EXHIBIT 10.1
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                          IRWIN BANK AND TRUST COMPANY

                           DEFERRED COMPENSATION PLAN
                                       FOR
                                 BANK DIRECTORS

         1.  Purpose.  Irwin  Bank and Trust  Company,  a  Pennsylvania  banking
corporation  (herein "the Bank"),  hereby  establishes  and maintains the bank's
Deferred Compensation Plan for Directors (the "Plan"),  under which Directors of
the Bank may defer all or part of the fees payable for services rendered by them
as Directors and certain pre-retirement Death Benefits are provided.

         2. Definitions. The following definitions apply to the Plan:

                  a.  Beneficiary  means one or more  persons or other  entities
designated  by a  Director  to receive  the  benefits  provided  under this Plan
payable  by  reason  of the  Director's  death.  If a  Director  makes  no valid
designation,  or if the designated  beneficiary fails to survive the Director or
otherwise  fails to elect to receive such benefits,  the Director's  Beneficiary
shall then be the first of the following persons who survives the Director:

                           (i)      The Director's surviving spouse, if any;

                           (ii)     If there is no  surviving  spouse, then  the
Director's beneficiary shall be the Director's estate.

                           If there is a surviving spouse  but  she  should  die
prior to payment of all  benefits due  hereunder,  then the  remaining  benefits
hereunder shall be administered and distributed as part of her estate.

                           The Committee (as hereinafter defined)  will  provide
each  Director  with a  Beneficiary  Designation  Form on which the Director may
designate his  Beneficiary.  The Director may change his designated  beneficiary
hereunder by filing written notice of such change with the Committee on the form
specified.

                  b. Benefit Schedule means the Schedule, attached as Exhibit"A"
and based on guaranteed net rate of return of thirteen percent (13%, pursuant to
which is  determined  the  amount of  Deferred  Income  Benefits  to which  each
Director is entitled under this Plan.

                  c. Binder Agreement means the Agreements,  attached hereto and
composing  Exhibit "B", by which each Director's  pre-retirement  Death Benefits
are  established  and each  Director  (by  executive  of his  individual  Binder
Agreement)  acknowledges  and  agrees to  certain  terms  related  to such Death
Benefits.

                 d. Board of Directors means the Board of Directors of the Bank.




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                  e.  Committee  means the  Committee  appointed by the Board of
Directors to administer this Plan, as further  described in Section 10 and other
provisions of this Plan.

                  f.  Compensation  means  the  fees  payable  by the  Bank to a
Director for services  rendered as a Director.  "Compensation"  shall  include a
Director's  retainer fees,  regular meeting fees, and committee meeting fees. It
shall not include  any  compensation  or  benefits  received by a Director as an
employee of the Bank.

                  g.  Bank  means  the  Bank  and any  successor  by  merger  or
otherwise, as further addressed in Section 14 below.

                  h. Death Benefit  means the Annual Death Benefit  described in
Section 5 and as  individually  determined  pursuant  to the  applicable  Binder
Agreement included in Exhibit "B".

                  i.  Deferral  Period means the  forty-eight  (48)  consecutive
month period to which a  Director's  election to defer  payment of  Compensation
applies, and which commences after the Committee's receipt and acceptance of the
Director's Deferred Election Form.

                  j.  Deferred   Income  Benefit  means  the  deferred   benefit
described in Section 5 and as determined pursuant to Exhibit "A".

                  k.  Director  means a member of the Board of  Directors of the
Bank, whether or not a full-time employee of the Bank.

                  l. Plan means this Plan, the Bank's Deferred Compensation Plan
for Director's (the "Plan").

         3. Deferral Election.

                  a.  A  Director  may  defer  payment  of  part  or  all of his
Compensation  by filing a completed  Deferral  Election  Form with the Committee
before the first day of the Deferral Period to which the election is to apply. A
Director may not defer less than One Thousand  Dollars  ($1,000) of Compensation
per Deferral Year (as defined  below).  A deferral  shall apply to  Compensation
that is payable to the Director for services  rendered  after the effective date
of the Deferral  Election and after the Deferral Election Form is filed with and
accepted  by the  Committee.  A  Director  may not  elect  to defer  payment  of
Compensation  if the  Director  will  have  reached  age 70  prior  to or at the
beginning  of the  Deferral  Period,  except with the consent of the  Committee,
which consent shall not be withheld if consistent  with this Plan. The Committee
will provide Directors with Deferral Election Forms.

                  b.   A Director may not terminate his Deferral Election during
a Deferral Period without the Committee's  consent.  A termination of a Deferral
Election shall be effective on or after

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the date on which the  Committee  consents to the  termination  and shall relate
only to Compensation  payable for services  rendered after the effective date to
such termination.

                  c. A Director  must specify on his Deferral  Election Form the
date on which  payment of his  deferred  benefits  hereunder  will begin,  which
commencement  date  shall  be on  or  after  the  Director's  seventieth  (70th)
birthday, except if earlier only with the Committee's prior consent. Thereafter,
such  payment date may be changed only with the  Committee's  prior  consent and
such consent may be granted  only if a different  payment date is for reasons of
administrative  convenience.  No Director who is a member of the  Committee  may
vote on a matter regarding change in payment of his deferred benefits.

         4. Change in Form of Benefit.

                  a. The Committee may require that a Director  undergo a health
examination  as a  condition  of  accepting  the  Director's  election  to defer
Compensation.  If a Director is not able to provide the Committee  with evidence
of good health that is satisfactory to the Committee, then the Committee, in its
sole  discretion,  shall  determine  whether  (i) the  amount of the  Director's
Deferred Income Benefits shall be actuarially  adjusted to take into account the
condition of the Director's  health,  or (ii) the Director's  Deferral  Election
will not be accepted.

                  b. If, during a Deferral Period, for any reason other than his
death, a participating director in the Plan (i) ceases to be a Director, or (ii)
terminates  his title to receive a Deferred  Income  Benefit with respect to his
Compensation  previously  deferred  during  the  Deferral  Period  in which  the
foregoing  event  occurs,  (except that if a director is not  re-elected  to the
Board but  continues to contribute  the  equivalent  of the  Compensation,  with
Committee  approval  and in its  sole  discretion,  he  may  be  continued  as a
participant  without a change of form of  benefit  as herein  provided).  If the
above  events  occur  and  no  exception  is  made,  then  the  Director's  sole
entitlement  for the Deferral Period shall be to receive a Deferred Cash Benefit
equal to the  amount of  Compensation  that was  deferred  during  the  Deferral
Period, plus interest, as if the Compensation had been credited when earned to a
book  account.  The interest  rate applied to each bok account shall be equal to
the rate that would have been  payable had the average  balance  credited to the
book account  during the preceding  calendar  quarter been invested on the first
day of the quarter in a 6 month  certificate  of deposit of Irwin Bank and Trust
Company  (or  such  other  bank  as the  Committee  may  determine),  issued  in
denominations of $10,000.  A Director's  Deferred Cash Benefit shall be equal to
the amount credited to his book account.

         5. Deferred Income Benefits, Death Benefits and Distributions.

                  a. Except as  otherwise  provided in Section 4, a Director who
has elected to defer Compensation shall be entitled to a Deferred Income Benefit
and/or a  pre-retirement  Death  Benefit,  based  on the  Benefit  Schedule  and
applicable Binder Agreement attached as Exhibits "A" and "B" hereto.


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                  b.  A  Deferral  Period  is a  forty-eight  consecutive  month
period, or four periods of twelve  consecutive months (each such period shall be
known as a  "Deferral  Year").  If the  amount  of  Compensation  deferred  by a
Director  during the second,  third, or fourth Deferral Years exceeds or is less
than the amount of  Compensation  deferred  during the first Deferral Year, then
the Deferred Income Benefit to which the Director shall be entitled with respect
to the Deferral Period shall be actuarially increased or decreased accordingly.

                  c. A Director  shall be  entitled  to  receive  the sum of his
Deferred Income  Benefits,  determined  separately with respect to each Deferral
Period, beginning on the date specified by the Director in his Deferral Election
form for such Deferral Period.  If payment begins on a date other than the later
of (i) the Director's seventieth (70th) birthday, or (ii) upon the expiration of
the  Deferral  Period (in the case of a Deferral  Period which will expire after
the Director  attains  seventy (70) years of age),  the amount of the Director's
Deferred  Income Benefit will remain the amount which would have been payable at
the later of the above two dates.  The Deferred Income Benefits shall be paid in
ten  (10)  equal  annual  installments,   unless  the  Committee,  in  its  sole
discretion,  determines another form of payment which is actuarially  equivalent
to such ten-year payment.

                  d. If a Director who has elected to receive a Deferred  Income
Benefit dies other than by suicide prior to his  retirement  age as set forth in
his  applicable  Binder  Agreement  included  in  Exhibit  "B" hereto and before
payment of his Deferred Income Benefit has begun, in lieu of his Deferred Income
Benefit hereunder,  his Beneficiary shall receive an Annual Death Benefit as set
forth in the Binder Agreement.  The applicable Death Benefit shall be payable in
equal  annual  installments,  unless  the  Committee,  in its  sole  discretion,
determines  another  form of  payment  that is  actuarially  equivalent  to such
ten-year payment.  The Annual Payments for individual  Directors shall be as set
forth in the Binder Agreements.  The total Death Benefits payable shall be equal
to ten (10) years of Annual  Payments or Annual  Payments  until the  Director's
Retirement  Age,  whichever  results in the greater total Death Benefit,  except
that if the  accumulation  of principal and interest on the Director's  Deferred
Income Benefit  exceeds the Death Benefit  payable under the above  formula,  as
applied to the factors applicable to an individual  Director as set forth in his
Binder  Agreement,  then his  Beneficiary  shall  receive an amount equal to the
Total Retirement  Benefit in equal annual  installments in lieu of the otherwise
applicable Death Benefit.

                  e. If a Director dies upon or after  attaining his  retirement
age,  his  Deferred  Income  Benefits  per  Exhibit  "A"  shall  be  paid to his
Beneficiary  in the manner  heretofore  provided  in lieu of any Death  Benefits
hereunder.  Where such death occurs after payment of his Deferred Income Benefit
has  begun,  regardless  of the  Director's  age at the time of such  death  the
remaining  installments  of his  Deferred  Income  Benefit  will  be paid to his
Beneficiary,  per Exhibit "A", in lieu of any Death Benefits, for the balance of
the ten year  period (or such other  period as was fixed by the  Committee  when
payments began).

         6. Natures of Bank's Obligation.  The Bank's obligation under the  Plan
shall be in the nature of an unfunded  and  unsecured  promise to pay.  The Bank
shall not be obligated under any circumstances to fund its financial  obligation
sunder the Plan. The Bank may purchase a policy or

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policies  of  insurance  on the  lives  of  Directors  and  will  be the  owner,
beneficiary  and premium payer of any such insurance  policies,  and neither the
Director nor his Beneficiary(s) shall have any ownership rights in such policies
or any proceeds thereof.  Such policies are not earmarked for the payment of any
benefits under this  Agreement,  provided,  however,  that the Bank shall not be
required to pay any death  benefits if a denial of  insurance  proceeds is based
upon suicide or pre- existing  health  conditions  not  accurately or completely
revealed by the  Director.  Any other  assets which the Bank may acquire to help
cover its financial  obligations  also are and remain general assets of the Bank
subject to the  claims of its  creditors.  The Bank does not give,  nor does the
Plan or the Director (or his  Beneficiary)  receive,  any  beneficial  ownership
interest in any asset of the Bank.  All rights of  ownership  in any such assets
are and remain in the Bank.

         7.  Unsecured  Promise.  The rights of the Director and any  designated
Beneficiary(ies)  of the  Director,  or any other  person  claiming  through the
Director under the Plan, shall be solely those of an unsecured  general creditor
of the Bank. The Director,  or the designated  Beneficiary(ies) of the Director,
shall have the right to receive  those  payments  specified  under the Plan only
from the Bank,  and has no right to look to any  general  or  specific  asset or
assets of the Bank, or any specific or special property  separate from the Bank,
to satisfy a claim for benefit payments.

         The Director agrees that he, his designated  Beneficiary,  or any other
person  claiming  through  the  Director  shall  have no  rights  or  beneficial
ownership interests whatsoever in any general assets the Bank may acquire or use
to help support its financial obligations under the Plan.

         Any such general assets used or acquired by the Bank in connection with
the  liabilities  it has  assumed  under the Plan shall not be deemed to be held
under any trust for the benefit of the Director or his  designated  Beneficiary,
nor shall any such general assets be considered  security for the performance of
the  obligations  of the Bank.  Any such asset or assets shall  remain  general,
unpledged, and unrestricted assets of the Bank.

         The Director also understands and agrees that his  participation in the
acquisition  of any such  general  asset  for the Bank  shall not  constitute  a
representation  to the  Director,  his  designated  Beneficiary,  or any  person
claiming  through  or under the  Director,  that any of them has a  specific  or
beneficial interest in such general asset or assets.

         8. Independence of Benefits.  The Benefits payable under the Plan shall
be  independent  of, and in  addition  to, any other  benefits  or  compensation
payable under any other  agreements  that now exist or may hereafter  exist from
time to time  between the Bank and the  Director.  This  Agreement  shall not be
deemed to constitute a contract of employment  between the parties  hereto,  nor
shall  any  provision  hereof  restrict  the  right of the Bank to  dismiss  the
Director,  with or without  cause,  nor  restrict  the right of the  Director to
terminate  services  with the Bank,  nor  restrict  the  rights  of an  employee
Director or the Bank in any way with respect to the employment relationship.

         9. Nonassignable Rights. Neither the Director nor his Beneficiary shall
have the right to commute, sell, assign, transfer, or otherwise convey the right
to receive any payments hereunder,

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which  payments  and the rights  thereto  hereby are  expressly  declared  to be
nonassignable and nontransferable.

         10.  Committee.  The Board of  Directors  shall  appoint a Committee to
administer  the  Plan.  The  members  of the  Committee  may,  but  need not be,
Directors.  The Committee  shall  establish the forms and  procedures by which a
Director may make Deferral  Elections  under this Plan, and the Committee  shall
have the complete authority and discretion to administer and interpret the Plan.
The Committee shall exercise its discretion  according to its  determination  of
what is in the best  interests of both the Bank and the  Directors.  No Director
shall have any power to direct how the Committee  shall exercise its discretion.
All decisions of the Committee  concerning the administration and interpretation
of this Plan shall be final, conclusive, and binding.

         11.      Claims Procedure.

                  a. Benefits shall be paid in accordance with the provisions of
this Plan. The Employee, or a designated recipient, or any other person claiming
through the Employee  (hereinafter  collectively  referred to as the "Claimant")
shall make a written  request for the benefits  provided  under this Plan.  This
written claim shall be mailed or delivered to the Named  Fiduciary  specified in
Section 12 below.

                  b. If a claim is denied, either wholly or partially, notice of
the decision  shall be mailed to the Claimant  within a reasonable  time period.
This time period  shall not exceed 90 days after the receipt of the claim by the
Named Fiduciary.

                  c. The Named  Fiduciary  shall provide written notice to every
Claimant  who is denied a claim for benefits  under this Plan.  The notice shall
set forth the following information:

                         (1) the specific reasons for the denial;

                         (2) the specific reference to pertinent Plan provisions
on which the denial is based on;

                         (3)  a  description  of  any  additional   material  or
information  necessary for the Claimant to perfect the claim and an  explanation
of why such material or information is necessary; and

                         (4)  appropriate  information  and  explanation  of the
claims  procedure  under  this Plan so as to permit the  Claimant  to submit his
claim for review.

                  d. The  claims  procedure  under  this  Plan  shall  allow the
Claimant  a  reasonable  opportunity  to appeal a denial of claim and to receive
fair review of that decision by the Named Fiduciary, as follows:


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                            (1) The Claimant  shall exercise his right of appeal
by  submitting  a written  request for a review of the denied claim to the Named
Fiduciary.  This  written  request  for review  must be  submitted  to the Named
Fiduciary  not less than 60 days after  receipt by the  Claimant  of the written
notice of denial.

                            (2) The  Claimant  shall have the  following  rights
under this appeal procedure:

                                    (i)  to  request  a  review   upon   written
application to the Named Fiduciary;

                                    (ii) to review any other pertinent documents
respecting the Plan;

                                    (iii)  to  submit  issues  and  comments  in
writing;

                                    (iv) to request an extension of time to make
a written submission
of issues and comments; and

                                    (v) to  request  that a  hearing  be held to
consider Claimant's appeal.

                           e.     The decision on the review of the denied claim
shall promptly be made by the Named Fiduciary.

                                    (1) not more than 60 days after the  receipt
of the request for review if no hearing is held; or

                                    (2) not more than 120 days after the receipt
of the request for review, if an extension of time is necessary in order to hold
a hearing.

                                             (i)  If an  extension  of  time  is
necessary  in  order to hold a  hearing,  the  Named  Fiduciary  shall  give the
Claimant written notice of the extension of time and of the hearing. This notice
shall be given prior to any extension.

                                             (ii)   The   written    notice   of
extension shall indicate that an extension of time will occur in order to hold a
hearing on Claimant's appeal. The notice also shall specify the place, date, and
time of that  hearing  and the  Claimant's  opportunity  to  participate  in the
hearing.  It also may include any other information the Named Fiduciary believes
relevant to the Claimant's appeal.

                            f. The  decision to hold a hearing to  consider  the
Claimant's appeal of the denied claim shall be within the sole discretion of the
Named Fiduciary, whether or not the Claimant requests such a hearing.


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                            g. The Named Fiduciary's decision to review shall be
made in writing and provided to the Claimant  within the specified  time periods
in Section  11-d  above.  This  written  decision  on review  shall  contain the
following information:

                                    (1)    the decision;

                                    (2)    the reasons for the decision; and

                                    (3)    specific references to the provisions
of the Plan on which the decision is based.

                  12.      Named Fiduciary.  The Bank is the "Named Fiduciary"
(as herein referenced) under this Plan.

                  13.  Amendment and  Termination.  The Board of Directors shall
have the right, in its sole discretion, to modify this Plan from time to tome or
to terminate the Plan entirely;  provided, however, that no such modification or
termination of the Plan shall divest any Director or his Beneficiary of benefits
hereunder to which the Director is entitled as of the date of such  modification
or  termination.  If at any time the  Federal  income tax laws as applied to the
Plan make the income tax treatment of the Deferred  Income Benefits and/or Death
Benefits  substantially  less  favorable  to the Bank and/or a Director  that is
contemplated  at the time  this  Plan is  established,  then a  majority  of the
members of the Board of Directors may, in their sole  discretion,  terminate the
Plan or direct the Committee to adjust the benefits  accordingly,  provided that
in no  event  shall  the  total  benefits  received  by a  Director  and/or  his
Beneficiary  be less than the amount  that would have bee paid had the  Director
been entitled to receive, with respect to his deferred Compensation,  a Deferred
Cash Benefit in lieu of a Deferred  Income Benefit  and/or a Death Benefit.  The
Committee may adjust  Deferred  Income  Benefits  and/or death Benefits  payable
pursuant to the  authority  granted  herein.  If the Plan is  terminated,  or if
benefits are  adjusted  pursuant to this Plan,  the  Committee  may  authorize a
Director's  deferred benefits  hereunder to be paid before the date specified on
the Director's Deferral Election Form.

         14.  Successor  Obligations.  This Agreement  shall be binding upon and
inure to the benefit of the Bank, its  successors and assigns,  and the Director
and his heirs,  executors,  administrators and legal  representatives.  The Bank
shall not merge or consolidate with any bank or other third party ("entity"), or
reorganize,  unless and until such  succeeding  or  continuing  entity agrees to
assume and discharge the obligations of the Bank under this Agreement.

         15.      Effective Date.  This Plan shall be effective as of January 1,
1986.

         16.      Construction.  This Plan is created, adopted,  and  maintained
pursuant to and in accordance with the laws of the Commonwealth of Pennsylvania,
except to the extent that those laws are superseded by, or in conflict with, the
laws of the United  States of America.  The headings  and captions  appearing in
this document are only for convenience and are not intended to have

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substantive  meaning. If a provision of this Plan is at any time determined by a
court of law having  jurisdiction  to be  unenforceable,  such  unenforceability
shall not affect any other provision of the Plan.


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