IBT BANCORP, INC.
                                     BY-LAWS

                                    02-18-03



<PAGE>

                                    INDEX TO
                                    BYLAWS OF
                                IBT BANCORP, INC.

<TABLE>
<CAPTION>
<S>           <C>
ARTICLE I                          MEETINGS OF SHARHOLDERS

                  Section 101                    Place of Meetings
                  Section 102                    Annual Meetings
                  Section 103                    Special Meetings
                  Section 104                    Conduct of Shareholders' Meetings

ARTICLE II                         DIRECTORS AND BOARD MEETINGS

                  Section 201                    Management by Board of Directors
                  Section 202                    Nomination of Directors
                  Section 203                    Directors Must be Shareholders
                  Section 204                    Eligibility and Mandatory Retirement
                  Section 205                    Number of Directors and Vacancies
                  Section 206                    Compensation of Directors
                  Section 207                    Regular Meetings
                  Section 208                    Special Meetings
                  Section 209                    Reports and Records

ARTICLE III                        COMMITTEES

                  Section 301                    Committees
                  Section 302                    Executive Committee
                  Section 303                    Appointment of Committee Members

ARTICLE IV                         OFFICERS

                  Section 401                    Officers
                  Section 402                    Chairman of the Board
                  Section 402.1                  Chief Executive Officer
                  Section 403                    President
                  Section 404                    Vice Presidents
                  Section 405                    Secretary
                  Section 406                    Treasurer
                  Section 407                    Assistant Officers
                  Section 408                    Compensation
                  Section 409                    General Powers
                  Section 410                    Mandatory Retirement

ARTIVLE V                          INDEMNIFICATION

                  Section 501                    Mandatory Indemnification Optional
                  Section 502                    Indemnification

ARTICLE VI                         SHARES OF CAPITAL STOCK

                  Section 601                    Authority to Sign Share Certificates
                  Section 602                    Lost or Destroyed Certificates

<PAGE>

ARTICLE VII                        GENERAL

                  Section 701                    Fiscal Year
                  Section 702                    Record Date
                  Section 703                    Absentee Participation in Meetings
                  Section 704                    Emergency Bylaws
                  Section 705                    Severability

ARTICLE VIII                       AMENDMENT OR REPEAL

                  Section 801                    Amendment or Repeal by the Board of Directors
                  Section 802                    Recording Amendments and Repeals

ARTICLE IX                         APPROVAL OF AMENDED BYLAWS AND RECORD OF
                                                 AMENDMENTS AND REPEALS

                  Section 901                    Approval and Effective Date
                  Section 902                    Amendments or Repeals

</TABLE>

<PAGE>


                                     BYLAWS

                                       OF

                                IBT BANCORP, INC.


These Bylaws are supplemental to the Pennsylvania  Business  Corporation Law and
other  applicable  provisions  of law, as the same shall from time to time be in
effect.


                                   ARTICLE I.
                                   ----------

                            MEETINGS OF SHAREHOLDERS.
                            -------------------------

         Section 101. (Place of Meetings) All meetings of the shareholders shall
be  held at such  place  or  places,  within  or  without  the  Commonwealth  of
Pennsylvania,  as shall be  determined  by the Board of  Directors  from time to
time.

         Section 102.  (Annual  Meetings) The annual meeting of the shareholders
for the election of Directors and the  transaction of such other business as may
properly  come before the meeting shall be held on the third Tuesday of April in
each year. Any business which is a proper subject for shareholder  action may be
transacted at the annual meeting.

         Section 103.  (Special  Meetings)  Special meetings of the shareholders
may be called at any time by the Board of Directors,  the  President,  or by the
shareholders  entitled  to  cast  at  least  one-third  of the  vote  which  all
shareholders are entitled to cast at the particular meeting.

         Section 104.  (Conduct of  Shareholders'  Meetings) The Chairman of the
Board  shall  preside  at all  shareholders'  meetings.  In the  absence  of the
Chairman of the Board, the President shall preside or, in his/her  absence,  any
Officer  designated by the Board of Directors.  The Officer  presiding  over the
shareholders'  meeting may establish such rules and  regulations for the conduct
of the meeting as he/she may deem to be  reasonably  necessary or desirable  for
the orderly and expeditious conduct of the meeting. Unless the Officer presiding
over the shareholders' meeting otherwise requires, shareholders need not vote by
ballot on any question.


                                   ARTICLE II
                                   ----------

                          DIRECTORS AND BOARD MEETINGS
                          ----------------------------

         Section  201.  (Management  by Board of  Directors)  The  business  and
affairs of the Corporation shall be managed by its Board of Directors. The Board
of Directors  may exercise  all such powers of the  Corporation  and do all such
lawful  acts and  things as are not by  statute,  regulation,  the  Articles  of
Incorporation  or these  Bylaws  directed or required to be exercised or done by
the shareholders.

                                        1
<PAGE>

         Section 202. (Nomination for Directors) Nominations for directors to be
elected at an annual meeting of shareholders,  except those made by the Board of
Directors  of  the  Corporation,  must  be  submitted  to the  Secretary  of the
Corporation  in writing  not later than the close of  business  on the  sixtieth
(60th) day  immediately  preceding  the date of the meeting.  Such  notification
shall  contain the  following  information  to the extent known to the notifying
shareholder:

          (a)  name and address of each proposed nominee

          (b)  the principal occupation of each proposed nominee

          (c)  the total  number of shares of capital  stock of the  Corporation
               that will be voted for each proposed nominee

          (d)  the name and residence address of the notifying shareholder

          (e)  the number of shares of capital stock of the Corporation owned by
               the  notifying  shareholder.  Nominations  not made in accordance
               herewith  may,  in  his/her  discretion,  be  disregarded  by the
               Presiding Officer of the meeting,  and upon his/her  instruction,
               the vote  tellers  may  disregard  all  votes  cast for each such
               nominee.  In the event the same person is  nominated by more than
               one shareholder,  the nomination shall be honored, and all shares
               of capital stock of the Corporation  shall be counted if at least
               one nomination for that person complies herewith.

         Section 203.  (Directors Must be Shareholders) Every Director must be a
shareholder of the  Corporation  and shall own in his/her own right at least one
hundred (100) shares of capital  stock of the  Corporation.  Any Director  shall
forthwith cease to be a Director when he/she no longer holds such shares,  which
fact shall be reported to the Board of Directors by the Secretary, whereupon the
Board of Directors shall declare the seat of such Directors vacated.

         Section 204.  (Eligibility and Mandatory Retirement) No person shall be
eligible to be newly  elected or  appointed  as a Director as he/she  shall have
attained  the age of seventy  five (75) years on or prior to the date of his/her
election.  Notwithstanding the foregoing, the mandatory retirement provisions of
this section shall not apply retroactively to those Directors elected as Interim
Directors  at the first  meeting of the Board of  Directors  of the  Corporation
(with the  exception  of  William D.  Fawcett,  Sr.  and J. Curt  Gardner),  nor
thereafter,  should they desire to stand for reelection thereafter. Any Director
of this  Corporation,  with the exception of the Interim  Directors as specified
above,  who  attains  the age of  seventy  five (75) years  shall  cease to be a
Director  (without  any action on his/her  part) at the close of business on the
day prior to the date of the next  shareholders'  meeting at which directors are
to be elected  regardless  of whether or not  his/her  term as a Director  would
otherwise  expire at such  shareholders'  meeting.  The Board of  Directors  may
designate  one or more  persons  who have  retired  from the  Board as  honorary
members of the Board. Such honorary members may attend meetings of the Board but
shall have no authority to vote or receive compensation.

                                        2
<PAGE>

         Section 205. (Vacancies) Vacancies in the Board of Directors, including
vacancies  resulting from an increase in the number of Directors,  may be filled
by the  remaining  members  of the Board  even  though  less than a quorum.  Any
Director  elected to fill a vacancy  in the Board of  Directors  shall  become a
member of the same Class of Directors in which the vacancy  existed;  but if the
vacancy is due to an  increase  in the  number of  Directors  a majority  of the
members of the Board of Directors shall designate such directorship as belonging
to Class 1,  Class 2 or Class 3 so as to  maintain  the  three  (3)  classes  of
Directors as nearly equal in number as possible.  Each Director so elected shall
be a Director until his/her  successor is elected by the  shareholders,  who may
make such  election at the next  annual  meeting of the  shareholders  or at any
special meeting duly called for that purpose and held prior thereto.

         Section 206.  (Compensation of Directors) No Director shall be entitled
to any salary as such;  but the Board of Directors may fix, from time to time, a
reasonable  annual fee for acting as a Director and a reasonable  fee to be paid
each Director his/her  services in attending  meetings of the Board and meetings
of committees  appointed by the Board.  The Corporation may reimburse  Directors
for expenses related to their duties as a member of the Board.

         Section  207.  (Regular  Meetings)  Regular  meetings  of the  Board of
Directors shall be held on such day, at such hour, and at such place, consistent
with applicable law, as the Board shall from time to time designate or as may be
designated  in any notice from the Secretary  calling the meeting.  The Board of
Directors shall meet for  reorganization  at the first regular meeting following
the annual meeting of  shareholders  at which the Directors are elected.  Notice
need not be given of  regular  meeting  is not to be held at the time and  place
designated  by the Board of Directors,  notice of such  meeting,  which need not
specify the business to be transacted  thereat and which may be either verbal or
in writing, shall be given by the Secretary to each member of the Board at least
twenty-four (24) hours before the time of the meeting.

         A majority of the members of the Board of Directors shall  constitute a
quorum for the  transaction  of business.  If at the time fixed for the meeting,
including the meeting to organize the new Board  following the annual meeting of
shareholders,  a quorum is not present,  the directors in attendance may adjourn
the meeting from time to time until a quorum is obtained.

         Except as  otherwise  provided  herein,  a majority of those  directors
present and voting at any meeting of the Board of  Directors,  shall decide each
matter considered. A director cannot vote by proxy, or otherwise act by proxy at
a meeting of the Board of Directors.

         Section  208.  (Special  Meetings)  Special  meetings  of the  Board of
Directors  may be  called by the  President  or at the  request  of five or more
members of the Board of Directors.  A special  meeting of the Board of Directors
shall be deemed to be any meeting other than the regular meeting of the Board of
Directors. Notice of the time and place of every special meeting, which need not
specify the business to be transacted  thereat and which may be either verbal or
in writing, shall be given by the Secretary to each member of the Board at least
twenty-four   (24)  hours  before  the  time  of  such  meeting   excepting  the
Organization Meeting following the election of Directors.

                                        3
<PAGE>

         Section  209.  (Reports  and  Records)  The  reports  of  Officers  and
Committees and the records of the  proceedings of all Committees  shall be filed
with the Secretary of the  Corporation  and presented to the Board of Directors,
if practicable,  at its next regular meeting.  The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose. When
a  Director  shall  request  it,  the vote of each  Director  upon a  particular
question shall be recorded in the minutes.


                                   ARTICLE III
                                   -----------

                                   COMMITTEES
                                   ----------

         Section  301.  (Committees)  The  following  Committee  of the Board of
Directors  shall be  established  by the Board of  Directors  in addition to any
other Committee the Board of Directors may in its discretion establish.

         Section  302.  (Executive  Committee)  The  Executive  Committee  shall
consist of the Chairman of the Board,  the President and at least four (4) other
Directors. A majority of the members of the Executive Committee shall constitute
a quorum,  and  actions of a majority  of those  present at a meeting at which a
quorum is present shall be actions of the  Committee.  Meetings of the Committee
may be called at any time by the  Chairman or Secretary  of the  Committee,  and
shall be called  whenever two (2) or more members of the Committee so request in
writing.  The Executive  Committee  shall have and exercise the authority of the
Board of Directors in the management of the business of the Corporation  between
the dates of regular meetings of the Board.

         Section 303.  (Appointment of Committee Members) The Board of Directors
shall elect the members of the  Committees and the Chairman and Vice Chairman of
each such Committee to serve until the next annual meeting of shareholders.  The
President  shall appoint or shall  establish a method of appointing,  subject to
the  approval of the Board of  Directors,  the  members of any other  Committees
established  by the Board of  Directors,  and the Chairman and Vice  Chairman of
such  Committee,  to serve until the next annual  meeting of  shareholders.  The
Board of Directors may appoint,  from time to time, other  committees,  for such
purposes and with such powers as the Board may determine.


                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

         Section  401.  (Officers)  The Officers of the  Corporation  shall be a
Chairman  of the  Board,  a  President,  one  (1) or  more  Vice  Presidents,  a
Secretary,  a Treasurer,  and such other Officers and Assistant  Officers as the
Board  of  Directors  may  from  time to time  deem  advisable.  Except  for the
President,  Secretary,  and Treasurer, the Board may refrain from filling any of
the said offices at any time and from time to time. The same individual may hold
any two (2) or more offices  except both the offices of President and Secretary.
The  Officers  shall be elected by the Board of  Directors  at the time,  in the
manner  and for such  terms as the Board of  Directors  from time to time  shall
determine.  Any Officer may be removed at any time,  with or without cause,  and
regardless of the term for which such Officer was elected, but without prejudice
to any contract  right of such  Officer.  Each Officer shall hold his office for
the current  year for which he was elected or  appointed  by the Board unless he
shall resign,  becomes disqualified,  or be removed at the pleasure of the Board
of Directors.

                                        4
<PAGE>

         Section 402. (Chairman of the Board) The Board of Directors shall elect
a Chairman of the Board at the first regular meeting of the Board following each
annual meeting of shareholders  at which Directors are elected.  The Chairman of
the Board shall be a member of the Board of Directors  and shall  preside at the
meetings of the Board and perform such other duties as may be  prescribed by the
Board of Directors.

         Section  402.1 (Chief  Executive  Officer) The Board of Directors  will
designate a Chief  Executive  Officer (CEO) at the first regular  meeting of the
Board following each annual meeting of shareholders. The Chief Executive Officer
shall have  general  supervision  of all business of the  corporation  and shall
prescribe  the duties of the other  Officers and Employees and see to the proper
performance  thereof.  The Chief Executive Officer may be either the Chairman of
the Board or President, but must be a full time employee of IBT Bancorp, Inc. or
Irwin Bank & Trust Company.

         Section 403.  (President) The President shall have general  supervision
of all of the  departments  and business of the  Corporation and shall prescribe
the duties of the other Officers and Employees and see to the proper performance
thereof.   The  President  shall  be  responsible  for  having  all  orders  and
resolutions of the Board of Directors  carried into effect.  The President shall
execute on behalf of the Corporation and may affix or cause to be affixed a seal
to all authorized documents and instruments requiring such execution,  except to
the extent that signing and execution  thereof shall have been delegated to some
other  Officer or Agent of the  Corporation  by the Board of Directors or by the
President.  The President  shall be a member of the Board of  Directors.  In the
absence or  disability  of the Chairman of the Board or his/her  refusal to act,
the President shall preside at meetings of the Board. In general,  the President
shall  perform  all the duties  and  exercise  all the  powers  and  authorities
incident to such office or as prescribed by the Board of Directors

         Section 404. (Vice  Presidents) The Vice Presidents  shall perform such
duties,  do such acts and be subject to such supervision as may be prescribed by
the  Board  of  Directors  or the  President.  In the  event of the  absence  or
disability of the President or his/her refusal to act, the Vice  Presidents,  in
the  order  of their  rank,  and  within  the  same  rank in the  order of their
authority,  shall perform the duties and have the powers and  authorities of the
President, except to the extent inconsistent with applicable law.

         Section 405.  (Secretary) The Secretary shall act under the supervision
of the President or such other Officers as the President may designate. Unless a
designation to the contrary is made at a meeting, the Secretary shall attend all
meetings of the Board of  Directors  and all  meetings of the  shareholders  and
record all of the  proceedings  of such  meetings  in a book to be kept for that
purpose, and shall perform like duties for the standing Committees when required
by these Bylaws or otherwise.  The  Secretary  shall give, or cause to be given,
notice of all meetings of the  shareholders  and of the Board of Directors.  The
Secretary  shall keep a seal of the  Corporation,  and,  when  authorized by the
Board of Directors or the President, cause it to be affixed to any documents and
instruments  requiring it. The Secretary  shall perform such other duties as may
be prescribed by the Board of Directors,  President,  or such other  Supervising
Officer as the President may designate.

         Section 406.  (Treasurer) The Treasurer shall act under the supervision
of the  President or such other  Officer as the  President  may  designate.  The
Treasurer shall have custody of the Corporation's funds and such other duties as
may be prescribed by the Board of Directors, President or such other Supervising
Officer as the President may designate.

                                        5
<PAGE>

         Section 407.  (Assistant  Officers)  Unless  otherwise  provided by the
Board of Directors, each Assistant Officer shall perform such duties as shall be
prescribed  by the Board of  Directors,  the  President  or the  Officer to whom
he/she is an Assistant.  In the event of the absence or disability of an Officer
or his/her  refusal to act,  his/her  Assistant  Officer shall,  in the order of
their rank, and within the same rank in the order of their  seniority,  have the
powers and authorities of such Officer.

         Section 408.  (Compensation) The President's  Compensation shall be set
by the Board of Directors.  The Compensation of all Officers shall be set by the
Personnel  Committee of the Board of Directors and all other  salaries  shall be
set by the President.

         Section 409.  (General  Powers) The Officers are  authorized  to do and
perform such  corporate acts as are necessary in the carrying on of the business
of the Corporation, subject always to the direction of the Board of Directors.


                                    ARTICLE V
                                    ---------

                                 INDEMNIFICATION
                                 ---------------

         Section 501. (Mandatory  Indemnification) The Corporation shall, to the
full extent permitted by the Pennsylvania  Business  Corporation Law, as amended
from time to time,  indemnify  any person who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact  that  he/she  is or was a  Director,  Officer  or  Employee  of the
Corporation or of any of its subsidiaries.

         Section 502.  (Optional  Indemnification)  In all  situations  in which
indemnification  is not mandatory under Section 501 hereof, the Corporation may,
to the full extent  permitted by the Pennsylvania  Business  Corporation Law, as
amended  from  time to time,  indemnify  all  persons  whom it is  empowered  to
indemnify pursuant thereto.


                                   ARTICLE VI
                                   ----------

                             SHARES OF CAPITAL STOCK
                             -----------------------

         Section  601.  (Authority  to  Sign  Share  Certificates)  Every  share
certificate  of the  Corporation  shall be  signed by the  President  and by the
Secretary or one of the Assistant  Secretaries.  Certificates may be signed by a
facsimile  signature of the  President and the Secretary or one of the Assistant
Secretaries of the Corporation.

         Section 602.  (Lost or Destroyed  Certificates)  Any person  claiming a
share  certificate  to be lost,  destroyed or  wrongfully  taken shall receive a
replacement   certificate   if  such  person  shall  have:  (a)  requested  such
replacement  certificate  before the Corporation has notice that the shares have
been acquired by a bona fide  purchaser;  (b) provided the  Corporation  with an
indemnity  agreement  satisfactory  in  form  and  substance  to  the  Board  of
Directors,  or the  President  or the  Secretary;  and (c)  satisfied  any other
reasonable  requirements  (including  providing an affidavit  and a surety bond)
fixed by the Board of Directors, or the President or the Secretary.

                                        6
<PAGE>

                                   ARTICLE VII
                                   -----------

                                     GENERAL
                                     -------


         Section 701.  (Fiscal  Year) The fiscal year of the  Corporation  shall
begin on the first (1st) day of January in each year and end on the thirty-first
(31st) day of December in each year.

         Section  702.  (Record  Date) The Board of  Directors  may fix any time
whatsoever  (but not more than fifty (50) days) prior to the date of any meeting
of shareholders, or the date for the payment of any dividend or distribution, or
the date for the allotment of rights,  or the date when any change or conversion
or exchange of shares will be made or will go into effect,  as a record date for
the determination of the shareholders  entitled to notice of, or to vote at, any
such  meetings,  or  entitled  to  receive  payment  of  any  such  dividend  or
distribution,  or to receive any such  allotment  of rights,  or to exercise the
rights in respect to any such change, conversion or exchange of shares.

         Section  703.  (Absentee  Participation  in  Meetings)  One (1) or more
Directors  may  participate  in a  meeting  of the Board of  Directors,  or of a
Committee  of  the  Board,  by  means  of  a  conference  telephone  or  similar
communications  equipment,  by means of which all persons  participating  in the
meeting can hear each other.

         Section 704. (Emergency Bylaws) In the event of any emergency resulting
from a nuclear attack or similar  disaster,  and during the  continuance of such
emergency,  the following Bylaw provisions  shall be in effect,  notwithstanding
any other provisions of the Bylaws:

          (a)  A meeting of the Board of Directors or of any  Committee  thereof
               may be called by any  Officer  or  Director  upon one (1)  hour's
               notice  to all  persons  entitled  to  notice  whom,  in the sole
               judgment of the notifier, it is feasible to notify;"

          (b)  The  Director or Directors  in  attendance  at the meeting of the
               Board of Directors or of any Committee thereof shall constitute a
               quorum; and

          (c)  These Bylaws may be amended or repealed,  in whole or in part, by
               a majority  vote of the  Directors  attending  any meeting of the
               Board of Directors,  provided such amendment or repeal shall only
               be effective for the duration of such emergency.

         Section 705. (Severability) If any provision of these Bylaws is illegal
or unenforceable as such, such illegality or  unenforceability  shall not affect
any other provision of these Bylaws and such other  provisions shall continue in
full force and effect.

                                        7
<PAGE>

                                  ARTICLE VIII
                                  ------------

                               AMENDMENT OR REPEAL
                               -------------------

         Section  801.  (Amendment  or Repeal by the Board of  Directors)  These
Bylaws may be amended or repealed,  in whole or in part,  by a majority  vote of
members of the Board of Directors at any regular or special meeting of the Board
duly  convened.  Notice  need not be given of the  purpose of the meeting of the
Board of Directors at which the amendment or repeal is to be considered.

         Section  802.  (Recording  Amendments  and  Repeals)  The  text  of all
amendments  and repeals to these  Bylaws  shall be attached to the Bylaws with a
notation of the date and vote of such amendment or repeal.


                                   ARTICLE IX
                                   ----------

                           APPROVAL OF AMENDED BYLAWS
                      AND RECORD OF AMENDMENTS AND REPEALS
                      ------------------------------------

         Section  901.  Approval  and  Effective  Date.  These  Bylaws have been
approved as the Bylaws of the Corporation  this 18th day of February,  2003, and
shall be effected as of said date.

         Section 902. (Amendments or Repeals)










                                       8