of not less than two persons, each of whom shall be a Non-
Employee Director.

          (b)  Authority of the Committee.  Subject to theprovisions of
               --------------------------
the Plan, the Committee shall have the authority, in its
discretion:


               (i)  to make Awards;

               (ii) to select the persons to whom Incentive Stock
                    Options, Non-Qualified Stock Options, and
                    PSUs may from time to time be granted
                    hereunder;

               (iii) to determine whether and to what extent
                    Incentive Stock Options, Non-Qualified Stock
                    Options, and PSUs, or any combination
                    thereof, may be granted hereunder;

               (iv) to determine the exercise price of any
                    Options to be awarded in accordance with
                    Sections 7 and 8 of the Plan;

               (v)  to determine the number of Shares to be
                    covered by each such Award granted hereunder;

               (vi) to prescribe, amend and rescind rules and
                    regulations relating to the Plan;

               (vii) to determine the terms and provisions of
                    each Award under the Plan and each Option
                    Agreement (which need not be identical with
                    the terms of other Awards and Option
                    Agreements) and, with the consent of the
                    Participant, to modify or amend any
                    outstanding Option or Option Agreement;

              (viii)to accelerate the vesting or exercise date
                    of any Award;

               (ix) to interpret the Plan or any agreement
                    entered into in connection with the Plan;

                                6 
               
               (x)  to authorize any person to execute on behalf
                    of the Company any instrument required to
                    effectuate an Award or to take such other
                    actions as may be necessary or appropriate
                    with respect to the Company's rights pursuant
                    to Awards or agreements relating to the Award
                    or exercise thereof; and

               (xi) to make such other determinations and
                    establish such other procedures as it deems
                    necessary or advisable for the administration
                    of the Plan.

          (c)  Effect of the Committee's Decision.  All decisions,
               ----------------------------------
determinations and interpretations of the Committee shall be
final and binding with respect to all Awards under the Plan.

          (d)  Limitation of Liability.  Notwithstanding anything herein to
               -----------------------
the contrary (with the exception of Section 31 hereof), no member
of the Board or of the Committee shall be liable for any good
faith determination, act or failure to act in connection with the
Plan or any Award hereunder.

          Section 5.  Eligibility.
                      -----------
          Awards may be made to Employees and Directors, except
that only a person employed by the Company or any of its
Subsidiaries may receive an Incentive Stock Option.  An Employee
or Director who has received an Award, if he or she is otherwise
eligible, may receive additional Awards.

          Section 6.  Stock Subject to the Plan.
                      -------------------------

          Subject to the provisions of this Section 6 and the
provisions of Section 9 of the Plan, the maximum aggregate number
of Shares which may be awarded and sold under the Plan is 600,000
Shares of Common Stock (collectively, the "Pool").  The maximum
aggregate number of Shares which may be awarded and sold under
the Plan to any individual Participant is 600,000 Shares of
Common Stock.  Options awarded from the Pool may be either
Incentive Stock Options or Non-Qualified Stock Options, as
determined by the Committee.  If an Option should expire or
become unexercisable for any reason without having been exercised
in full, or if Shares are subsequently repurchased by the
Company, the unpurchased or repurchased Shares which were subject
thereto whether they are retired or held as treasury shares
shall, unless the Plan shall have been terminated, be returned to
the Plan and become available for future Awards under the Plan.

                                7

          Section 7.  Terms and Conditions of Options.
                      -------------------------------
          
          Each Option awarded pursuant to the Plan shall be
authorized by the Committee and shall be evidenced by an Option
Agreement in such form as the Committee may from time to time
determine.  Each Option Agreement will incorporate by reference
the terms of the Plan and will include provisions as to the
following:

          (a)  Number of Shares.  The number of Shares subject to the
               ----------------
Option, which may include fractional Shares.

          (b)  Option Price.  The price per Share payable on the exercise
               ------------
of any Option which is an Incentive Stock Option shall be stated
in the Option Agreement and shall be no less than the Fair Market
Value Per Share of the Common Stock on the date such Option is
awarded, without regard to any restriction other than a
restriction which will never lapse.  Notwithstanding the
foregoing, if an Option which is an Incentive Stock Option shall
be awarded under this Plan to any person who, at the time of the
Award of such Option, owns stock possessing more than 10% of the
total combined voting power of all classes of the Company's
stock, the price per Share payable upon exercise of such
Incentive Stock Option shall be no less than 110 percent (110%)
of the Fair Market Value Per Share of the Common Stock on the
date such Option is awarded.  The price per Share payable on the
exercise of an Option which is a Non-Qualified Stock Option shall
be at least $5.00 per Share and shall be stated in the Option
Agreement.

          (c)  Consideration.  The consideration to be paid for the Shares
               -------------
to be issued upon the exercise of an Option, including the method
of payment, which shall be determined by the Committee and may
consist entirely of cash, promissory notes or shares of Common
Stock having an aggregate Fair Market Value Per Share on the date
of surrender equal to the aggregate exercise price of the Shares
as to which said Option shall be exercised, or any combination of
such methods of payment, or such other consideration and method
of payment permitted under any laws to which the Company is
subject and which is approved by the Committee. In making its
determination as to the type of consideration to accept, the
Committee shall consider if acceptance of such consideration may
be reasonably expected to benefit the Company.

               (i)  If the consideration for the exercise of an
                    Option is a promissory note, it may, in the
                    discretion of the Committee, be either full
                    recourse or nonrecourse and shall bear
                    interest at a per annum rate which is not
                    less than the applicable federal rate
                    determined in accordance with section 1274(d)
                    of the Code as of the date of exercise.  In
                    such an instance the Company may, in its sole
                    discretion, retain the Shares purchased upon
                    exercise of the Option in escrow as security
                    for payment of the promissory note.

                                8
 
               (ii) If the consideration for the exercise of an
                    Option is the surrender of previously
                    acquired and owned shares of Common Stock,
                    the Participant will make representations and
                    warranties satisfactory to the Company
                    regarding his title to the shares of Common
                    Stock used to effect the purchase (the
                    "Payment Shares"), including without
                    limitation, representations and warranties
                    that the Participant has good and marketable
                    title to such Payment Shares free and clear
                    of any and all liens, encumbrances, charges,
                    equities, claims, security interests, options
                    or restrictions, and has full power to
                    deliver such Payment Shares without obtaining
                    the consent or approval of any person or
                    governmental authority other than those which
                    have already given consent or approval in a
                    manner satisfactory to the Company.  The per
                    share value of the Payment Shares shall be
                    the Fair Market Value Per Share of such
                    Payment Shares on the date of exercise as
                    determined by the Board in its sole
                    discretion, exercised in good faith.  If such
                    Payment Shares were acquired upon previous
                    exercise of Incentive Stock Options granted
                    within two years prior to the exercise of the
                    Option or acquired by the Participant within
                    one year prior to the exercise of the Option,
                    such Participant shall be required, as a
                    condition to using the Payment Shares in
                    payment of the exercise price of the Option,
                    to acknowledge the tax consequences of doing
                    so, in that such previously exercised
                    Incentive Stock Options may have, by such
                    action, lost their status as Incentive Stock
                    Options, and the Participant may recognize
                    ordinary income for tax purposes as a result.

          (d)  Form of Option.  Whether the Option awarded is an Incentive
               --------------
Stock Option or a Non-Qualified Stock Option, which will
constitute a binding determination as to the form of Option
awarded.

          (e)  Exercise of Options.  Any Option awarded hereunder shall be
               -------------------
exercisable at such times and under such conditions as shall be
set forth in the Option Agreement (as may be determined by the
Committee and as shall be permissible under the terms of the
Plan), which may include performance criteria with respect to the
Company and/or the Participant, and as shall be permissible under
the terms of the Plan.  An Option shall be deemed to be exercised
when written notice of such exercise has been given to the
Company at its principal executive office in accordance with the
terms of the Option Agreement by the person entitled to exercise
the Option and full payment for the Shares with respect to which
the Option is exercised has been received by the Company,
accompanied by any agreements required by the terms of the Plan
and the applicable Option Agreement.  Full payment may consist of
such consideration and method of payment allowable under this
Section 7.  No adjustment shall be made for a dividend or other

                                9

right for which the record date is prior to the date the Option
is exercised, except as provided in Section 9.


          (f)  Partial Exercise.  An Option may be exercised in accordance
               ----------------
with the provisions of this Plan as to all or any portion of the
Shares then exercisable under an Option from time to time during
the term of the Option. An Option may not be exercised for a
fraction of a Share.

          (g)  Leave of Absence.  Except as may otherwise be provided in an
               ----------------
Option Agreement, if an Option would first become exercisable
while the Participant is absent from service on an approved leave
of absence, the Participant shall not be permitted to exercise
such Option until the Participant's return to active employment
with the Company.  Except as may otherwise be provided in an
Option Agreement, if an Option had become exercisable before or
as of the commencement of an approved leave of absence, the
Participant may exercise such previously vested Option while on
such leave.  Whether a Participant is absent on a leave or has
terminated employment shall be determined in accordance with the
Company's regular personnel policies.

               
          (h)  Share Certificates.  As soon as practicable after any proper
               ------------------
exercise of an Option in accordance with the provisions of the
Plan, the Company shall, without transfer or issue tax to the
Participant, deliver to the Participant at the principal
executive office of the Company or such other place as shall be
mutually agreed upon between the Company and the Participant, a
certificate or certificates representing the Shares for which the
Option shall have been exercised.

               
          (i)  Vesting
               -------

               (i)  Any vesting conditions applicable to the
                    Options evidenced thereby.  To the extent
                    that no vesting conditions are stated in the
                    Option Agreement, the Options evidenced
                    thereby shall be fully vested at grant.  Any
                    Option granted hereunder which is outstanding
                    but not vested seven (7) years after the date
                    of Award shall become vested at that time.
                    Options may be exercised in any order elected
                    by the Participant whether or not the
                    Participant holds any unexercised Options
                    under this Plan or any other plan of the
                    Company.

               (ii) Notwithstanding any other provision of this
                    Plan, no Option shall be (A) awarded under
                    this Plan after ten (10) years from the date

                               10

                    on which this Plan is adopted by the Board,
                    or (B) exercisable more than ten (10) years
                    from the date of Award; provided, however,
                                            --------  -------
                    that if an Option that is intended to be an
                    Incentive Stock Option shall be awarded under
                    this Plan to any person who, at the time of
                    the Award of such Option, owns stock
                    possessing more than 10% of the total
                    combined voting power for all classes of the
                    Company's stock, the foregoing clause (B)
                    shall be deemed modified by substituting
                    "five (5) years" for the term "ten (10) years"
                    that appears therein.

               (iii) No Option awarded to any Participant
                    shall be treated as an Incentive Stock
                    Option, to the extent such Option would cause
                    the aggregate Fair Market Value Per Share
                    (determined as of the date of Award of each
                    such Option) of the Shares with respect to
                    which Incentive Stock Options are exercisable
                    by such Participant for the first time during
                    any calendar year to exceed $100,000.  For
                    purposes of determining whether an Incentive
                    Stock Option would cause such aggregate Fair
                    Market Value Per Share to exceed the $100,000
                    limitation, such Incentive Stock Options
                    shall be taken into account in the order
                    awarded.  For purposes of this subsection,
                    Incentive Stock Options include all Incentive
                    Stock Options under all plans of the Company
                    that are Incentive Stock Option plans within
                    the meaning of section 422 of the Code.

          (j)  Termination of Options.
               ----------------------

               (1)  Upon the Termination of Employment for any
                    reason other than death, Disability or Cause,
                    (A) any Options that were not exercisable at
                    the date of Termination of Employment will
                    expire automatically, (B) any exercisable
                    Option intended to be an Incentive Stock
                    Option will remain exercisable for ninety
                    (90) days after the date of Termination of
                    Employment and (C) any exercisable Option not
                    intended to be an Incentive Stock Option
                    shall remain exercisable for twelve (12)
                    months after the date of Termination of
                    Employment.

               (2)  Upon the death of a Participant, (A) any
                    Options that were not exercisable at the date
                    of death will expire automatically, (B) any
                    exercisable Option intended to be an
                    Incentive Stock Option will remain
                    exercisable for only ninety (90) days after
                    the date of Termination of Employment and (C)
                    any other exercisable Option may be exercised
                    by the Participant's estate or by a person

                                11

                    who acquires the right to exercise such
                    Option by bequest or inheritance or by reason
                    of the death of the Participant, provided
                    that such exercise occurs within both the
                    remaining term of the Option and one year
                    after the Participant's death.

               (3)  Upon the Termination of Employment by reason
                    of Disability, (A) any Options that were not
                    exercisable at the date of Termination of
                    Employment will expire automatically, (B) any
                    exercisable Option intended to be an
                    Incentive Stock Option will remain
                    exercisable for only ninety (90) days after
                    the date of Termination of Employment any
                    other exercisable Option may be exercised
                    within 36 months from the date of Termination
                    of Employment.

               (4)  Notwithstanding any other provision of this
                    Plan, upon the Termination of Employment of
                    any Participant for ACause, all of that
                    Participant's unexercised Options will
                    terminate immediately upon the date such
                    Termination of Employment and the Participant
                    shall forfeit all Shares for which the
                    Company has not yet delivered share
                    certificates to the Participant.  The Company
                    shall refund to the Participant the Option
                    purchase price paid to it, if any, in the
                    same form as it was paid (or in cash at the
                    Company's discretion).  The Company may
                    withhold delivery of share certificates
                    pending the resolution of any inquiry that
                    could lead to a finding that a Termination of
                    Employment was for Cause.

          (k)  Reload Options.  Whether or not Reload Options are
               --------------
authorized with respect to the Options granted thereby.

   Section 8.  Determination of Fair Market Value Per Share of Common Stock
               ------------------------------------------------------------
          (a)  If shares of Common Stock are listed on a national
or regional securities exchange or traded through the NASDAQ
National Market, the Fair Market Value of a share of Common Stock
shall be the closing price for a share of Common Stock on the
exchange or on the NASDAQ National Market, as reported in The
Wall Street Journal on the relevant valuation date, or if
------------------
there is no trading on that date, on the next preceding date on
which there were reported share prices.  If shares of Common
Stock are traded in the over-the-counter market, the Fair Market
Value Per Share of Common Stock shall be the mean of the bid and
asked prices for a share of Common Stock on the relevant
valuation date as reported in The Wall Street Journal (or, if not so
                              -----------------------
reported, as otherwise reported by the National Association of
Securities Dealers Automated Quotations ("NASDAQ") System), as
applicable or, if there is no trading on such date, on the next
preceding date on which there were reported share prices.

                                12

          (b)  If Fair Market Value Per Share of Common Stock
cannot be determined in accordance with Section 8(a), then the
Fair Market Value Per Share of Common Stock shall be determined
by the Committee in good faith and in its sole discretion.  In no
event shall this Section 8(b) require the Committee to obtain any
expert or independent opinion with respect to the  Fair Market
Value Per Share of Common Stock.

          Section 9.  Adjustments.
                      -----------

          (a)  Subject to required action by the Shareholders, if
any, the number of Shares in the Pool and the number of Shares
subject to outstanding Options and the Option prices thereof
shall be adjusted proportionately for any increase or decrease in
the number of outstanding Shares of Common Stock of the Company
resulting from stock splits, reverse stock splits, stock
dividends, reclassifications and recapitalizations, merger,
consolidation, exchange of shares, or rights offered to purchase
shares of Common Stock at a price substantially below Fair Market
Value Per Share or any similar change affecting Common Stock.

          (b)  No fractional Shares shall be issuable on account
of any action mentioned in Section 9(a), and the aggregate number
of Shares into which Shares then covered by the Award, when
changed as the result of such action, shall be reduced to the
number of whole Shares resulting from such action, unless the
Board, in its sole discretion, shall determine to issue scrip
certificates with respect to any fractional Shares, which scrip
certificates, in such event, shall be in a form and have such
terms and conditions as the Board in its discretion shall
prescribe.  The Board, in its sole discretion, shall make
appropriate equitable anti-dilution adjustments to the number of
then-outstanding PSUs.

           Section 10.  Phantom Stock Units.
                        -------------------

          (a)  Awards and Administration.  A PSU is the right to receive a
               -------------------------
cash award in in an amount equal to Value of the PSU on the date
of exercise. The Committee shall determine the persons to whom
and the time or times at which PSUs shall be awarded, the number
of PSUs to be awarded to any such person, the duration of the
period (the "performance period") during which, and the conditions
under which, a Participant's right to PSUs will be vested, and
the other terms and conditions of the award in addition to those
set forth below. The Committee may condition the vesting of PSUs
upon the attainment of specified performance goals or such other
factors or criteria as the Committee shall determine, in its sole
discretion.  The provisions of PSU awards need not be the same
with respect to each Participant, and such awards to individual
Participants need not be the same in subsequent years.

          (b)  Terms and Conditions.  PSUs awarded pursuant to this Section
               --------------------
10 shall be subject to the following terms and conditions and
such other terms and conditions not inconsistent with this Plan
as the Committee deems desirable:

                               13

               (i)  Conditions. At the discretion of the Committee, the
                    ----------
Participant shall have, with respect to each PSU, the right to
receive any distributions or dividends, equal to any
distributions or dividends actually paid in respect of
outstanding shares of Common Stock while a PSU is outstanding.

               (ii) Transfer or Assignment.  PSUs shall not be
                    ----------------------
transferable nor assignable.

               (iii) Vesting.  The Board, in its sole discretion, shall
                     -------
specify the performance period during which, and the conditions
under which, the Participant's right to PSUs will be vested. At
the expiration of the performance period, the Board, in its sole
discretion, shall determine the extent to which the performance
goals have been achieved, and the percentage of the PSUs of each
Participant that have vested.

               (iv) Exercise.  Upon exercise of a PSU, its Value shall be
                    --------
payable in cash.  As a condition to payment, the Participant
shall make appropriate arrangements to satisfy applicable
federal, state, or local tax withholding requirements.  Unless
provided otherwise, PSUs may be exercised only on a December 31
or January 1 of the relevant year.
          
               (v)  Termination of Employment.   Upon a Participant=s
                    -------------------------
Termination of Employment, all that Participant's PSUs and any
rights thereunder will be forfeited immediately.


           Section 11.  Reload Options.
                        --------------
 
          (a)  Authorization of Reload Options.  Concurrently with the
               -------------------------------
award of Options, the Committee may authorize reload options
("Reload Option") to purchase for cash or shares a number of
shares of Common Stock.  The number of Reload Options shall equal
(i) the number of shares of Common Stock used to exercise the
underlying Options and (ii) to the extent authorized by the
Committee, the number of shares of Common Stock used to satisfy
any tax withholding requirement incident to the exercise of the
underlying Stock Options or Incentive Stock Options.  The grant
of a Reload Option will become effective upon the exercise of
underlying Options or Reload Options through the use of shares of
Common Stock held by the optionee for at least 12 months.
Notwithstanding the fact that the underlying option may be an
Incentive Stock Option, a Reload Option is not intended to
qualify as an "incentive stock option" under Section 422 of the
Internal Revenue Code of 1986.

          (b)  Reload Option Amendment.  Each Option Agreement shall state
               -----------------------
whether the Committee has authorized Reload Options with respect
to the underlying Options.  Upon the exercise of an underlying
Option or other Reload Option, the Reload Option will be
evidenced by an amendment to the underlying Option Agreement.

                               14

          (c)  Reload Option Price.  The option price per share of Common
               -------------------
Stock deliverable upon the exercise of a Reload Option shall be
the Fair Market Value per Share of Common Stock on the date the
grant of the Reload Option becomes effective.

          (d)  Term and Exercise.  Each Reload Option shall be fully
               -----------------
exercisable six months from the effective date of its grant.  The
term of each Reload Option shall be equal to the remaining option
term of the underlying Option.

          (e)  Termination of Employment.  No additional Reload Options
               -------------------------
shall be granted to any Optionee upon exercise of Options or
Reload Options following any Termination of Employment.

           Section 12.  Rights as a Shareholder.
                      -----------------------

          A recipient of an Option Award or PSU shall have no
rights as a Shareholder of the Company and shall neither have the
right to vote nor receive dividends with respect to any Shares
subject to an Option until such Option has been exercised and a
certificate with respect to the Shares purchased upon such
exercise has been issued to him.

          Section 13.  Time of Awarding Options or PSUs.
                       --------------------------------

          The date of an Award shall, for all purposes, be the
date which the Committee specifies when the Committee makes its
determination that an Award is made or if none is specified, then
the date of the Committee's determination.  Notice of the
determination shall be given to each Employee to whom an Award is
made within a reasonable time after the date of such Award.
          
          Section 14. Modification, Extension and Renewal of Award.
                      --------------------------------------------

          Subject to the terms and conditions of the Plan, the
Committee may modify, extend or renew an Award, or accept the
surrender of an Award (to the extent not theretofore exercised).
Notwithstanding the foregoing, (a) no modification of an Award
which adversely affects the Participant shall be made without the
consent of the Participant, and (b) no Incentive Stock Option may
be modified, extended or renewed if such action would cause it to
cease to be an "Incentive Stock Option" within the meaning of
section 422 of the Code, unless the Participant specifically
acknowledges and consents to the tax consequences of such action.

                               15 

          Section 15.  Purchase for Investment and Other Restrictions.
                       ----------------------------------------------

          (a)  The obligation of the Company to issue Shares to a
Participant upon the exercise of an Option granted under the Plan
is conditioned upon:

               (i)  the Company obtaining any required permit or
                    order from appropriate United States, state
                    and foreign governmental agencies or stock
                    exchange or similar body, authorizing the
                    Company to issue such Shares; and

               (ii) such issuance complying with all relevant
                    provisions of applicable law, including,
                    without limitation, the Securities Act, the
                    Exchange Act, the rules and regulations
                    promulgated thereunder and any applicable
                    foreign laws.

          (b)  At the option of the Committee, the obligation of
the Company to issue Shares to a Participant upon the exercise of
an Option granted under the Plan may be conditioned upon
obtaining appropriate representations, warranties, restrictions
and agreements of the Participant.  Among other representations,
warranties, restrictions and agreements, the Participant may be
required to represent and agree that the purchase of Shares shall
be for investment, and not with a view to the public resale or
distribution thereof, unless the Shares are registered under the
Securities Act and the issuance and sale of the Shares complies
with all other laws, rules and regulations applicable thereto.
Unless the issuance of such Shares is registered under the
Securities Act (and any similar law of a foreign jurisdiction
applicable to the Participant), the Participant shall acknowledge
that the Shares purchased are not registered under the Securities
Act (or any such other law) and may not be sold or otherwise
transferred unless the Shares have been registered under the
Securities Act (or any such other law) in connection with the
sale or other transfer thereof, or that counsel satisfactory to
the Company has issued an opinion satisfactory to the Company
that the sale or other transfer of such Shares is exempt from
registration under the Securities Act (or any such other law),
and unless said sale or transfer is in compliance with all other
applicable laws, rules and regulations, including all applicable
federal, state and foreign securities laws, rules and
regulations.  Unless the Shares subject to an Award are
registered under the Securities Act, the certificates
representing such Shares issued shall contain the following
legend in substantially the following form:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS.  THESE
          SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO
          DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED,
          EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR
          OTHERWISE TRANSFERRED OR DISPOSED OF, BY GIFT OR
          OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN

                                16

          EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
          APPLICABLE STATE SECURITIES LAWS, OR A SATISFACTORY
          OPINION OF COUNSEL SATISFACTORY TO BT FINANCIAL
          CORPORATION, INC. THAT REGISTRATION IS NOT REQUIRED
          UNDER SUCH ACT AND UNDER APPLICABLE STATE SECURITIES
          LAWS.

If required under the laws of any jurisdiction in which the
Participant resides, the certificate or certificates may bear any
such legend.

          Section 16.  Transferability.
                       ---------------

          No Option shall be assignable or transferable otherwise
than by will or by the laws of descent and distribution. Options
shall be exercisable only by Participant, or, in the event of his
or her legal incapacity or Disability, then by the Participant's
legal guardian or representative, or by a Participant's executor
or administrator.

          Section 17.  Other Provisions.
                       ----------------

          Each Option Agreement may contain such other provisions
as the Committee in its discretion deems advisable and which are
not inconsistent with the provisions of this Plan, including,
without limitation, restrictions upon or conditions precedent to
the exercise of the Option.

          Section 18.  Power of Board in Case of Change of Control.
                       -------------------------------------------

          In the event of a Change of Control, the Board shall
have the authority, in its discretion, to accelerate the vesting
of all unmatured Options or to accelerate the expiration date of
all Options, whether or not matured.  In addition, in the event
of a Change of Control of the Company by reason of a merger,
consolidation or tax free reorganization or sale of all or
substantially all of the assets of the Company, the Board shall
have the authority, in its discretion, to terminate this Plan and
to (a) exchange all Options for options to purchase common stock
in the successor corporation or (b) distribute to each
Participant cash and/or other property in an amount equal to and
in the same form as the Participant would have received from the
successor corporation if the Participant had owned the Shares
subject to the Option rather than the Option at the time of the
Change of Control, provided that any such amount paid to a
Participant shall reflect the deduction of the exercise price the
Participant would have paid to purchase such Shares.  The form of
payment or distribution to the Participant pursuant to this
Section shall be determined by the Board.

                                17

          Section 19.  Amendment of the Plan.
                       ---------------------

          Insofar as permitted by law and the Plan, the Board may
from time to time suspend, terminate or discontinue the Plan or
revise or amend it in any respect whatsoever with respect to any
Shares at the time not subject to an Option; provided, however,
that without approval of the Shareholders by a majority of the
votes cast at a duly held Shareholder meeting at which a quorum
representing a majority of the Company's outstanding voting
shares is present (either in person or by proxy), within one year
(365 days) of the adoption of an amendment or revision by the
Board, no such amendment or revision may change the aggregate
number of Shares for which Options may be awarded hereunder,
change the designation of the class of Employees eligible to
receive Options or decrease the price at which Options may be
awarded.

          The Committee may make Awards hereunder prior to
approval of any amendment; provided, however, that any and all
                           -----------------
Options so awarded automatically shall be converted into Non-Qualified
Stock Options if the amendment is not approved by such Shareholders within 365
days of its adoption.

          Any other provision of this Section 19 notwithstanding,
the Board specifically is authorized to adopt any amendment to
this Plan deemed by the Board to be necessary or advisable to
assure that the Incentive Stock Options or the Non-Qualified
Stock Options available under the Plan continue to be treated as
such, respectively, under all applicable laws.

          Section 20.  Application of Funds.
                       --------------------

          The proceeds received by the Company from the sale of
Shares pursuant to the exercise of Options shall be used for
general corporate purposes or such other purpose as may be
determined by the Board.

          Section 21.  No Obligation to Exercise Option.
                       --------------------------------

          The Award of an Option shall impose no obligation upon
the Participant to exercise such Option.

          Section 22.  Approval of Shareholders.
                       ------------------------

          This Plan shall become effective on the date that it is
adopted by the Board; provided, however, that it shall become
                      ----------------- 
limited to a Non-Qualified Stock Option plan if it is not approved by
the shareholders of the Company within one year (365 days) of its adoption
by the Board, by a majority of the votes cast at a duly held shareholder
meeting at which a quorum representing a majority of the
Company's outstanding voting shares is present, either in person
or by proxy.  The Committee may make Awards hereunder prior to
shareholder approval of the Plan; provided, however, that any and
                                  ----------------- 
all Options so awarded automatically shall be converted into Non-Qualified

                                18

Stock Options if the Plan is not approved by such Shareholders
within 365 days of its adoption.

          Section 23.  Conditions Upon Issuance of Shares.
                       ----------------------------------

          Shares shall not be issued pursuant to the exercise of
an Option unless the exercise of such Option and the issuance and
delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock
exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with
respect to such compliance.

          Section 24.  Reservation of Shares.
                       ---------------------

          The Company shall at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy
the requirements of the Plan.

          The Company shall use its best efforts to seek to
obtain from appropriate regulatory agencies any requisite
authorization in order to issue and sell such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.  The
inability of the Company to obtain from any such regulatory
agency having jurisdiction the requisite authorization(s) deemed
by the Company's counsel to be necessary for the lawful issuance
and sale of any Shares hereunder, or the inability of the Company
to confirm to its satisfaction that any issuance and sale of any
Shares hereunder will meet applicable legal requirements, shall
relieve the Company of any liability in respect to the failure to
issue or sell such Shares as to which such requisite authority
shall not have been obtained.

          Section 25.  Stock Option Agreements.
                       -----------------------

          Options shall be evidenced by an Option Agreement in
such form or forms as the Board shall approve from time to time.

          Section 26.  Taxes, Fees, Expenses and Withholding of Taxes.
                       ----------------------------------------------

          (a)  The Company shall pay all original issue and
transfer taxes (but not income taxes, if any) with respect to the
Award of Options and/or the issue and transfer of Shares pursuant
to the exercise thereof, and all other fees and expenses
necessarily incurred by the Company in connection therewith, and
will from time to time use its best efforts to comply with all
laws and regulations which, in the opinion of counsel for the
Company, shall be applicable thereto.

                                 19


          (b)  The Award of Options hereunder and the issuance of
Shares pursuant to the exercise of Options is conditioned upon
the Company's reservation of the right to withhold in accordance
with any applicable law, from any compensation or other amounts
payable to the Participant, any taxes required to be withheld
under federal, state or local law as a result of the Award or
exercise of such Option or the sale of the Shares issued upon
exercise thereof.  To the extent that compensation or other
amounts, if any, payable to the Participant is insufficient to
pay any taxes required to be so withheld, the Company may, in its
sole discretion, require the Participant (or such other person
entitled herein to exercise the Option), as a condition of the
exercise of an Option, to pay in cash to the Company an amount
sufficient to cover such tax liability or otherwise to make
adequate provision for the Company's satisfaction of its
withholding obligations under federal, state and local law,
provided that such satisfaction of tax liability is made within
60 days of the date on which written notice of exercise has been
given to the Company.

          Section 27.  Notices.
                       -------

          Any notice to be given to the Company pursuant to the
provisions of this Plan shall be addressed to the Company in care
of its Secretary (or such other person as the Company may
designate from time to time) at its principal executive office,
and any notice to be given to a Participant shall be delivered
personally or addressed to him or her at the address given
beneath his or her signature on his or her Option Agreement, or
at such other address as such Participant or his or her permitted
transferee (upon the transfer of the Shares) may hereafter
designate in writing to the Company.  Any such notice shall be
deemed duly given on the date and at the time delivered via
personal, courier or recognized overnight delivery service or, if
sent via telecopier, on the date and at the time telecopied with
confirmation of delivery or, if mailed, on the date five (5) days
after the date of the mailing (which shall be by regular,
registered or certified mail).  Delivery of a notice by telecopy
(with confirmation) shall be permitted and shall be considered
delivery of a notice notwithstanding that it is not an original
that is received.  It shall be the obligation of each Participant
and each permitted transferee holding Shares purchased upon
exercise of an Option to provide the Secretary of the Company, by
letter mailed as provided herein, with written notice of his or
her direct mailing address.

          Section 28.  No Enlargement of Participant Rights.
                       ------------------------------------

          This Plan is purely voluntary on the part of the
Company, and the continuance of the Plan shall not be deemed to
constitute a contract between the Company and any Participant, or
to be consideration for or a condition of the employment or
service of any Participant.  Nothing contained in this Plan shall
be deemed to give any Participant the right to be retained in the
employ or service of the Company or any Subsidiary, or to
interfere with the right of the Company or any such corporation
to discharge or retire any Participant thereof at any time
subject to applicable law.  No Participant shall have any right
to or interest in Awards authorized hereunder prior to the Award
thereof to such Participant, and upon such Award he shall have

                                 20

only such rights and interests as are expressly provided herein,
subject, however, to all applicable provisions of the Company's
Certificate of Incorporation, as the same may be amended from
time to time.

          Section 29.  Information to Participants.
                       ---------------------------

          The Company, upon request, shall provide without charge
to each Participant copies of such annual and periodic reports as
are provided by the Company to its Shareholders generally.

          Section 30.  Invalid Provisions.
                       ------------------

          If any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity
or unenforceability shall not be construed as rendering any other
provisions contained herein as invalid or unenforceable, and all
such other provisions shall be given full force and effect to the
same extent as though the invalid or unenforceable provision was
not contained herein.

          Section 31.  Applicable Law.
                       --------------

          This Plan shall be governed by, construed and enforced
in accordance with the laws of the Commonwealth of Pennsylvania.


          Executed this 12 day of May, 1998.
                      

[CORPORATE SEAL]                         BT FINANCIAL CORPORATION


Attest: /s/ Laura L. Roth                By: /s/ John H. Anderson
       -----------------------------        -------------------------





                        ADOPTION AND APPROVAL OF PLAN
                        -----------------------------
                                
                 Date Plan adopted by Board: November 26, 1997
               Date Plan approved by Shareholders: May 12, 1998
                     Effective Date of Plan: May 12, 1998

                                 21 

                                                     Exhibit A-1

                                
          NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE
       BT FINANCIAL CORPORATION 1998 EQUITY INCENTIVE PLAN
                                
                                
           BT Financial Corporation (the "Company"), hereby grants
to [name] (the "Optionee") the option to purchase [number of shares]  shares
    ----                                           ---------------- 
of the  Company's common stock (the "Option").  The Option is subject to
the terms set forth herein, and in all respects is subject to the
terms and provisions of the BT Financial Corporation 1998 Equity
Incentive Plan (the "Plan") applicable to non-qualified stock
options, which terms and provisions are incorporated herein by
this reference.  Unless the context herein requires otherwise,
the terms defined in the Plan shall have the same meanings
herein.

          1.  NATURE OF THE OPTION.  The Option is intended to
be a nonstatutory stock option for federal income tax purposes
and is not intended to be an Incentive Stock Option described by
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or to otherwise qualify the Optionee for any special tax
benefits.

          2.  DATE OF GRANT; TERM OF OPTION.  This Option is
granted as of (date of grant), and it may not be exercised than
later than the date that is ten (10) years after date of grant,
subject to earlier termination, as provided in the Plan.

          3.  OPTION EXERCISE PRICE.  The exercise price to the Optionee
to purchase, pursuant to this Agreement, one share of common
stock of the Company is $[exercise price].
                          --------------

          4.  RELOAD OPTIONS.  This Option Agreement does not
provide for the grant of any Reload Options.

          5.  EXERCISE OF OPTION.  The Option shall be
exercisable during its term only in accordance with the terms and
provisions of the Plan and this Option Agreement as follows:

               (a)  RIGHT TO EXERCISE.   The Option shall become exercisable
on [exercise date].
    -------------

               (b)  METHOD OF EXERICSE.  The Optionee may
exercise the Option by providing written notice stating the
election to exercise this Option, and making such representations
and agreements as to the Optionee's investment intent with
respect to the shares underlying the Option and to be purchased
(the "Shares") as may be required by the Company hereunder or
pursuant to the provisions of the Plan.  Such written notice
shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company or such
other person as may be designated by the Company.  The written
notice shall be accompanied by payment of the exercise price by
check or such other consideration and method of payment as may be
authorized by the Board pursuant to the Plan.  The certificate(s)
for the Shares as to which the Option shall be exercised shall be
registered in the name of the Optionee and shall be legended as
may be required under applicable law.

               (c)  PARTIAL EXERCISE.  The Option may be
exercised in whole or in part.

               (d)  RESTRICTIONS ON EXERCISE.  This Option may
not be exercised if the issuance of the Shares upon such exercise
would constitute a violation of any applicable federal or state
securities laws or other laws or regulations.  As a condition to
the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be
required by or advisable under any applicable law or regulation.

              6.  NONTRANSFERABILITY OF OPTION.  This Option may not
be sold, pledged, assigned, hypothecated, gifted, transferred or
disposed of in any manner either voluntarily or involuntarily by
operation of law, other than by will or by the laws of descent or
distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Subject to the foregoing and the
terms of the Plan, the terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of
the Optionee.

            7.  CONTINUATION OF EMPLOYMENT OR ENGAGEMENT.  Neither
the Plan nor this Option shall confer upon any Optionee any right
to continue in the service of the Company or limit, in any
respect, the right of the Company to discharge the Optionee at
any time, with or without cause and with or without notice.

            8.  WITHHOLDING.  The Company reserves the right to
withhold, in accordance with any applicable laws, from any
consideration payable to Optionee any taxes required to be
withheld by federal, state or local law as a result of the grant
or exercise of this Option or the sale or other disposition of
the Shares issued upon exercise of this Option.  If the amount of
any consideration payable to the Optionee is insufficient to pay
such taxes or if no consideration is payable to the Optionee,
upon the request of the Company, the Optionee (or such other
person entitled to exercise the Option pursuant to the Plan)
shall pay to the Company an amount sufficient for the Company to
satisfy any federal, state or local tax withholding requirements
it may incur as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon the
exercise of this Option.

            9.  THE PLAN.  This Option is subject to, and the
Company and the Optionee agree to be bound by, all of the terms
and conditions of the Plan as such Plan may be amended from time

                              A-1-2                        

to time in accordance with the terms thereof, provided that no
such amendment shall deprive the Optionee, without his consent,
of this Option or any rights hereunder.  Pursuant to the Plan,
the Board or the Option Committee of the Board is authorized to
adopt rules and regulations not inconsistent with the Plan as it
shall deem appropriate and proper.  A copy of the Plan in its
present form is available for inspection during business hours by
the Optionee or the persons entitled to exercise this Option at
the Company's principal office.

           10.    ENTIRE AGREEMENT.  This Agreement, together with
the Plan and the other exhibits attached thereto or hereto,
represents the entire agreement between the parties.

           11.  GOVERNING LAW.  This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania.

           12.  AMENDMENT.  Subject to the provisions of the Plan,
this Agreement may only be amended by a writing signed by each of
the parties hereto.
          
          IN WITNESS WHEREOF, this Agreement has been executed by the
parties on the     day of            ,    .
              ----       ------------ ---


                              BT FINANCIAL CORPORATION

                         By:
                              -----------------------------------------

                         Title:    ------------------------------------


                              OPTIONEE

               
                              -----------------------------------------------
                              Signature
                    
                              -----------------------------------------------
                              Printed Name

                              A-1-3 

                         ACKNOWLEDGMENT
                         --------------

               The Optionee acknowledges receipt of a copy of the
BT Financial Corporation 1998 Equity Incentive Plan (the "Plan"),
a copy of which is attached hereto, and represents that Optionee
has read and is familiar with the terms and provisions thereof,
and hereby accepts this Option subject to all of the terms and
provisions thereof.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Board of Directors or the Committee upon any questions
arising under the Plan.



Date:
      -------------------------         ------------------------------------
                                        Optionee



                                                     Exhibit A-2
                                
           INCENTIVE STOCK OPTION AGREEMENT UNDER THE
       BT FINANCIAL CORPORATION 1998 EQUITY INCENTIVE PLAN
                                
                                
                                
           BT Financial Corporation (the "Company"), hereby grants
to [name] (the "Optionee") the option to purchase [number of shares]  shares
    ----                                           ----------------
of the Company's common stock (the "Option").  The Option is subject to
the terms set forth herein, and in all respects is subject to the
terms and provisions of the BT Financial Corporation 1998 Equity
Incentive Plan (the "Plan") applicable to non-qualified stock
options, which terms and provisions are incorporated herein by
this reference.  Unless the context herein requires otherwise,
the terms defined in the Plan shall have the same meanings
herein.

          1.  NATURE OF THE OPTION.  The Option is intended to
be an Incentive Stock Option described by Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

          2.  DATE OF GRANT; TERM OF OPTION.  This Option is
granted as of [date of grant], and it may not be exercised than
later than the date that is ten (10) years after date of grant,
subject to earlier termination, as provided in the Plan.

          3.  OPTION EXERCISE PRICE.  The exercise price to the Optionee
          to purchase, pursuant to this Agreement, one share of common
stock of the Company is $[exercise price].
                          --------------

          4.  RELOAD OPTIONS.  This Option Agreement does not
provide for the grant of any Reload Options.

          5.  EXERCISE OF OPTION.  The Option shall be
exercisable during its term only in accordance with the terms and
provisions of the Plan and this Option Agreement as follows:

               (a)  RIGHT TO EXERCISE.   The Option shall become
exercisable on [exercise date].
                -------------

               (b)  METHOD OF EXERCISE.  The Optionee may
exercise the Option by providing written notice stating the
election to exercise this Option, and making such representations
and agreements as to the Optionee's investment intent with
respect to the shares underlying the Option and to be purchased
(the "Shares") as may be required by the Company hereunder or
pursuant to the provisions of the Plan.  Such written notice
shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company or such
other person as may be designated by the Company.  The written
notice shall be accompanied by payment of the exercise price by
check or such other consideration and method of payment as may be
authorized by the Board pursuant to the Plan.  The certificate(s)
for the Shares as to which the Option shall be exercised shall be
registered in the name of the Optionee and shall be legended as
may be required under applicable law.

               (c)  PARTIAL EXERCISE.  The Option may be
exercised in whole or in part.

               (d)  RESTRICTIONS ON EXERCISE.  This Option may
not be exercised if the issuance of the Shares upon such exercise
would constitute a violation of any applicable federal or state
securities laws or other laws or regulations.  As a condition to
the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be
required by or advisable under any applicable law or regulation.

          6.  NONTRANSFERABILITY OF OPTION.  This Option may not
be sold, pledged, assigned, hypothecated, gifted, transferred or
disposed of in any manner either voluntarily or involuntarily by
operation of law, other than by will or by the laws of descent or
distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Subject to the foregoing and the
terms of the Plan, the terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of
the Optionee.

          7.  CONTINUATION OF EMPLOYMENT OR ENGAGEMENT.  Neither
the Plan nor this Option shall confer upon any Optionee any right
to continue in the service of the Company or limit, in any
respect, the right of the Company to discharge the Optionee at
any time, with or without cause and with or without notice.

          8.  WITHHOLDING.  The Company reserves the right to
withhold, in accordance with any applicable laws, from any
consideration payable to Optionee any taxes required to be
withheld by federal, state or local law as a result of the grant
or exercise of this Option or the sale or other disposition of
the Shares issued upon exercise of this Option.  If the amount of
any consideration payable to the Optionee is insufficient to pay
such taxes or if no consideration is payable to the Optionee,
upon the request of the Company, the Optionee (or such other
person entitled to exercise the Option pursuant to the Plan)
shall pay to the Company an amount sufficient for the Company to
satisfy any federal, state or local tax withholding requirements
it may incur as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon the
exercise of this Option.

          
          9.  THE PLAN.  This Option is subject to, and the
Company and the Optionee agree to be bound by, all of the terms
and conditions of the Plan as such Plan may be amended from time
to time in accordance with the terms thereof, provided that no

                             A-2-2

such amendment shall deprive the Optionee, without his consent,
of this Option or any rights hereunder.  Pursuant to the Plan,
the Board or the Option Committee of the Board is authorized to
adopt rules and regulations not inconsistent with the Plan as it
shall deem appropriate and proper.  A copy of the Plan in its
present form is available for inspection during business hours by
the Optionee or the persons entitled to exercise this Option at
the Company's principal office.

          10.    ENTIRE AGREEMENT.  This Agreement, together with
the Plan and the other exhibits attached thereto or hereto,
represents the entire agreement between the parties.

          11.  GOVERNING LAW.  This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to the application
of the principles of conflicts of laws.

          12.  AMENDMENT.  Subject to the provisions of the Plan,
this Agreement may only be amended by a writing signed by each of
the parties hereto.

          13.  CONVERSION TO NON-QUALIFIED OPTION.
Notwithstanding anything to the contrary set forth herein, this
Option is being granted subject to the condition that if the Plan
is not approved by the shareholders of the Company within 365
days of the date that the Plan is adopted by the Board of
Directors of the Company, this Option shall automatically be
converted into a non-qualified stock option.

          14.  EARLY DISPOSITION OF STOCK.  Subject to the
fulfillment by Optionee of any conditions limiting the
disposition of Shares received under this Option, Optionee hereby
agrees that if Optionee disposes of any Shares received under
this Option within one (1) year after such Shares were
transferred to Optionee or two (2) years after the date as of
which this Option was granted, Optionee will notify the Company
in writing within thirty (30) days after the date of such
disposition.

                              A-2-3


          IN WITNESS WHEREOF, this Agreement has been executed by the
parties on the     day of           ,    .
              ----       ----------- ----

                              BT FINANCIAL CORPORATION


                         By:
                              --------------------------------------------

                         Title:
                                   ---------------------------------------



                              OPTIONEE

               
                              -------------------------------------------
                              Signature
                    
                              -------------------------------------------
                              Printed Name
                           
                              A-2-4

                         ACKNOWLEDGMENT
                         --------------

            The Optionee acknowledges receipt of a copy of the
BT Financial Corporation 1998 Equity Incentive Plan (the "Plan"),
a copy of which is attached hereto, and represents that Optionee
has read and is familiar with the terms and provisions thereof,
and hereby accepts this Option subject to all of the terms and
provisions thereof.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Board of Directors or the Committee upon any questions
arising under the Plan.



Date:
      -----------------------      ----------------------------------
                                   Optionee