EXHIBIT 10.4
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                          IRWIN BANK AND TRUST COMPANY

                          RETIREMENT AND DEATH BENEFIT
                           DEFERRED COMPENSATION PLAN
                                       FOR
                                 BANK DIRECTORS


         1. Purpose.  The Irwin Bank and Trust Company,  a Pennsylvania  banking
corporation  (hereinafter  referred to as the "Bank"),  hereby  establishes  the
Bank's  Retirement and Death Benefit  Deferred  Compensation  Plan  (hereinafter
referred  to  as  the  "Plan")  for  the  members  of  its  Board  of  Directors
(hereinafter  referred to collectively as the "Directors" and  individually as a
"Director"),  under  which (i) the  Directors  may defer a portion or all of the
fees  payable  to them for  services  rendered  by them as  Directors,  and (ii)
certain pre-retirement Death Benefits are provided. A Director may, but need not
be, a full-time employee of the Bank to participate in this Plan.

         2. Definitions.

                  A. Beneficiary: One or more individuals or 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(s)  fails to survive  the  Director of fails to elect to
receive such benefits, then the Director's Beneficiary shall be:

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

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

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

         The Committee (as hereinafter defined) shall provide each Director with
a  Beneficiary  Designation  Form  on  which  the  Director  may  designate  his
Beneficiary(s).  The Director may change his Designated Beneficiary(s) by filing
written notice of such change with the Committee on the form specified therefor.

                  B. Benefit-Schedule:  The Schedule, attached hereto as Exhibit
"A" and  based on a  guaranteed  net rate of return  of  eleven  percent  (11%),
pursuant  to which is  determined  the  Deferred  Income  Benefits to which each
Director is entitled under this Plan.

                  C.     Board of Directors: The Board of Directors of the Bank.

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                  D.  Committee:   The  committee  appointed  by  the  Board  of
Directors to administer this Plan, as further  described in Section 11 and other
provisions of this Plan.

                  E.  Compensation:  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.

                  F. Bank: The Irwin Bank and Trust Company and any successor by
merger, consolidation or otherwise.

                  G.  Death  Benefit:  The Annual  Death  Benefit  described  in
Section  6  of  this  Plan  and  as  individually  determined  pursuant  to  the
Preliminary Agreements attached hereto as Exhibit "B".

                  H.  Deferral  Election.  The  election  by a Director to Defer
Compensation  under  this  Plan,  which  election  my be made only on a Deferral
Election Form provided by the Committee, as provided in Section 4 hereof.

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

                  J.  Deferral  Year:  Each of the four (4)  consecutive  twelve
(12)-month periods during the Deferral Period.

                  K. Deferred Income Benefit:  The deferred benefit described in
Section 6 of this  Plan and as  determined  pursuant  to the  Schedule  attached
hereto as Exhibit "A".

                  L. Preliminary Agreement:  The Agreements,  attached hereto as
Exhibit  "B",  by  which  each  Director's   preretirement  Death  Benefits  are
established  and each  Director  (by  execution  of his  individual  Preliminary
Agreement)  acknowledges  and  agrees to  certain  terms  related  to such Death
Benefits.

                  M. Retirement Age. Seventy (70) years of age.

         3. Director's Participation in Plan. A DIRECTOR MAY PARTICIPATE IN THIS
PLAN  IF  AND  ONLY  IF  HE  EXECUTES  THE   "ACKNOWLEDGMENT  AND  AGREEMENT  TO
PARTICIPATE" ON THE LAST PAGE HEREOF.  UNLESS AND UNTIL A DIRECTOR  EXECUTES THE
SAID  "ACKNOWLEDGMENT AND AGREEMENT TO PARTICIPATE," THE EXECUTION BY A DIRECTOR
OF ANY "PRELIMINARY  AGREEMENT,"  "INTERIM DIRECTOR FEES DEFERRAL  AGREEMENT" OR
ANY OTHER DOCUMENT SHALL NOT GIVE SUCH DIRECTOR ANY RIGHTS UNDER THIS PLAN.

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         4. Deferral Election.

                  A. Election.  A Director may elect to 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  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.

                  B.  Deferral  Election  Forms.  The  Committee  shall  provide
Deferral  Election  Forms  for use by the  Directors  in making  their  deferral
elections  under this Plan. THE COMMITTEE  SHALL NOT ACCEPT ANY OTHER FORM FOR A
DIRECTOR'S ELECTION TO DEFER COMPENSATION UNDER THIS PLAN.

                  C. Acceptance by Committee.  A Director's  completed  Deferral
Election  Form shall be deemed to have been accepted by the Committee if, within
sixty (60) days after the date on which the Committee receives it, the Committee
does not notify the Director,  in writing,  that the Deferral  Election Form has
not been accepted.

                  D. Retirement Age Exception. A Director may not elect to defer
payment of Compensation  if the Director will have attained  Retirement Age (the
age of seventy (70) years) 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.

                  E. Benefit  Commencement  Date. 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,  unless  the  Committee  consents,  in
writing, to an earlier commencement date.  Thereafter,  such payment date may be
changed only with the Committee's  prior written consent.  Such consent shall be
granted  only if a  different  commencement  date is  permitted  for  reasons of
administrative  convenience.  No Director who is a member of the Committee shall
vote on a matter regarding a change in the commencement  date for payment of his
deferred benefits.

                  F.  Termination  of  Deferral  Election.  A  Director  may not
terminate his Deferral Election during a Deferral Period without the Committee's
consent.  A termination of a Deferral Committee consents to the termination of a
Deferral  Committee  consents  to the  termination  and  shall  relate  only  to
Compensation  payable for services  rendered  after the  effective  date of such
termination.

         5. Change in Form of Benefit.

                  A. Medical  Examination.  The Committee may require a Director
to undergo a medical  examination  as a condition  of accepting  the  Director's
election to defer

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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 Benefit shall be actuarially  adjusted to take into account the
condition of the Director's  health,  or (ii) the Director's  Deferral  Election
will or will not be accepted.

                  B.  Cessation  of  Directorship  or  Termination  of  Deferral
Election.  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 Deferral  Election with the consent of the  Committee,  then the
Director shall not be entitled to receive a Deferred income Benefit with respect
to his  Compensation  previously  deferred  during the Deferral  period in which
either of the two (2) aforesaid  events occurs.  Instead,  the  Director's  sole
entitlement  for the Deferral Period shall be to receive a Deferred Cash Benefit
which shall be an amount equal to the amount of  Compensation  that was deferred
during the Deferral  period,  plus interest,  as if that  Compensation  had been
credited when earned to a bank  account.  The interest rate applied to each book
account shall be equal to the rate that would have been payable had t he average
balance credited to the book account during the preceding  calendar quarter been
invested  on the first day of the  quarter  in a six  (6)-month  certificate  of
deposit of Irwin Bank and Trust Company,  issued in denominations of $10,000 (or
such other interest rate as the Committee may determine).  A Director's Deferred
Cash Benefit shall be equal to the amount credited to his book account.

         6. Deferred Income Benefits; Death Benefits Distributions.

                  A. In General.  Except as  otherwise  provided in Section 5 of
this Plan, a Director who has elected to defer Compensation shall be entitled to
a Deferred Income Benefit and/or a  pre-retirement  Death Benefit based upon the
applicable Benefit Schedules attached as Exhibits "A" and "B" hereto.

                  B. Change Deferred.  If the amount of Compensation deferred by
a Director during the second,  third, or fourth Deferral Year 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. Deferred  Income  Benefit.  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 after the later of (i) the Director's  seventieth  (70th)  birthday or (ii)
the  expiration of the Deferral  Period (in the case of a Deferral  Period which
will expire after the Director  attains  Retirement Age), then the amount of the
Director's  Deferred Income Benefit will remain the amount which would have been
payable  at the  later  of the two (2)  aforesaid  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

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which is actuarially equivalent to such ten (10) year payment.

                  D. Pre-Retirement Death Benefit. If a Director who has elected
to receive a Deferred Income Benefit dies prior to attaining  Retirement Age, as
set forth in his Preliminary  Agreement included in Exhibit "B" attached hereto,
and before payment of his Deferred Income Benefit has commenced, then in lieu of
such Director's Deferred Income Benefit hereunder, his Beneficiary shall receive
an  Annual  Death  Benefit  as set  forth  in  the  Preliminary  Agreement.  The
applicable Death Benefit shall be payable in equal annual  installments,  unless
the  Committee,  in its sole  discretion,  determines  that it should be paid in
another  form of payment  that is  actuarially  equivalent  to such ten (l0)year
payment.  The  Annual  Payment  for each  Director  shall be as set forth in his
aforesaid Preliminary Agreement.  The Total Death Benefits payable, as set forth
in the  aforesaid  Preliminary  Agreement,  shall be equal to ten (10)  years of
Annual Payments, as set forth in the aforesaid Preliminary Agreement,  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
with respect to the Director's Deferred Income Benefit exceeds the Death Benefit
payable under the above  formula,  as applied to the factors  applicable to such
Director  as  set  forth  in  his  aforesaid  Preliminary  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.  Post-Retirement  Benefit in Event of Death.  If a Director
dies upon or after  attaining  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.  If such death occurs after payment of
his Deferred Income Benefit has begun,  then regardless of the Director's age at
the time of such  death,  the  remaining  installments  of his  Deferred  Income
Benefit shall be paid to his Beneficiary,  per Exhibit "A", in lieu of any Death
Benefits,  for the balance of the ten (10) year period (or such other  period as
was fixed by the Committee when payments began).

         7. Nature 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 obligations
under the Plan.  The Bank may  purchase a policy or 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 satisfy 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.

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         8.  Unsecured  Promise.  The rights of the Director and any  designated
Beneficiary(ies)  of the  Director,  or any other  person  claiming  through the
Director under this 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 interest whatsoever in any general assets that the Bank may acquire or
use to assist it in satisfying 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(ies),  nor shall any such general assets be considered  security for
the  performance  of any  obligation of the Bank. Any such asset or assets shall
remain a general, unpledged and unrestricted asset(s) of the Bank.

         The Director's  participation,  if any, 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.

         9. 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  agreement(s)  that now or hereafter may 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 his services
with the Bank,  nor-restrict  the rights of an employee  Director or the Bank in
any way with respect to the employment relationship.

         10.  Nonassignable  Rights.  Except as expressly provided in this Plan,
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,  which payments and the rights thereto hereby are expressly  declared
to be nonassignable and nontransferable.

         11.  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

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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.

         12. Claims Procedure.

                  A. Benefits shall be paid in accordance with the provisions of
this Plan. The Director,  Beneficiary or any other person  claiming  through the
Director  (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  identified  in Section 13,
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  ninety  (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 upon which the denial is based;

                           (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:

                           (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 sixty (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:

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                                    (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 his appeal.

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

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

                           (2)      not more than one hundred twenty (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.

                                    (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.

                  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  12(D),  above.  This  written  decision  on review  shall  contain  the
following information:

                           (1)      the decision;

                           (2)      the reasons for the decision; and

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

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

         14.  Amendment and  Termination.  The Board of Directors shall have the
right,  in its sole  discretion,  to  modify  this  Plan from time to time 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
to which the  Director  or such  Beneficiary  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  than 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 been paid had the
Director been entitled to receive, with respect to his deferred Compensation,  a
Deferred  Cash Benefit (as  described in Section 5(B) of this Plan) 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.

         15. Binding  Effect.  This Agreement shall be binding upon and inure to
the benefit of the Bank, its  successors  and assigns,  and the Director and his
heirs and personal representatives.

         16. Successor Obligations. 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.

         17. Severability. If any provision of this Plan is construed by a court
or  other  tribunal  of  competent  jurisdiction  to  be  invalid,   illegal  or
unenforceable,  then the  remaining  provisions  hereof  shall  not be  affected
thereby and shall be enforceable without regard thereto.

         18. Headings.  The headings and captions appearing in this document are
only for convenience only and are not intended to have substantive meaning.

         19.  Controlling  Law. This Plan is made under,  adopted and maintained
pursuant to and in accordance with the laws of the  Commonwealth of Pennsylvania
applicable to agreements made and to be performed solely therein,  except to the
extent that those laws are superseded by or are in conflict with the laws of the
United States of America.


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         20. Number and Gender. Regardless of the number and gender specifically
used,  words used  herein  shall be deemed and  construed  to include  any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context requires.

         21.  Entire Plan.  This  document  and the  documents  and  instruments
executed  pursuant hereto constitute the entire plan with respect to the subject
matter  hereof  and  supersede  all prior  and  contemporaneous  agreements  and
understandings,  express  or  implied,  oral or  written,  with  respect to such
subject matter.

         22.  Effective  Date. This Plan shall be effective as of the IST day of
January, 1990.

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