EXHIBIT 4.3

                FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO
                   WITH RESPECT TO NON-INCENTIVE STOCK OPTIONS


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                             STOCK OPTION AGREEMENT
                             ----------------------

                         FOR NON-INCENTIVE STOCK OPTIONS
                                 PURSUANT TO THE
                                IBT BANCORP, INC.
                             2000 STOCK OPTION PLAN
                             ----------------------

                             NON-EMPLOYEE DIRECTORS

         STOCK  OPTIONS  for a total  of _____  shares  of  Common  Stock of IBT
Bancorp,  Inc.  (the  "Company")  is hereby  granted to  _________________  (the
"Optionee") at the price  determined as provided in, and in all respects subject
to the terms,  definitions  and  provisions  of the 2000 Stock  Option Plan (the
"Plan")  adopted by the  Company  which is  incorporated  by  reference  herein,
receipt of which is hereby  acknowledged.  Such Stock Options do not comply with
Options  granted  under  Section 422 of the Internal  Revenue  Code of 1986,  as
amended.

         1.       Option Price. The Option price is $_____ for each Share, being
                  ------------
100% of the fair market value,  as determined  by the  Committee,  of the Common
Stock on the date of grant of this Option.

         2.       Exercise of Option.  This  Option  shall  be  exercisable   in
                  ------------------
accordance with provisions of the Plan as follows:

                  (a)  Schedule  of  Rights to  Exercise.  The  Option  shall be
immediately  exercisable upon the date of grant.  Notwithstanding any provisions
in this  Section 2, in no event  shall this Option be  exercisable  prior to six
months  following  the  date of  grant,  except  in the  event  of the  death or
Disability of the Optionee or a Change in Control of the Company.

         Upon  termination  of service absent  Retirement,  Disability or death,
such  Options  shall  cease  to be  exercisable  on the date of  termination  of
service.  Upon Disability,  all Options shall be exercisable for a period not to
exceed one year from such date of Disability.  Upon death,  all Options shall be
exercisable by the estate for a period not to exceed two years from such date of
death.  Upon  Retirement,  all Options shall be exercisable  for a period of two
years from such date of termination of service.

                  (b) Method of Exercise.  This Option shall be exercisable by a
written notice which shall:

                             (i) State the election to exercise the Option,  the
         number of  Shares  with  respect  to which it is being  exercised,  the
         person in whose name the stock  certificate  or  certificates  for such
         Shares of Common  Stock is to be  registered,  his  address  and Social
         Security  Number (or if more than one, the names,  addresses and Social
         Security Numbers of such persons);


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                            (ii) Contain such  representations and agreements as
         to the holder's investment intent with respect to such shares of Common
         Stock as may be satisfactory to the Company's counsel;

                           (iii) Be signed by the person or persons  entitled to
         exercise the Option and, if the Option is being exercised by any person
         or  persons  other  than  the  Optionee,   be   accompanied  by  proof,
         satisfactory to counsel for the Company, of the right of such person or
         persons to exercise the Option; and

                            (iv)    Be in writing and delivered in person  or by
         certified mail to the Treasurer of the Company.

         Payment of the  purchase  price of any Shares with respect to which the
Option is being  exercised  shall be by certified or bank  cashier's or teller's
check.  The certificate or  certificates  for shares of Common Stock as to which
the Option shall be exercised  shall be  registered in the name of the person or
persons exercising the Option.

                  (c) 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 or other law or valid regulation.  As
a condition to the Optionee's  exercise of this Option,  the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

         3. Non-transferability of Option. This Option may not be transferred in
            -----------------------------
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this  Option  shall be binding  upon the  executors,  administrators,  heirs,
successors and assigns of the Optionee.

         4. Term of Option.  This Option may not be exercised more than ten (10)
            --------------
years  from the date of grant of this  Option,  as set forth  below,  and may be
exercised  during  such term only in  accordance  with the Plan and the terms of
this Option.

         5. Related Matters.   Notwithstanding anything herein  to the contrary,
            ---------------
additional  conditions or restrictions  related to such Options may be contained
in the Plan or the resolutions of the Plan Committee  authorizing  such grant of
Options.

                                                     IBT Bancorp, Inc.



Date of Grant: May 16, 2000                          By:
                                                         -----------------------
Attest:



-----------------------------

[SEAL]

                                        2

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                    NON-INCENTIVE STOCK OPTION EXERCISE FORM
                    ----------------------------------------

                                 PURSUANT TO THE
                                IBT BANCORP, INC.
                             2000 STOCK OPTION PLAN

                                                            --------------------
                                                                          (Date)

IBT Bancorp, Inc.
309 Main Street
Irwin, Pennsylvania 15642

Dear Sir:

         The undersigned  elects to exercise the  Non-Incentive  Stock Option to
purchase _____ shares of Common  Stock of IBT Bancorp,  Inc.  under and pursuant
to a Stock Option Agreement dated _____________.

         Delivered  herewith is a certified or bank  cashier's or teller's check
and/or shares of Common  Stock,  valued at the fair market value of the stock on
the date of exercise, as set forth below.

                              $                      of cash or check
                               ----------
                                                     of Common Stock
                               ----------
                              $                      Total
                               ==========

         The name or names to be on the stock  certificate or  certificates  and
the address and Social Security Number of such person(s) is as follows:

         Name
               --------------------------------
         Address
                  -----------------------------
         Social Security Number
                                ---------------

                                                     Very truly yours,



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