EXHIBIT 10.2
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                                    AGREEMENT
                                    ---------

         Agreement made this 16 day of December 1998, between IRWIN BANK & TRUST
CO. with its  principal  office in Irwin,  Pennsylvania  ("Irwin"),  and J. CURT
GARDNER, an individual of Westmoreland County, Pennsylvania ("Gardner").

                                    PREAMBLE

         Gardner  has been  employed  by Irwin  for 36 years.  Gardner  has most
recently served as president of Irwin. Gardner has announced his retirement, and
Irwin has accepted  same  effective  December 31, 1998.  Therefore,  the parties
hereto, intending to be legally bound hereby, agree as follows:

                                    AGREEMENT

         1.       GARDNER's RETIREMENT.
                  --------------------

                  The employment  relationship  between  Gardner and Irwin shall
terminate  and be of no  further  force or  effect  on  December  31,  1998 with
Gardner's retirement from Irwin. Thereafter, Gardner will cease accruing time or
credit  (vesting  or  otherwise)  with  respect  to any  type of  Irwin  related
retirement plan.

         2.       FUTURE PAYMENTS.
                  ---------------

                  Irwin  will pay  Gardner  the  total  sum of  $100,000.  These
payments will be paid on a monthly basis  commencing  with the effective date of
this Agreement with the first $2,000.00  payment due December 31, 1998 or within
ten (10) days thereafter and shall continue  uninterrupted for a period of fifty
(50) consecutive  months.  Irwin will withhold  appropriate  federal,  state and
local income taxes from these payments.

         3.       MEDICAL INSURANCE COVERAGE.
                  --------------------------

                  Irwin will  provide  Gardner  and his wife with  hospital  and
major medical  insurance  coverage in accordance with the terms of such plans in
effect as of the  execution  date of this  Agreement.  Irwin shall  provide this
coverage until Gardner and his spouse attain age 65.

         4.       EXPENSES.
                  --------

                  Irwin shall pay or  reimburse  Gardner or cause  Gardner to be
paid or reimbursed,  upon presentment of suitable  vouchers,  for all reasonable
business and travel expenses which may be incurred or paid by Gardner  hereunder
so long as Gardner has obtained  prior  approval from the president of Irwin for
said expenses.  Gardner shall comply with such  restrictions and shall keep such
records as Irwin may deem  necessary  to meet the  requirements  of the Internal
Revenue Code and regulations promulgated thereunder.



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         5.       DIRECTORSHIPS.
                  -------------

                  (a)      Gardner agrees to continue to serve as a director  of
Irwin for as long as Gardner is permitted under Irwin's by-Laws.

                  (b) Gardner  agrees to serve and/or to accept  election and to
serve  as a  director  of IBT  Bancorp,  Inc.  ("IBTBI")  for so  long  as he is
permitted  under the  By-Laws  of  IBTBI,  if  elected  by the  shareholders  or
directors of IBTBI.

                  (c) As  compensation  for  services  rendered  by Gardner as a
director  of Irwin  or  IBTBI,  Gardner  shall  be paid in  accordance  with the
director compensation schedule in effect at those institutions.

                  (d) During  the term of this  Agreement,  Irwin  will  provide
Gardner  with an office  which  shall be in the third  floor  office of  Irwin's
offices in Irwin, Pennsylvania.

         6.       GARDNER'S DEATH.
                  ---------------

                  In the event  Gardner dies during the term of this  Agreement,
Irwin shall  continue to pay the balance of the payments due him as set forth in
2 to this wife, if living, otherwise to his estate, as well as continuing to pay
the hospital and major medical  insurance  coverage for Gardner's wife until she
attains age 65.

         7.       AMENDMENT OR ALTERATION.
                  -----------------------

                  No amendment  or  altercation  of the terms of this  Agreement
shall be valid unless made in writing and signed by both of the parties hereto.

         8.       GOVERNING LAW.
                  -------------

                  This   Agreement   shall  be  governed  by  the  laws  of  the
Commonwealth of  Pennsylvania  applicable to agreements made and to be performed
therein.

         9.       SEVERITY.
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                  The holding of any  provision of this  Agreement to be invalid
or unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect.

         10.      NOTICES.
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                  Any notices  required or permitted to be given hereunder shall
be  sufficient  if in writing,  and if delivered by hand or courier,  or sent by
certified mail,  return receipt  requested,  to the addresses set forth below or
such other  addresses as either party may from time to time designate in writing
to the other, and shall be deemed given as of the date of the delivery or at the


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expiration of three days in the event of a mailing.

                  Irwin Bank & Trust                 J. Curt Gardner
                  309 main Street                    631 Turnpike Road
                  Irwin, PA 15642                    North Huntingdon, PA 15642

         11.      WAIVER OR BREACH.
                  ----------------

                  It is agreed that a waiver by either  party of a breach of any
provision of this Agreement shall not operate,  or be construed,  as a waiver of
any subsequent breach by that same party.

         12.      ENTIRE AGREEMENT AND BINDING EFFECT.
                  -----------------------------------

                  This  Agreement  contains the entire  agreement of the parties
with respect to the subject matter hereof, supersedes all prior agreements, both
written and oral, between the parties with respect to the subject matter hereof,
and shall be binding  upon and inure to the  benefit or the  parties  hereto and
their  respective legal  representatives,  heirs,  distributors,  successors and
assigns.

         13.      FURTHER ASSURANCES.
                  ------------------

                  The  parties  agree to execute  and  deliver  all such  future
documents,  agreements and instruments and take such other and further action as
may be  necessary  or  appropriate  to carry out the purposes and intent of this
Agreement.

         14.      HEADINGS.
                  --------

                  The Section  headings  appearing in this Agreement are for the
purposes of each  reference and shall not be considered a part of this Agreement
or in any way modify, demand or affect its provisions.