EXHIBIT 4.2

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


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

                  FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
                          OF THE INTERNAL REVENUE CODE
                                 PURSUANT TO THE
                                IBT BANCORP, INC.
                             2000 STOCK OPTION PLAN
                             ----------------------

                           FOR OFFICERS AND EMPLOYEES

         STOCK  OPTIONS  for a total of  _______  shares of Common  Stock of IBT
Bancorp,  Inc.  (the  "Company"),  which  Option is  intended  to  qualify as an
Incentive  Stock Option under Section 422 of the Internal  Revenue Code of 1986,
as amended,  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.

         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. Exercises of Option.  This Option shall be exercisable in accordance
            -------------------
with  provisions of the Plan,  provided the holder of such Option is an employee
or director of the Company as of such date, as follows:

                  (a)      Schedule of Rights to Exercise.

                                                                 Percentage of
                                                                 Total Shares
                                                                 Awarded Which
                                                                Are Exercisable/
              Date                         Options              Non-forfeitable
              ----                         -------              ---------------

Upon grant.............................       0                           0%
As of May 16, 2001.....................     _____                    33 1/3%
As of May 16, 2002.....................     _____                    66 2/3%
As of May 16, 2003.....................     _____                       100%

         Notwithstanding the foregoing,  in the event that the fair market value
of the Common Stock subject to such grant to the Optionee exceeds $100,000,  the
amount in excess of $100,000 shall not be considered  exercisable until the next
calendar year following such date of grant, or the calendar year thereafter,  as
may be  required.  To the extent that such  Options may not qualify as Incentive
Stock Options and be first exercisable within three installments,  the remainder
of  such  Options  shall  be  deemed   non-Incentive  Stock  Options  and  shall
nevertheless become first exercisable over such three installment periods.


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         Options  awarded to the Optionee shall continue to vest annually during
such  period  that he serves as an  employee or director of the Company or Irwin
Bank & Trust  Company.  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.  Options shall be 100% vested and  exercisable
upon the death,  Disability,  or Retirement of the Optionee, or upon 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
employment. Upon Disability, all Options shall be deemed immediately exercisable
for a period not to exceed one year from such date of  Disability.  Upon  death,
all Options shall be  immediately  exercisable by the estate for a period not to
exceed two years from such date of death.  Upon  Retirement (age 55 and not less
than 15 years of service),  all Options shall be immediately  exercisable  for a
period of two years from such date of termination of employment.

                  (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);

                            (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.


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                  (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]











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                      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 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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