SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Rule 14a-6(e)(2))

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[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
IBT BANCORP, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
[COMPANY NAME]
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2
IBT BANCORP, INC.

200 EAST BROADWAY
MOUNT PLEASANT, MICHIGAN 48858

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 8, 2001

Notice is hereby given that the Annual Meeting of Shareholders of IBT Bancorp,
Inc. will be held on Tuesday, May 8, 2001 at 7:00 p.m. Eastern Standard Time, at
The Comfort Inn 2424 S. Mission Street, Mount Pleasant, Michigan. The meeting is
for the purpose of considering and acting upon the following:

1. The election of four directors.

2. Such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.

The Board of Directors has fixed April 2, 2001 as the record date for
determination of shareholders entitled to notice of, and to vote at, the meeting
or any adjournments thereof.

Your vote is important. Even if you plan to attend the meeting, please date and
sign the enclosed proxy form, indicate your choice with respect to the matters
to be voted upon, and return it promptly in the enclosed envelope. Note that if
stock is held in more than one name, all parties should sign the proxy form.

By order of the Board of Directors

Mary Ann Breuer, Secretary
Dated: April 13, 2001

3
IBT BANCORP, INC.
200 EAST BROADWAY
MOUNT PLEASANT, MICHIGAN 48858

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of IBT Bancorp, Inc. (the Corporation) a Michigan
financial holding company, to be voted at the Annual Meeting of Shareholders of
the Corporation to be held on Tuesday, May 8, 2001 at 7:00 p.m. at The Comfort
Inn, 2424 S. Mission Street, Mount Pleasant, Michigan, or at any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders and in this Proxy Statement.

This Proxy Statement has been mailed on April 13, 2001 to all holders of record
of common stock as of the record date.

VOTING AT THE MEETING

The Board of Directors of the Corporation has fixed the close of business on
April 2, 2001 as the record date for the determination of shareholders entitled
to notice of, and to vote at, the Annual Meeting of Shareholders and any
adjournment thereof. The Corporation has only one class of common stock and no
preferred stock. As of April 2, 2001, there were 3,866,244 shares of common
stock of the Corporation outstanding. Each outstanding share entitles the holder
thereof to one vote on each separate matter presented for vote at the meeting.
If the enclosed proxy is executed and returned, it may be revoked at any time
before it is exercised at the meeting. All shareholders are encouraged to date
and sign the enclosed proxy form, indicate their choice with respect to the
matters to be voted upon, and return it to the Corporation.

ELECTION OF DIRECTORS

The Board of Directors is divided into three classes, with the directors in each
class being elected for a term of three years. At the Annual Meeting of
Shareholders, four directors will be elected for terms ending with the annual
meeting of shareholders in 2004.

Except as otherwise specified in the proxy, proxies will be voted for election
of the four nominees named below. If a nominee becomes unable or unwilling to
serve, proxies will be voted for such other person, if any, as shall be
designated by the Board of Directors. However, the Corporation's management now
knows of no reason to anticipate that this will occur. Directors are elected by
a plurality of the votes cast, whether in person or by proxy, by holders of the
Corporation's common stock at the Annual Meeting of Shareholders,

provided a quorum (a majority of the shares entitled to be voted at the Annual
Meeting of Shareholders) is present or represented. Thus, the four nominees for
election as directors who receive the greatest number of votes cast will be
elected directors. Consequently, shares not voted, whether by withholding of
authority or otherwise, have no effect on the election of directors. If a proxy
is returned for such shares or they are represented in person at the Annual
Meeting of Shareholders, they will be counted toward the establishment of a
quorum.

Nominees for reelection and other current directors are listed below. Also shown
for each nominee and each other current director is his principal occupation for
the last five or more years, age and length of service as a director of the
Corporation and the Bank.

DIRECTOR NOMINEES
TERMS ENDING 2004

JAMES C. FABIANO (age 57) has been a director of Isabella Bank and Trust since
1979 and of the Corporation since 1988. He also serves as a director of IBT
Financial Services, Inc. Isabella Bank and Trust and IBT Financial Services,
Inc. are wholly owned subsidiaries of the Corporation. Mr. Fabiano is President
and CEO of Fabiano Brothers, Inc.

DAVID W. HOLE (age 63) has been a director of Isabella Bank and Trust since
1982. He has served on the board of the Corporation since 1988 and was elected
to the board of Farmers State Bank in 2000. He currently sits on the boards of
IBT Financial Services, Inc., IBT Title and IBT Loan Production. Farmers State
Bank, IBT Title and IBT Loan Production are wholly owned subsidiaries of the
Corporation. He also serves as President and CEO of Isabella Bank and Trust and
the Corporation.

L. A. JOHNS (age 72) has been a director of Isabella Bank and Trust since 1961
and was Chairman of the Board January 1997 to May 1998. He became a director of
the Corporation in 1988. Mr. Johns was nominated Chairman of the Corporation in
1995 and currently serves in that capacity. He is past President and CEO of the
Corporation and also of Isabella Bank and Trust.

DALE WEBURG (age 57) has been a director of Farmers State Bank since 1987. He
was appointed to the board of the Corporation in 2000. Mr. Weburg also serves as
a director of IBT Financial Services, Inc. and Farmers State Bank. Mr. Weburg is
President of Weburg Farms.

CURRENT DIRECTORS WHOSE
TERMS END IN 2003

FREDERICK L. BRADFORD (age 66) has been a director of Isabella Bank and Trust
since 1974 and Corporation since 1988. He also serves as director of IBT
Financial Services, Inc. Dr. Bradford is a dentist.

DEAN E. WALLDORFF (age 67) has been a director of Isabella Bank and Trust since
1982 and the Corporation since 1988. He is also a director on the board of IBT
Loan Production. Mr. Walldorff was the owner of Water Care Systems and retired
in the fall of 2000.

DENNIS P. ANGNER (age 44) was appointed director of Farmers State Bank and the
Corporation in 2000. He is also a director of IBT Title. Mr. Angner is currently
Executive Vice President of the Corporation and Senior Vice President and Chief
Financial Officer of Isabella Bank and Trust.

CURRENT DIRECTORS WHOSE
TERMS END IN 2002

GERALD D. CASSEL (age 66) has been a director of Isabella Bank and Trust since
1980 and the Corporation since 1988. He also serves as a director of IBT Loan
Production. Mr. Cassel is presently the Chairman of Isabella Bank and Trust. Mr.
Cassel is a Certified Public Accountant.

RONALD E. SCHUMACHER (age 63) has been a director of Isabella Bank and Trust
since 1984, and the Corporation since 1988. He is also a director of IBT
Financial Services, Inc. Mr. Schumacher is the President of A. Schumacher Sons.

ROBERT O. SMITH (age 69) has been a director of Isabella Bank and Trust since
1984 and Corporation since 1988. Mr. Smith was Vice President of Isabella Bank
and Trust until his retirement.

HERBERT C. WYBENGA (age 65) has been a director of Farmers State Bank since 1990
and Isabella Bank and Trust since 2000. Mr. Wybenga is also a director of the
Corporation, appointed in 2000. He is currently Chairman, President and CEO of
Farmers State Bank.

Each of the directors has been engaged in their stated occupations for more than
five years. The principal occupations of Dennis P. Angner and David W. Hole are
with Isabella Bank and Trust, and Herbert C. Wybenga is with Farmers State Bank
of Breckenridge. Other executive officers of the Corporation include: Richard J.
Barz, Executive Vice President of Isabella Bank and Trust, who is 52 years old
and has been employed by the Corporation since 1972; and Mary Ann Breuer, Senior
Vice President and Cashier of Isabella Bank and Trust, who is 61 years old and
has been employed by the Corporation since 1959. All officers of the Corporation
serve at the pleasure of the Board of Directors.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

The Board of Directors of the Corporation met 14 times during 2000. All
incumbent directors attended 75% or more of the meetings held in 2000. The Board
of Directors has an Audit Committee and a Nominating Committee.

The Audit Committee is composed of independent directors who meet the
requirements for independence as defined in Rule 4200(a)(15) of the National
Association of Securities Dealers' listing standards. Information regarding the
functions performed by the Committee, its membership, and the number of meetings
held during the year, is set forth in the "Report of the Audit Committee"
included elsewhere in this annual proxy statement. The Audit Committee is
governed by a written charter approved by the Board of Directors. A copy of this
charter is included in Appendix A.

The Corporation has a standing Nominating Committee. The Committee consists of
directors Cassel, Smith and Wybenga. Shareholders who wish to recommend nominees
should submit their nominations in writing to the Secretary of the Corporation.
Recommendations for the 2002 Annual Meeting of Shareholders should be delivered
no later than December 13, 2001.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Corporation's financial reporting process on
behalf of the Board of Directors. The Committee consists of directors
Schumacher, Cassel, Smith, Walldorff and Weburg. Management has the primary
responsibility for the financial statements and the reporting process including
the systems of internal controls. In fulfilling its oversight responsibilities,
the Committee reviewed the audited financial statements in the Annual Report
with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.

The Committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted auditing principles, their judgments as to the quality,
not just the acceptability, of the Corporation's accounting principles and such
other matters as are required to be discussed with the Committee under SAS 61.
In addition, the Committee has discussed with the independent auditors the
auditors' independence from management and the Corporation including the matters
in the written disclosures required by the Independence Standards Board Standard
No. 1 and considered the compatibility of nonaudit services with the auditors'
independence.

The Committee discussed with the Corporation's internal and independent auditors
the overall scope and plans for their respective audits. The Committee meets
with the internal and independent auditors, with and without management present,
to discuss the results of their examinations, their evaluations of the
Corporation's internal controls and the overall quality of the Corporation's
financial reporting. The Committee held five meetings during the fiscal year
2000, and all directors attended 75% or more of the meetings held in 2000.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial

statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2000 for filing with the Securities and Exchange Commission. The
Committee and the Board have also approved the reappointment of the
Corporation's independent auditors.

Ronald E. Schumacher, Chairman
Gerald D. Cassel
Robert O. Smith
Dean E. Walldorff
Dale Weburg

EXECUTIVE OFFICERS

Executive Officers of the Corporation are compensated by Isabella Bank and Trust
or Farmers State Bank. They do not receive any compensation directly from the
Corporation except for director fees paid to members of the Corporation's Board
of Directors. There were no other executive officers of the Corporation whose
annual compensation exceeded $100,000 for the periods indicated.

The Corporation generally maintains a conservative level of perquisites and
personal benefits. The dollar value of perquisites and personal benefits
provided to the named executive officer does not exceed 10% of his annual
compensation.

SUMMARY COMPENSATION TABLE

ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY (1) COMPENSATION (2)

David W. Hole, President and 2000 $192,050 $ 5,408
CEO of IBT Bancorp and Isabella 1999 170,025 18,076
Bank and Trust 1998 153,400 14,950

Richard J. Barz, Vice President 2000 $110,475 $4,071
of IBT Bancorp and Executive 1999 94,400 5,638
Vice President of Isabella Bank 1998 92,000 2,666
and Trust

Dennis P. Angner, Executive Vice 2000 $106,425 $4,094
President and Treasurer of IBT 1999 89,400 5,080
Bancorp and Senior Vice President 1998 87,000 3,296
and CFO of Isabella Bank and Trust

Herbert C. Wybenga, Vice President 2000 $104,808 $7,066
of IBT Bancorp and Chairman,
President and CEO of Farmers
State Bank (3)

(1) Includes compensation voluntarily deferred under the Corporation's 401K and
Non-qualified Deferred Salary Agreement and Board of Directors fees, paid
in cash or deferred under the Nonqualified Deferred Directors Compensation
Plan.

(2) The amounts shown represent contributions by the Corporation under its
Employee Stock Ownership Plan (ESOP), in which substantially all employees
participate, expenses related to a nonqualified supplemental Executive
Retirement Plan (ERP), and Farmers State Bank Employees Profit Sharing Plan
(EPSP). The amounts contributed are as follows:

Year ESOP ERP EPSP

David W. Hole 2000 $2,370 $3,038 ---
1999 3,259 14,817 ---
1998 1,352 13,598 ---

Richard J. Barz 2000 $1,572 $2,499 ---
1999 2,041 3,597 ---
1998 844 1,822 ---

Dennis P. Angner 2000 $1,485 $2,609 ---
1999 1,966 3,114 ---
1998 780 2,516 ---

Herbert C. Wybenga 2000 --- --- $7,066

(3) Not a named executive officer prior to 2000.

THE DEFINED BENEFIT PENSION PLAN

The Corporation sponsors a defined benefit pension plan. This plan was
originally adopted in 1973 and was substantially revised in 1989. Only employees
who have attained the age of 21 and who have worked more than 1000 hours in the
current plan year are eligible to participate.

Annual contributions are made to the plan as required by accepted actuarial
principles, applicable federal tax law, and expenses of operating and
maintaining the plan. The amount of contributions on behalf of any one
participant cannot be separately or individually computed.

Pension plan benefits are based on an average of a participant's five highest
years of compensation. A participant may earn a benefit for up to 35 years of
accredited service. Earned benefits are 100 percent vested after five years of
service. Benefit payments normally start when a participant reaches age 65. A
participant with more than five years of service may elect to take early
retirement benefits anytime after reaching age 55.

Benefits payable under early retirement are reduced actuarially for each month
prior to age 65 in which benefits begin.

The following table indicates estimated annual benefits payable upon normal
retirement for various compensation levels and years of service. Additional
benefits may be earned due to integration of social security benefits. The
amounts that may be earned are undeterminable until retirement.

Five Year
Average Years of Accredited Service
of Highest
Compensation 5 15 25 35
------------ -------- ---------- --------- ---------

$20,000 $ 900 $ 2,700 $ 4,500 $ 6,300
50,000 2,250 6,750 11,250 15,750
75,000 3,375 10,125 16,875 23,625
100,000 4,500 13,500 22,500 31,500
125,000 5,625 16,875 28,125 39,375
150,000 6,750 20,250 33,750 47,750
200,000 7,875 23,625 39,375 56,125

The amounts calculated under the plan's benefit formula assume a monthly payment
for life. A married participant will generally receive an actuarially reduced
monthly payment because the participant's surviving spouse will also receive
monthly payments for life after the participant's death. As of December 31,
2000, David W. Hole had 41 years, Richard J. Barz had 28 years, and Dennis P.
Angner had 17 years of credited service under the plan. Employees of Farmer's
State Bank were not eligible to participate in the plan until 2001.

REPORT ON EXECUTIVE COMPENSATION

All executive officers of the Corporation are also officers of one of the
Corporation's subsidiaries. Their service as officers of the Corporation is
generally incidental to their primary service as an officer of a subsidiary. The
executive officers of the Corporation, except for those who are entitled to
director fees, receive no compensation directly from the Corporation. Except for
the President of each subsidiary, the Corporation has delegated the authority
and responsibility for the setting of compensation to the Board of Directors of
each subsidiary. The compensation for the President of each subsidiary is
reviewed and approved by the Corporation's Board of Directors based on
recommendations from each subsidiary's Board of Directors.

The entire Board of Directors of the Corporation serves as a compensation
committee with Hole and Wybenga excused from the meetings where decisions with
respect to their own compensation are made. The Board of Directors has the
responsibility for establishing all formal employee benefit plans offered to
subsidiary employees.

The Board's approach to determining the annual salary of executive officers is
to offer competitive salaries in comparison with market practices. The Board
utilizes regional and national compensation surveys which provide salary ranges
for banks of similar size. Based on these surveys, the Board establishes salary
ranges for all job classifications. Factors used to decide where an executive
officer salary should be within the established range include the historical
financial performance, financial performance outlook, years of service, and job
performance. The salary paid to Hole and Wybenga was in the 50th to 75th
percentile in 2000, and in the 25th to 50th percentile in 1999 and 1998 of the
comparison group. The Board's primary consideration in where Hole and Wybenga's
salaries fit within the defined range was their years of service as President
and CEO and the Corporation exceeding its financial performance goals.

Respectfully submitted,
Dennis P. Angner Ronald E. Schumacher
Frederick L. Bradford Robert O. Smith
Gerald D. Cassel Dean E. Walldorff
James C. Fabiano Dale Weburg
David W. Hole Herbert C. Wybenga
L. A. Johns

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The entire Board of Directors serves as a Compensation Committee. Director Hole
is President and CEO of the Corporation and Isabella Bank and Trust, and
Director Wybenga is Chairman, President and CEO of Farmers State Bank. Neither
Hole nor Wybenga participates in any of the procedures which pertain to their
compensation or other related matters and they are excused from the meetings at
such times. Director Angner's compensation is set by Isabella Bank and Trust.
Mr. Angner is not a member of Isabella Bank and Trust's Board of Directors and
does not participate in the setting of his compensation.

REMUNERATION OF DIRECTORS

The Corporation paid $400 per board meeting to its directors during 2000 and
$175 per committee meeting attended. Directors of Isabella Bank and Trust are
paid $700 per board meeting and $175 per committee meeting they attend. Farmers
State Bank paid a retainer of $1600, $325 per board meeting, and $100 per
committee meeting they attended (provided the committee meeting was on a
non-board meeting day). Directors who are officers of a subsidiary are not paid
for attendance at committee meetings.

The Corporation sponsors a deferred compensation plan for directors (the
Directors' Plan). The Directors' Plan was adopted in 1984 and was substantially
revised in 1989 and 1996. Under the Directors' Plan, deferred directors' fees
are converted on a quarterly basis into stock units of the Corporation's common
stock. The fees are converted based on the

purchase price for a share of the Corporation's common stock under the
Corporation's Dividend Reinvestment Plan.

Pursuant to the terms of the Directors' Plan, directors of the Corporation and
its subsidiaries are required to defer at least 25% of their earned board fees.
The amount deferred under the terms of the plan in 2000 was $160,000, resulting
in 6,312 stock units being credited to participants' accounts. As of December
31, 2000, there were 102,149 stock units credited to participants' accounts.
Stock units credited to a participant's account are eligible for cash and stock
dividends as payable. All amounts deferred are unsecured claims against the
Bank's general assets. The net cost of this benefit to the Corporation was
$53,000 in 2000.

Distribution from the Directors' Plan occurs when the participant terminates
service with the Bank and/or attains age 65. Distributions may take the form of
shares of Corporation common stock equal to the number of stock units credited
to the participant's account, cash equal to the value of the stock units on the
date of distribution, or a combination of stock and cash. Any Corporation common
stock issued under the Directors' Plan will be considered restricted stock under
the Securities Act of 1933, as amended.

INDEBTEDNESS OF AND TRANSACTIONS WITH MANAGEMENT

Certain directors and officers of the Corporation and members of their families
were loan customers of the subsidiary banks, or have been directors or officers
of corporations, or partners of partnerships which have had transactions with
the subsidiary banks. In management's opinion, all such transactions are made in
the ordinary course of business and are essentially on the same terms, including
collateral and interest rates, as those prevailing at the same time for similar
transactions with other customers. These transactions do not involve more than a
normal credit risk. Total loans to these customers were $8,399,000 as of
December 31, 2000.

STOCK PERFORMANCE

The graph on the following page compares the cumulative total shareholder return
on Corporation Common Stock for the last five years with the cumulative total
return on (1) the NASDAQ Stock Market Index, which is comprised of all United
States common shares traded on the NASDAQ and (2) the NASDAQ Bank Stock Index,
which is comprised of bank and bank holding company common shares traded on the
NASDAQ over the same period. The graph assumes the value of an investment in the
Corporation and each index was $100 at January 1, 1996 and all dividends are
reinvested.

STOCK PERFORMANCE
FIVE-YEAR TOTAL RETURN

The dollar values for total shareholder return plotted in the graph above are
shown in the table below:

Comparison of Five Year Cumulative
Among IBT Bancorp, NASDAQ Stock Market,
and NASDAQ Bank Stocks

NASDAQ
Year IBT Bancorp NASDAQ Banks

01/01/96 100.0 100.0 100.0
12/31/96 123.9 122.9 129.8
12/31/97 172.3 151.5 281.2
12/31/98 229.3 211.3 196.0
12/31/99 273.1 393.2 184.4
12/31/00 305.9 234.2 225.8

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 26, 2001 there were no beneficial owners known to the Corporation
who beneficially owned more than 5% of the Corporation's common stock.

The following table sets forth certain information as of March 26, 2001 as to
the common stock of the Corporation owned beneficially by each director and by
all directors and executive officers of the Corporation as a group.

Amount and Nature
of Beneficial Ownership
-------------------------------------------
Sole Voting Shared Voting Percentage of
Name and Investment and Investment Common Stock
Owner Powers Powers Outstanding
- ----------------------- -------------- -------------- ---------------

Frederick L. Bradford 60,380 --- 1.56%
Gerald D. Cassel* 6,136 --- 0.16%
James C. Fabiano 155,043 --- 4.01%
David W. Hole* 9,706 3,430 0.34%
L. A. Johns 19,851 578 0.53%
Ronald Schumacher --- 24,988 0.65%
Robert O. Smith 8,631 3,387 0.31%
Dean Walldorff --- 9,771 0.25%
Dale Weburg 588 35,693 0.94%
Dennis Angner 7,003 307 0.19%
Richard Barz 8,447 --- 0.22%
Herbert Wybenga --- 5,396 0.14%

All Directors and Executive
Officers as a Group 280,385 86,510 9.49%

*Trustees of the ESOP who vote ESOP stock.

AS TO OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING

Management of the Corporation does not intend to bring any other business before
the meeting for action. However, if any other business should be presented for
action, it is the intention of the persons named in the enclosed form of proxy
to vote in accordance with their judgment on such business.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

The Board of Directors has reappointed Rehmann Robson, P.C. as independent
auditors of the Corporation for the year ending December 31, 2001.

A representative of Rehmann Robson, P.C., is expected to be present at the
Annual Meeting of Shareholders to respond to appropriate questions from
shareholders and to make any comments they believe appropriate.

SHAREHOLDER PROPOSALS

Any proposals which shareholders of the Corporation intend to present at the
next annual meeting of the Corporation must be received before December 13, 2001
to be considered for inclusion in the Corporation's proxy statement and proxy
form for that meeting. Proposals should be made in accordance with Securities
and Exchange Commission Rule 14a-8.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
directors and certain officers and persons who own more than ten percent of the
Corporation's common stock, to file with the SEC initial reports of ownership
and reports of changes in ownership of the Corporation's common stock. These
officers, directors, and greater than ten percent shareholders are required by
SEC regulation to furnish the Corporation with copies of these reports.

To the Corporation's knowledge, based solely on review of the copies of such
reports furnished to the Corporation, during the year ended December 31, 2000
all Section 16(a) filing requirements were satisfied, with respect to the
applicable officers, directors, and greater than 10 percent beneficial owners,
except that one report with respect to one sale transaction was filed late on
behalf of L. A. Johns. This inadvertent discrepancy was corrected promptly upon
being brought to L. A. Johns' attention.

OTHER MATTERS

The cost of soliciting proxies will be borne by the Corporation. In addition to
solicitation by mail, officers and other employees of the Corporation may
solicit proxies by telephone or in person, without compensation other than their
regular compensation.

By order of the Board of Directors

Mary Ann Breuer, Secretary

APPENDIX A

CHARTER OF IBT BANCORP
AUDIT COMMITTEE

ORGANIZATION

The Audit Committee of IBT Bancorp is appointed by the Chairman of the Board and
reports to the Board of Directors of IBT Bancorp.

The Audit Committee shall be composed of at least three directors who are
independent of the management of the Corporation and are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgment as a committee member. All members
of the Committee shall have a working familiarity with basic finance and
accounting practices and at least one member shall have financial management
expertise.

The Committee may ask members of senior management or others to attend meetings
and provide pertinent information as necessary.

STATEMENT OF POLICY

The Audit Committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders,
outside auditors, government agencies, and investment community relating to
corporate accounting, reporting practices of the Corporation, and the quality
and integrity of the financial reports of the Corporation. In so doing, it is
the responsibility of the Audit Committee to maintain free and open means of
communication between the directors, the independent auditors, the internal
auditors, and the senior management of the Corporation.

RESPONSIBILITIES

In carrying out its responsibilities, the Audit Committee will:

1. Meet four (4) times each year or more frequently as circumstances require.
The committee may ask members of management or others to attend the
meeting and provide pertinent information as necessary.

2. Evaluate the selection and retention of the outside auditors and recommend
to the Board of Directors the outside auditors to be selected to audit the
financial statements of the Corporation and its subsidiaries. The outside
auditor is ultimately responsible to the Board of Directors and the Audit
Committee, as representatives of the shareholders. In connection with this
duty, the Committee shall receive on an annual basis a written statement
from the outside auditor detailing all relationships between the outside
auditor and the Corporation. The Committee shall review services performed

by the outside auditor and the impact that these services may have on the
independence of the outside auditor.

3. Meet with the outside auditors and senior management of the Corporation to
review the scope of the proposed audit for the current year and the audit
procedures to be utilized, and at the conclusion thereof, review the
audit, including any comments or recommendations of the outside auditors.

4. Review with the outside auditors, the Corporation's internal auditor, and
senior management, the adequacy, effectiveness, and quality of the
accounting and financial controls of the Corporation, and elicit any
recommendations for the improvement of internal control procedures or
particular areas where new or more detailed controls or procedures are
desirable. Further, the Committee periodically should review corporate
policy statements to determine their adherence to the code of conduct.

5. Review filings with the SEC and other published documents containing the
Corporation's financial statements and consider whether the information
contained in these documents is consistent with the information contained
in the Corporation's internal financial statements.

6. Review the internal audit function of the Corporation's bank subsidiaries
including the independence and authority of its reporting obligations, the
proposed audit plans for the coming year, and the coordination of such
plans with the independent auditors.

7. Review with internal audit, a summary of findings from completed internal
audits of the Corporation's non-bank subsidiaries. All Audit Committee
minutes from the Corporation's bank subsidiaries will be reviewed.

8. Review the financial statements contained in the annual report to
shareholders with senior management and the outside auditors to determine
that the outside auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders. Any changes
in accounting principles should be reviewed.

9. Provide sufficient opportunity for the internal and outside auditors to
meet with the members of the Audit Committee without members of management
present.

10. Submit the minutes of all meetings of the Audit Committee to, or discuss
the matters discussed at each meeting with, the Board of Directors.

11. Investigate any matters brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.

12. Review and, if necessary, update the Committee's charter annually.

IBT BANCORP PROXY
200 East Broadway
Mt. Pleasant, MI 48858

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gerald D. Cassel, Ronald E. Schumacher, and
Robert O. Smith as Proxies, each with the power to appoint his/her substitute,
and hereby authorizes them to represent and to vote as designated below, all the
shares of Common Stock of IBT Bancorp held of record by the undersigned on April
2, 2001 at the annual meeting of shareholders to be held May 8, 2001 or any
adjournments thereof.

ELECTION OF DIRECTORS:

FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO VOTE [ ]
EXCEPT AS MARKED TO THE FOR ALL NOMINEES LISTED
CONTRARY BELOW

(INSTRUCTION: To withhold authority to vote for any individual nominee, circle
the nominee's name in the list below.)

James C. Fabiano L. A. Johns
David W. Hole Dale Weburg

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED TO ELECT ALL NOMINEES. The shares represented by this proxy will be voted
in the discretion of the proxies on any other matters which may come before the
meeting.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

Dated:__________________________, 2001 _________________________________
Please mark, sign, date and return Signature
Proxy card promptly using the
enclosed envelope. _________________________________
Signature (if held jointly)