EXHIBIT 10
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                      CHANGE IN CONTROL SEVERANCE AGREEMENT


         THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement")  entered into
this 19th day of October 1999 ("Effective  Date"), by and between Irwin Bank and
Trust Company,  Irwin,  Pennsylvania,  including its parent holding company, IBT
Bancorp, Inc. (the "Bank") and Charles G. Urtin (the "Employee").

         WHEREAS,  the Employee is  currently  employed by the Bank as President
and Chief Executive Officer and by IBT Bancorp, Inc. as Executive Vice President
and is experienced in all phases of the business of the Bank; and

         WHEREAS, the parties desire by this writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control (as defined hereinafter in the Agreement) after the Effective Date.

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The  Employee  is  employed  in  the  capacity  as the
President of the Bank and the  Executive  Vice  President  of IBT Bancorp,  Inc.
("Parent").  The  Employee  shall  render  such  administrative  and  management
services to the Bank and Parent as are currently rendered and as are customarily
performed by persons situated in a similar  executive  capacity.  The Employee's
other  duties  shall be such as the Board of  Directors  for the Bank and Parent
(the "Board of Directors" or "Board") may from time to time  reasonably  direct,
including normal duties as an officer of the Bank and Parent.

         2.  Term of  Agreement.  The  term of this  Agreement  shall be for the
period  commencing on the Effective Date and ending September 21, 2002 ("Term").
Additionally,  on, or before,  each annual  anniversary  date from the Effective
Date,  the Term of this  Agreement may be extended for up to an  additional  one
year period beyond the then effective  expiration date upon a determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the Term of such
Agreement shall be extended.

         3.       Termination of Employment in Connection with or Subsequent  to
                  a Change in Control.

                  (a)  Notwithstanding  any provision  herein to the contrary in
the event of the  termination of Employee's  employment  during the Term of this
Agreement,  absent Just Cause, in connection  with, or within  twenty-four  (24)
months after any Change in Control of the Bank or Parent, Employee shall be paid
an amount  equal to the product of 2.99 times the  Employee's  "base  amount" as
defined in Section  280G(b)(3) of the Internal  Revenue Code of 1986, as amended
(the "Code") and regulations promulgated thereunder.  Said sum shall be paid, at
the option of

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Employee, either in one (1) lump sum within thirty (30) days of such termination
or in periodic  payments over the next 36 months or the  remaining  term of this
Agreement  whichever  is  less,  as  if  Employee's   employment  had  not  been
terminated,  and such  payments  shall be in lieu of any other  future  payments
which the Employee would be otherwise entitled to receive.  Notwithstanding  the
forgoing, all sums payable hereunder shall be reduced in such manner and to such
extent so that no such payments made  hereunder when  aggregated  with all other
payments to be made to the Employee by the Bank or the Parent shall be deemed an
"excess  parachute  payment" in accordance  with Section 280G of the Code and be
subject to the  excise tax  provided  at Section  4999(a) of the Code.  The term
"control"  shall refer to the ownership,  holding or power to vote more than 25%
of the Bank's or Parent's outstanding voting stock by any person, the control of
the election of a majority of the Bank's or Parent's directors,  or the exercise
of a controlling influence over the management or policies of the Bank or Parent
by any person or by  persons  acting as a group  within  the  meaning of Section
13(d) of the Securities Exchange Act of 1934 ("Exchange Act"). The term "person"
means an individual  other than the  Employee,  or a  corporation,  partnership,
trust,  association,   joint  venture,  pool,  syndicate,  sole  proprietorship,
unincorporated  organization or any other form of entity not specifically listed
herein, other than the Employer or Parent.

                  (b)  Notwithstanding  any other provision of this Agreement to
the contrary,  except as provided at Sections 4(b),  4(c),  4(d) and 5, Employee
may  voluntary  terminate  his  employment  during  the  Term of this  Agreement
following a Change in Control of the Bank or Parent, and Employee (or his estate
in the event of death  after a Change in  Control  but prior to  payment)  shall
thereupon  be entitled to receive the payment  described in Section 3(a) of this
Agreement, upon the occurrence, or within ninety (90) days thereafter, of any of
the  following  events,  which  have not been  consented  to in  advance  by the
Employee in  writing:  (i) if  Employee  would be required to move his  personal
residence or perform his principal  executive  functions  more than  thirty-five
(35)  miles  from  the  Employee's  primary  office  as of the  signing  of this
Agreement;  (ii) if in the organizational  structure of the Bank, Employee would
be required to report to a person or persons  other than the Board of  Directors
of the Bank;  (iii) if the Bank  should  fail to maintain  the  Employee's  base
compensation  as in effect as of the date of the Change in Control and  existing
employee  benefits plans,  including  material  fringe  benefit,  and retirement
plans,  except to the extent that such reduction in benefit  programs is part of
an overall  adjustment  in benefits  for all  employees of the Bank and does not
disproportionately  adversely  impact the  Employee;  (iv) if Employee  would be
assigned duties and  responsibilities  other than those normally associated with
his position as  referenced at Section 1, herein;  (v) if Employee  would not be
elected or  reelected to the Board of Directors of the Bank or Parent or (vi) if
Employee's  responsibilities  or  authority  have  in any  way  been  materially
diminished or reduced;

         4.       Other Changes in Employment Status.

                  (a) Except as provided for at Section 3, herein,  the Board of
Directors may terminate  the  Employee's  employment at any time with or without
Just Cause within its sole

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discretion.  This Agreement shall not be deemed to give Employee any right to be
retained in the employment or service of the Bank or to interfere with the right
of the Bank to  terminate  the  employment  of the  Employee  at any  time.  The
Employee shall have no right to receive  compensation  or other benefits for any
period  after  termination  for Just Cause.  Termination  for "Just Cause" shall
include termination because of the Employee's personal dishonesty, incompetence,
willful  misconduct,   breach  of  fiduciary  duty  involving  personal  profit,
intentional failure to perform stated duties, willful violation of any law, rule
or  regulation  (other than  traffic  violations  or similar  offenses) or final
cease-and-desist order, or material breach of any provision of the Agreement.

                  (b) If the Employee is removed and/or  permanently  prohibited
from participating in the conduct of the Bank's affairs by an order issued under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

                  (c) If the Bank is in default (as  defined in Section  3(x)(1)
of FDIA) all obligations  under this Agreement shall terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

                  (d)  Notwithstanding  anything  herein  to the  contrary,  any
payments made to the Employee pursuant to the Agreement, or otherwise,  shall be
subject  to and  conditioned  upon  compliance  with 12 USC  ss.1828(k)  and any
regulations promulgated thereunder.

         5.  Suspension  of  Employment . If the  Employee is  suspended  and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

         6.       Successors and Assigns.

                  (a)  This  Agreement  shall  inure  to the  benefit  of and be
binding upon any corporate or other  successor of the Bank which shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Bank.

                  (b)  The  Employee   shall  be  precluded  from  assigning  or
delegating his rights or duties  hereunder  without first  obtaining the written
consent of the Bank.


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         7.  Amendments.  No amendments or additions to this Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         8.  Applicable  Law. This  agreement  shall be governed by all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the Commonwealth of Pennsylvania,  except to the extent that Federal law
shall be deemed to apply.

         9.  Severability.  The  provisions  of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         10. Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest  to the home  office  of the Bank and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extent  that the parties  may  otherwise  reach a mutual
settlement of such issue.  The Bank shall reimburse  Employee for all reasonable
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings or actions,  following the delivery of the decision of the
arbitrator  finding in favor of the  Employee.  Further,  the  settlement of the
dispute to be  approved  by the Board of the Bank or the  Parent  may  include a
provision for the  reimbursement  by the Bank to the Employee for all reasonable
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings  or  actions,  or the Board of the Bank or the  Parent may
authorize such  reimbursement  of such reasonable costs and expenses by separate
action upon a written action and determination of the Board following settlement
of the dispute.

         11. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.



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