IBT BANCORP INC /MI/
DEFERRED COMPENSATION PLAN FOR DIRECTORS
<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>4
<FILENAME>k61162ex10-c.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN FOR DIRECTORS
<TEXT>

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Exhibit 10(c)                                                   Revised 01/01/01








                     IBT BANCORP, INC. AND RELATED COMPANIES

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS



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                                TABLE OF CONTENTS
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<S>      <C>                                                                 <C>


1.       Amendment and Restatement of Existing Plan............................1

2.       Participating Companies...............................................1

3.       Participants..........................................................1

4.       Deferred Chairman's Salary, Retainer and Fees.........................1

5.       Method of Deferral and Distribution...................................1

6.       Distribution..........................................................2

7.       Participant's Rights Unsecured........................................3

8.       Unfunded Plan.........................................................4

9.       Amendments to the Plan................................................4

10.      Termination of Plan...................................................4

11.      Expenses..............................................................4

12.      Status of Plan........................................................4

13.      Binding Effect........................................................4

14.      Incompetency..........................................................4

15.      Assignment of Rights..................................................5

16.      Named Fiduciary.......................................................5

17.      Governing Law.........................................................5

18.      Severability..........................................................5

19.      Period of Economic Hardship...........................................6

20.      Prior Plans...........................................................6

</TABLE>

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                                  EXHIBIT 10(c)
                                IBT BANCORP, INC.
                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

1.       AMENDMENT AND RESTATEMENT OF EXISTING PLAN. Effective January 1, 1990,
         Isabella Bank and Trust adopted the Isabella Bank and Trust Directors
         Deferred Income Agreement. That Plan was amended and restated effective
         January 1, 1996 by the adoption of the Isabella Bank and Trust Deferred
         Compensation Plan for Directors. The plan has been amended and restated
         as the IBT Bancorp, Inc. and Related Companies Deferred Compensation
         Plan for Directors (the "Plan"), and the Participating Companies have
         adopted the amended and restated Plan effective January 1, 2000.

2.       PARTICIPATING COMPANIES. For purposes of the Plan, "Participating
         Companies" shall mean collectively, IBT Bancorp, Inc., Isabella Bank
         and Trust, Farmers State Bank, IBT Title, Inc., IBT Financial Services,
         Inc., and any other entity whose governing body authorizes
         participation in this Plan where IBT Bancorp, Inc., by its Board of
         Directors, has approved said participation, and their successor or
         successors. Each said company is also referred to herein as a
         "Participating Company".

3.       PARTICIPANTS. Any director of a Participating Company receiving
         chairman's salary, a retainer or board fees may elect to become a
         participant ("Participant") under this Plan by providing written notice
         to his or her Participating Company, in the form prescribed by the
         Participating Company.

4.       DEFERRED CHAIRMAN'S SALARY, RETAINER AND FEES. Each Participant may
         defer all or any portion (subject to a minimum required deferral of at
         least 25%) of his chairman's salary (if any), retainer and fees
         (including committee fees) which are earned for the year from any
         Participating Company commencing after the date of said election as he
         may specify in said written notice to said Participating Company, and
         such amounts so deferred shall be paid only as hereinafter provided.
         Any Participant may change the amount of, or suspend, future deferrals
         with respect to chairman's salary (if any), fees and retainers earned
         for years commencing after the date of change or suspension as he may
         specify by written notice to the Participating Company. Following any
         such suspension, the individual may make a new election to again become
         a Participant. No Participant may make such a change more often than
         once in any 12-month period or again become a Participant within 12
         months after the date of a suspension. The election to defer shall be
         irrevocable as to the deferred chairman's salary (if any), retainer and
         fees for the particular 12-month period.

5.       METHOD OF DEFERRAL AND DISTRIBUTION.

  (a)    For each Participant electing to participate in this Plan, each
         Participating Company for whom the Participant has made a deferral
         election shall maintain a deferred money account ("Deferred Money
         Account") which shall periodically be converted into a stock


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         unit account ("Stock Unit Account") for each such Participant. Each
         Participant will be furnished annually with a statement of his
         Account(s).

  (b)    Deferred chairman's salary (if any), retainers and fees of each
         Participant shall be credited as a dollar amount to the Participant's
         Deferred Money Account(s) on the date they otherwise would be payable
         and shall be converted into stock units quarterly at March 1, June 1,
         September 1, and December 1 in each year (the "Valuation Dates") by
         dividing the dollar balance of such Deferred Money Account(s) as of the
         end of each such quarter by the price of a share of IBT Bancorp, Inc.
         common stock as determined by the IBT Bancorp, Inc. Stockholder
         Dividend Reinvestment and Employee Stock Purchase Plan or if said plan
         shall not be in operation at that time, as determined by the Board of
         Directors of IBT Bancorp, Inc. The number of stock units for full
         shares so determined shall be credited to the Participant's Stock Unit
         Account(s) and the aggregate value thereof at said closing price shall
         be charged to the Participant's Deferred Money Account(s). Any cash
         balance remaining in the Participant's Deferred Money Account(s) after
         such charge shall be used together with other subsequent credits
         thereto at the next Valuation Date.

  (c)    Additional credits will be made to each Participant's Deferred Money
         Account(s) in dollar amounts equal to the cash dividends (or the fair
         market value of dividends paid in property) the Participant would have
         received from time to time had he been the owner on the record dates
         with respect thereto of the number of shares of IBT Bancorp, Inc.
         common stock equal to the number of stock units in his Stock Unit
         Account on such dates. In the case of a stock dividend or stock split,
         additional credits will be made to each Participant's Stock Unit
         Account(s) of the number of stock units equal to the number of full
         shares of IBT Bancorp, Inc. common stock in the case of a stock
         dividend or a stock split which such Participant would have received
         from time to time had he been the owner on the record dates with
         respect thereto of the number of shares of IBT Bancorp, Inc. common
         stock equal to the number of stock units in his Stock Unit Account(s)
         on such dates.

6.       DISTRIBUTION.

  (a)    Upon termination of a Participant's service with a Participating
         Company (including mandatory retirement from the Participating
         Company's Board of Directors), and/or upon attainment of age 65 (each
         event being a "Distribution Event") the Participant, with said
         Participating Company's consent, shall receive:

         (i)   payment in cash of the balance in his Deferred Money Account
               maintained with the Participating Company, if any, remaining
               after the Valuation Dates occurring in the calendar year of the
               Distribution Event, but after the date of the Distribution Event;
               and

         (ii)  payment of the balance in his Stock Unit Account maintained with
               the Participating Company as of the date of the Distribution
               Event, in shares of IBT Bancorp, Inc.



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               common stock, or at the option of the Participant as he directs
               by written notice delivered to the Participating Company within
               thirty (30) days after the date of the Distribution Event, in
               cash equal to the purchase cost of such shares, or in any
               combination of stock or cash.


         (iii) The distributions in 6(a)(i) and (ii) above shall be payable in
               monthly installments for a total of 120 consecutive monthly
               installments commencing no sooner than six months following the
               last Valuation Date that occurred prior to the Distribution
               Event. Such distributions may be paid in a single sum as
               determined by the Participating Company in its sole discretion.
               The Participating Company may counsel with Participant prior to
               such determination.

  (b)    If such Participant shall cease his service with the Bank by reason of
         his death or if he shall die after he shall be entitled to
         distributions hereunder but prior to receipt of all distributions
         hereunder, all cash or IBT Bancorp, Inc. common stock then
         distributable hereunder shall be distributed to such beneficiary as
         such Participant shall designate by an instrument in writing filed with
         the Participating Company, or in the absence of such designation, to
         his personal representative, or if none is appointed within six months
         of his death, to his spouse, or if not then living, to his then living
         descendants, per stirpes, in the same manner and at the same intervals
         as they would have been made to such Participant had he continued to
         live. The Participating Company may, in its complete discretion,
         accelerate some or all of the payments which may be due under this
         Section 5(b). Upon filing a written designation of beneficiary with the
         Participating Company, it shall revoke all prior designations filed
         prior to that date by the Participant.

  (c)    Anything in this Paragraph 6 notwithstanding, in lieu of distributing
         to the Participant the balance in his or her Deferred Money Account
         and/or Stock Unit Account under 6(a), the Participating Company may, in
         its complete discretion, transfer said balance to any other
         nonqualified deferred compensation plan maintained by it or any member
         of a controlled group of corporations (as defined in Section 414[b] of
         the Internal Revenue Code of 1986, as amended) of which the
         Participating Company is a part (the "Transferee Plan"), provided the
         Participant is eligible to participate in the Transferee Plan at the
         time of the transfer.

7.       PARTICIPANT'S RIGHTS UNSECURED. The right of any Participant to receive
         a distribution  hereunder in IBT Bancorp,  Inc. common stock or in
         cash shall be an unsecured claim against the general assets of the
         Participating Company. The deferred chairman's salary (if any),
         retainers and fees may not be encumbered or assigned by the
         Participant.

8.       UNFUNDED PLAN. The Plan shall be a bookkeeping account only, and no
         Participating Company shall be required in any way to fund the Plan. No
         Participating Company shall have any obligation to set aside, earmark
         or entrust any fund, policy or money with which to pay its obligations
         under the Plan. The Participant, or any successor in interest, shall be
         and remain a general creditor of each Participating Company for whom
         the Participant


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         has made a deferral election with respect to the right to receive a
         benefit under the Plan in the same manner as any other creditor who has
         a general claim for unpaid liability. The respective Participating
         Company shall be the sole owner and beneficiary of any assets acquired
         for its general account under this Plan. No Participating Company shall
         make any loans or extend credit to the Participant, or any successor in
         interest, which shall be offset by benefits payable under this Plan.

9.       AMENDMENTS TO THE PLAN. The Board of Directors of IBT Bancorp, Inc. may
         amend the Plan at any time, without the consent of the Participants or
         their beneficiaries, provided, however, that no amendment shall divest
         any Participant or beneficiary of rights to which he would have been
         entitled if the Plan had been terminated on the effective date of such
         amendment.

10.      TERMINATION OF PLAN. The Board of Directors of IBT  Bancorp, Inc. may
         terminate the Plan at any time. Upon termination of the Plan,
         distributions in respect of credits to a Participant's accounts as of
         the date of termination shall be made in the manner and at the time
         heretofore prescribed.

11.      EXPENSES. Costs of administration of the Plan will be appropriately
         apportioned among the Participating Companies.

12.      STATUS OF PLAN. This Plan does not constitute a contract of employment
         between any of the parties, nor shall any provision of this Plan
         restrict the right of any Participating Company's shareholders to
         replace a director or the right of a director to terminate service on a
         Board.

13.      BINDING EFFECT. This Plan shall be binding upon and inure to the
         benefit of the parties hereto and upon the successors and assigns of
         each Participating Company, and upon the heirs and legal
         representatives of the Participant.

14.      INCOMPETENCY. If a Participating Company shall find that any person to
         whom any payment is payable under this Plan is unable to care for his
         or her affairs because of illness or accident, or is a minor, any
         payment due (unless a prior claim therefore shall have been made by a
         duly appointed guardian, a committee or other legal representative) may
         be paid to the spouse, a child, a parent, a brother or sister, or a
         custodian determined pursuant to the Uniform Gift to Minors Act, or to
         any person deemed by the Participating Company to have incurred expense
         for such person otherwise entitled to payment, in such manner and
         proportions as the Participating Company may determine. Any such
         payment shall be a complete discharge of the liabilities of the
         Participating Company under this Plan.

15.      ASSIGNMENT OF RIGHTS. None of the rights to compensation under this
         Plan are assignable by the Participant or any beneficiary or designee
         of the Participant, and any attempt to


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         anticipate, sell, transfer, assign, pledge, encumber, or change the
         Participant's right to receive compensation shall be void.

16.      NAMED FIDUCIARY.

  (a)    IBT Bancorp, Inc. is hereby designated as the named fiduciary under
         this Plan. The named fiduciary shall have authority to control and
         manage the operation and administration of this Plan, and it shall be
         responsible for establishing and carrying out a funding policy and
         method consistent with the objectives of this Plan.

  (b)    IBT Bancorp, Inc. shall make all determinations as to rights to
         benefits under this Plan. Any decision by IBT Bancorp, Inc. denying a
         claim made by the Participant or by a beneficiary for benefits under
         this Plan shall be stated in writing and delivered or mailed to the
         Participant or such beneficiary. Such statements shall set forth the
         specific reasons for the denial, written to the best of IBT Bancorp,
         Inc.'s ability in a manner that may be understood without legal or
         actuarial counsel. In addition, IBT Bancorp, Inc. shall afford a
         reasonable opportunity to the Participant or such beneficiary for a
         full and fair review of the decision denying such claim.

  (c)    Subject to the foregoing, the Board of Directors of the Participating
         Companies shall appoint an impartial Administrative Committee
         consisting of individuals who are not participants in the Plan. The
         Administrative Committee shall have the full power and authority to
         interpret, construe and administer this Plan. No member of the
         Administrative Committee shall, in any event, be liable to any person
         for any action taken or omitted in connection with the interpretation,
         construction or administration of this Plan, so long as such action or
         omission to act be made in good faith. In no event, however, shall the
         provisions of paragraph 8 or any other provisions in this Plan prevent
         the Participant from seeking legal recourse for any claim he may have
         under this Plan.

17.      GOVERNING LAW. This Plan shall be governed by the laws of the State of
         Michigan.

18.      SEVERABILITY. In the event that any of the provisions of this Plan or
         portion thereof, are held to be inoperative or invalid by any court of
         competent jurisdiction, then: (1) insofar as is reasonable, effect will
         be given to the intent manifested in the provision held invalid or
         inoperative; and (2) the validity and enforceability of the remaining
         provisions will not be affected thereby.

19.      PERIOD OF ECONOMIC HARDSHIP. If, in any year, payments made under this
         Plan would, in the sole judgment of a Participating Company's Board of
         Directors, create economic hardship for the Participating Company, the
         Board of Directors has full authority to postpone such payments.
         However, upon such postponement, the Participating Company will
         increase the total sum payable to the Participant or the Participant's
         beneficiaries under this Plan by an actuarially determined amount.


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20.      PRIOR PLAN. This Plan sets forth the entire understanding of the
         parties hereto with respect to the transactions contemplated hereby,
         and any previous plans or understanding between the parties hereto
         regarding the subject matter hereof are merged into and superseded by
         this Plan.

Receipt acknowledged by:                    ISABELLA BANK AND TRUST

<TABLE>
<S>                                         <C>

BY:                                         BY:
    ----------------------------------          --------------------------------
         Dennis P. Angner

ITS:     Executive Vice President           ITS:
    ----------------------------------          --------------------------------

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