**ADDENDUM TO THE**

 

**CHANGE IN CONTROL SEVERANCE AGREEMENT**

**Amended and Restated**

 

THIS            ADDENDUM (“Addendum”) TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT, AS            AMENDED AND RESTATED (“Agreement”), dated the 16th day of            December 2007, by and between Irwin Bank (the “Bank”), IBT Bancorp, Inc.            (“Parent”) and Charles G. Urtin (the “Employee”) is entered            into as of December 31, 2007 by and among the Bank, S&T Bancorp, Inc.            (“ST”) and the Employee.

 

WHEREAS, the Employee is currently employed by the Bank as President and            is experienced in certain phases of the business of the Bank; and

 

WHEREAS, ST contemplates merging with the Parent and the Bank in            conjunction with the Agreement and Plan of Merger (“Merger Agreement”) by            and between ST and IBT, dated December 16, 2007 (“Merger”); and

 

WHEREAS, the parties desire by this writing to set forth certain            modifications to the Agreement as set forth in this Addendum.

 

NOW,            THEREFORE, as of December 31, 2007, it is AGREED between the Bank, Parent, ST and the            Employee, as follows:

 

1.         The Bank,            Parent, the Employee and S&T agree that, subject to the Employee continuing to            serve as President of the Bank until the Effective Date (as defined in the Merger            Agreement), the Bank shall pay the Employee the amount specified at 3(a) of the            Agreement (less any Code Section 280G reductions required in accordance with Section            3(a) of the Agreement and less any applicable payroll tax withholding) as of the            Effective Date, but not later than December 31, 2008, without regard to any actual            termination of employment of the Employee as of or after the Effective Date or notice            of termination. Upon the Bank making such payment to the Employee, the Agreement will            be terminated (notwithstanding anything to the contrary in the Agreement) and no other            payments shall be made to the Employee pursuant to the Agreement and the Employee shall            not be entitled to any severance payments or severance benefits from Parent or the            Bank, other than medical and dental insurance to the extent provided for pursuant to            the terms of the Medical Insurance Continuation Agreement, dated February 21, 2006, by            and between the Bank and the Employee (the “Medical Continuation            Agreement”). The parties hereto agree that notwithstanding anything to the            contrary in the Medical Continuation Agreement, any medical and dental coverage            required to be provided under such agreement may, in the discretion of S&T and the            Bank, be provided through any medical or dental plan or policy designated by S&T or            the Bank that provides substantially equivalent benefits. Employee agrees that this            Addendum shall constitute a valid amendment to the Medical Continuation Agreement and            that he will not exercise any stock options covering Parent stock prior to January 1,            2008.

 

2.         Except as            otherwise set forth herein, the Agreement shall remain in full force and effect as            otherwise written.

 

 

 

 

----

 

 

IN            WITNESS WHEREOF, the parties have executed this Agreement on December __,            2007.

 

 

| **Irwin Bank**                                        |   |                       |
|-------------------------------------------------------|--------|----------------------------|
|                                                  |   |                       |
| ATTEST:                                               |   | By:                        |
|                                                  |   |                       |
| /s/ Robert A. Bowell                                  |   | /s/ Raymond G. Suchta      |
| Secretary                                             |   |                       |
|                                                  |   |                       |
| **IBT Bancorp, Inc.**                                 |   |                       |
|                                                  |   |                       |
| ATTEST:                                               |   | By:                        |
|                                                  |   |                       |
|  /s/ Robert A.                            Bowell |   | /s/ Raymond G. Suchta      |
| Secretary                                             |   |                       |
|                                                  |   |                       |
| WITNESS:                                              |   |                       |
|                                                  |   |                       |
| /s/ Margaret P. O’Neal                          |   | /s/ Charles G. Urtin       |
|                                                  |   | Charles G. Urtin, Employee |
|                                                  |   |                       |
| **S&T Bancorp, Inc.**                             |   |                       |
|                                                  |   |                       |
| ATTEST:                                               |   | By:                        |
|                                                  |   |                       |
| /s/ Julie I. Zolocsik                                 |   | /s/ James C. Miller        |
| Assistant Secretary                                   |   | Chairman and CEO           |
|                                                  |   |                       |