þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this form 10-K. {þ}

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

The aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant as of June 30, ~~2005:~~2006:

The number of shares outstanding of the issuer’s classes of common stock as of February ~~9, 2006:~~12, 2007:

Portions of the proxy statement for the annual shareholders meeting to be held April ~~17, 2006~~

S&T Bancorp, Inc. (“S&T”; references to “we” or “us” refers to S&T, including on a consolidated basis with our subsidiaries where appropriate) was incorporated on March 17, 1983 under the laws of the Commonwealth of Pennsylvania as a bank holding company and has two wholly owned subsidiaries, S&T Bank and 9th Street Holdings, Inc. S&T owns a one-half interest in Commonwealth Trust Credit Life Insurance Company (“CTCLIC”). S&T is registered as a financial holding company with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (“BHCA”).

As of December 31, ~~2005,~~2006, S&T had approximately ~~$3.2~~$3.3 billion in total assets, ~~$352.4~~$339.1 million in total shareholder’s equity and ~~$2.4~~$2.6 billion in total deposits. S&T Bank deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the maximum extent provided by law.

S&T Bank is a full service bank with its Main Office at ~~43 South Ninth~~800 Philadelphia Street, Indiana, Pennsylvania, providing service to its customers through a branch network of 5049 offices located in Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson and Westmoreland counties of Pennsylvania.

S&T Bank’s services include accepting time and demand deposit accounts, originating commercial and consumer loans, providing letters of credit, offering discount brokerage services, personal financial planning, credit card services and insurance products. Management believes that S&T Bank has a relatively stable deposit base and no material amount of deposits isare obtained from a single depositor or group of depositors (including federal, state and local governments). S&T Bank has not experienced significant fluctuations in deposits.

Total wealth management assets under management were approximately ~~$1.2~~$1.4 billion at December 31, ~~2005.~~2006. Wealth ~~Management Services~~management services include services as executor and trustee under wills and deeds, as guardian and custodian of employee ~~benefit~~benefits and other trusts and brokerage services.

S&T Bank has four wholly owned subsidiaries, S&T Insurance Group, LLC, S&T Bancholdings, Inc., S&T Professional Resources Group, LLC and Stewart Capital Advisors, LLC. In May 2002, S&T Professional Resources Group, LLC was formed to market software developed by S&T. In August 2002, S&T Bancholdings, Inc. was formed as an investment holding company. In August 2002, S&T Bank acquired Evergreen Insurance Associates, Inc., a multi-line insurance agency with a client base of approximately 2,000 customers in Pennsylvania, Maryland and West Virginia. Evergreen Insurance Associates, Inc. was merged into Evergreen Acquisition, LLC, with a resulting name change to Evergreen Insurance Associates, LLC (“Evergreen”), a wholly owned subsidiary of S&T Insurance Group, LLC. Evergreen provides insurance programs structured to the individual needs of its customers, and offers a full line of commercial property and casualty insurance, group life and health coverage, employee benefit solutions as well as personal insurance. ~~In September 2005,~~ Stewart Capital Advisors, LLC, ~~was~~ formed asin August 2005, is a registered investment advisor ~~to provide financial planning~~that manages private investment accounts for individuals and ~~investment advisory services to high net worth customers.~~institutions and advises the Stewart Capital Mutual Funds.

As of December 31, ~~2005,~~2006, S&T Bank and subsidiaries had ~~789~~790 full-time equivalent employees. S&T provides a variety of employment benefits and considers its relationship with its employees to be good.

All reports filed electronically by S&T with the United States Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and our annual proxy statements, as well as any amendments to those reports, are

accessible at no cost on our website at www.stbancorp.com. These filings are also accessible on the SEC’s website at www.sec.gov. You may also read and copy any material S&T files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

S&T and S&T Bank are each extensively regulated under ~~both~~ federal and state law. The following describes certain aspects of such regulation and does not purport to be a complete description of all regulations that affect S&T or all aspects of such regulations.

To the extent statutory or regulatory provisions are described, the description is qualified in its entirety by reference to the particular statutory or regulatory provisions. Proposals to change the laws and regulations governing the banking industry are frequently raised in Congress, in state legislatures and before the various bank regulatory agencies. The likelihood and timing on any changes and the impact such changes might have on S&T or S&T Bank are impossible to determine with any certainty.

Any change in applicable laws or regulations, or in the way such laws or regulations are interpreted by regulatory agencies or courts, may have a material impact on our business, operations and earnings.

S&T is a bank holding company subject to regulation under the BHCA, and the examination and reporting requirements of the ~~Board of Governors of the~~ Federal Reserve ~~Board~~System (the “Federal Reserve Board”). Under the BHCA, a bank holding company may not directly or indirectly acquire ownership or control of more than five (5) percent of the voting shares or substantially all of the assets of any additional bank, or merge or consolidate with another bank holding company, without the prior approval of the Federal Reserve Board. S&T has received such approvals from the Federal Reserve Board for the following passive ownership positions:

S&T also is subject to the supervision and regulation of the Pennsylvania Department of Banking (“PADB”). S&T ~~became~~elected to become a financial holding company under the BHCA ~~as amended by the Gramm-Leach-Bliley Act~~in 2001 and thereby engage in a broader range of ~~1999 (“GLB”) in 2001.~~financial and other activities than are permissible for traditional bank holding companies. In order to qualify and maintain its status as a financial holding company, ~~all~~the depository institutions controlled by ~~the bank holding company~~S&T must ~~be well capitalized~~remain “well capitalized” and ~~well managed,~~“well managed” (as defined in federal law), and have at least a “satisfactory” Community Reinvestment Act (“CRA”) rating. S&T and S&T Bank currently satisfy these criteria. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board. The ~~GLB defines~~BHCA identifies several activities as “financial in nature” ~~to include~~including, among others, securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and sales agency; investment advisory activities; merchant banking activities; and activities that the Federal Reserve Board has

determined to be closely related to ~~banking.~~banking or a proper incident thereto. Banks also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance

company portfolio investment, real estate development and real estate investment, through a financial subsidiary of the bank, if the bank is well capitalized, well managed and has at least a “satisfactory” CRA rating. ~~The GLB also establishes a system~~

If S&T Bank ceases to be “well capitalized” or “well managed,” S&T will not be in compliance with the requirements of ~~functional regulation, under which~~ the ~~federal banking agencies will regulate the banking activities of~~BHCA regarding financial holding ~~companies and banks’~~companies. If a financial ~~subsidiaries, the SEC will regulate their securities activities and state insurance regulators will regulate their insurance activities. In addition, rules developed~~holding company is notified by the ~~federal banking agencies pursuant~~Federal Reserve Board of such a change in the ratings of any of its subsidiary banks, it must take certain corrective actions within specified time frames. Furthermore, if S&T Bank were to receive a CRA rating under the ~~GLB require disclosure~~Community Reinvestment Act of ~~privacy policies~~less than “satisfactory,” then S&T would be prohibited from engaging in new activities or acquiring companies other than bank holding companies, banks or savings associations until the rating is raised to ~~consumers and in some circumstances, allow consumers to prevent the disclosure of certain personal information to nonaffiliated third parties.~~“satisfactory” or better.

S&T is presently engaged in nonbanking activities through the following six entities: 9th Street Holdings, Inc., S&T Bancholdings, Inc., CTCLIC, S&T Insurance Group, LLC, S&T Professional Resources Group, LLC and Stewart Capital Advisors, LLC. 9th Street Holdings, Inc. was formed in June 1988 and S&T Bancholdings, Inc. was formed in August 2002 to hold and manage a group of investments previously owned by S&T Bank and to give S&T additional latitude to purchase other investments. CTCLIC, which is a joint venture with another financial institution, acts as a reinsurer of credit life, accident and health insurance policies sold by S&T Bank and the other institution. S&T Insurance Group, LLC distributes high-quality life insurance and long-term disability income insurance ~~products through Evergreen Insurance Associates, LLC.~~products. During 2002, S&T Insurance Group, LLC expanded into the property and casualty insurance business with the acquisition of Evergreen Insurance Associates, LLC. S&T Professional Resources Group, LLC markets software developed by S&T. Stewart Capital Advisors, LLC, ~~was~~ formed ~~September 1,~~in August 2005, ~~to act as~~is a registered investment ~~advisor.~~

~~There are a number of obligations~~advisor that manages private investment accounts for individuals and restrictions imposed on financial holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and toadvises the FDIC insurance funds in the event the depository institution becomes in danger of default or in default. For example, under a policy of the Federal Reserve Board with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so otherwise.Stewart Capital Mutual Funds.

As a state-chartered, commercial bank, the deposits of which are insured by ~~the Bank Insurance Fund (“BIF”) of~~ the FDIC, S&T Bank is subject to the supervision and regulation of the PADB and the FDIC. S&T Bank also is subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types, amount and terms and conditions of loans that may be granted, and limits on the type of other activities in which S&T Bank may engage and the investments it may make.

S&T Bank also is subject to federal laws that limit the amount of transactions between itself and S&T or S&T’s nonbank subsidiaries. Under these provisions, transactions by a bank with its parent company or any nonbank affiliate generally are limited to 10 percent of the bank subsidiary’s capital and surplus or 20 percent in the aggregate. Further, loans and extensions of credit generally are required to be secured by eligible collateral in specified amounts. ~~The GLB~~Federal law also imposes similar restrictions on transactions between a bank and its financial subsidiaries. A bank, such as S&T Bank, is prohibited from purchasing any “low quality” asset from an affiliate. S&T Bank is in compliance with these provisions.

The deposits of S&T Bank are insured up to applicable limits per insured depositor by the ~~Bank Insurance Fund (“BIF”) of the~~ FDIC. As an FDIC-insured bank, S&T Bank also is subject to FDIC insurance assessments. ~~Currently,~~As a result of the ~~amount~~Federal Deposit Insurance Reform Act of 2005, the FDIC ~~assessments~~adopted a revised risk-based assessment system to determine assessment rates to be paid by ~~individual insured depository~~member institutions ~~ranges~~such as S&T Bank. Under this revised assessment system, risk is defined and measured using an institution’s supervisory ratings with certain other risk measures, including certain financial ratios. The annual rates for 2007 for

institutions in risk category I range from ~~zero~~5 to ~~$0.27 per $100~~7 basis points, [the rate for institutions in risk category II is 10 basis points and the rate for institutions in risk category III is 28 basis points]. These rates may be offset by a one time assessment credit held by an institution, based on the assessment base of that institution as of December 31, 1996, and in the future by dividends that may be declared by the FDIC if the deposit reserve ratio increases above a certain amount. The FDIC may raise or lower these assessment rates based on various factors to achieve a reserve ratio, which the FDIC currently has set at 1.25 percent of insured deposits, based on their relative risk to the deposit insurance funds, as measured by the institutions’ regulatory capital position and other supervisory factors. S&T Bank currently pays the lowest premium rate based upon this risk assessment. However, the FDIC retains the ability to increase regular assessments and to levy special additional assessments.deposits.

In addition to deposit insurance fund assessments, ~~beginning in 1997,~~ the FDIC ~~assessed BIF-assessable and Savings Association Insurance Fund (“SAIF”)-assessable~~assesses all insured deposits a special assessment to fund the repayment of debt obligations of the Financing Corporation ~~(“FICO”)~~(FICO). FICO is a government-sponsored entity that was formed to borrow the money necessary to carry out the closing and ultimate disposition of failed thrift institutions by the Resolution Trust Corporation. At December 31, ~~2005,~~2006, the ~~current~~ annualized rate established by the FDIC for ~~both BIF-assessable and SAIF-assessable deposits~~the FICO assessment was ~~1.34~~1.24 basis points ~~(hundredths~~per $100 of ~~one percent).~~insured deposits.

Under federal law, deposits and certain claims for administrative expenses and employee compensation against insured depository institutions are afforded a priority over other general unsecured claims against such an institution, including federal funds and letters of credit, in the liquidation or other resolution of such an institution by any receiver appointed by regulatory authorities. Such priority creditors would include the FDIC.

On February 1, 2006, the FDIC Reform Act of 2005 was enacted by Congress. This legislation, among other changes, will merge the BIF and SAIF into one fund, increase insurance coverage for retirement accounts to $250,000 and index the deposit levels for inflation.

The Federal Reserve Board and the FDIC have issued substantially similar risk-based and leverage capital guidelines applicable to banking organizations they supervise. Under the risk-based capital requirements, both S&T and S&T Bank generally are required to maintain a minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) of 8.00 percent. At least half of the total capital must be composed of common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles (“Tier 1 capital”). The remainder may consist of certain subordinated debt, certain hybrid capital instruments and other qualifying preferred stock, and a limited amount of the loan loss allowance (“Tier 2 capital” and, together with Tier 1 capital, “Total capital”). At December 31, ~~2005,~~2006, S&T’s Tier 1 and Total capital ratios were ~~10.52~~9.68 percent and ~~12.09~~11.93 percent, respectively, and the ratios of Tier 1 capital and Total capital to total risk-adjusted assets for S&T Bank were ~~9.57~~8.54 percent and ~~10.89~~10.64 percent, respectively.

In addition, each of the federal bank regulatory agencies has established minimum leverage capital ratio requirements for banking organizations. These requirements provide for a minimum leverage ratio of Tier 1 capital to adjusted average quarterly assets equal to 3.00 percent for bank and bank holding companies that meet certain specified criteria, including that they have the highest regulatory rating and are not experiencing significant growth or expansion. All other banks and bank holding companies generally are required to maintain a leverage ratio of at least 100 to 200 basis points above the stated minimum. At December 31, ~~2005,~~2006, S&T’s leverage ratio was ~~9.50~~8.84 percent, and S&T Bank’s leverage ratio was ~~8.61~~7.74 percent.

Both the Federal Reserve ~~Board’s~~Board and the FDIC’s risk-based capital standards explicitly identify concentrations of credit risk and the risk arising from non-traditional activities, as well as an institution’s ability to manage these risks, as important factors to be taken into account by the agency in assessing an institution’s overall capital adequacy. The capital guidelines also provide that an

institution’s exposure to a decline in the economic value of its capital due to changes in interest rates be considered by the agency as a factor in evaluating a bank’s capital adequacy. The Federal Reserve Board also has issued additional capital guidelines for certain bank holding companies that engage in trading activities. S&T does not believe that consideration of these additional factors will affect the regulators’ assessment of S~~&T’s~~&T or S&T Bank’s capital position.

S&T is a legal entity separate and distinct from its banking and other subsidiaries. A substantial portion of S&T’s revenues consist of dividend payments it receives from S&T Bank. S&T Bank, in turn, is subject to state laws and regulations that limit the amount of dividends it can pay to S&T. In addition, both S&T and S&T Bank are subject to various general regulatory policies relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Federal Reserve Board has indicated that banking organizations should generally pay dividends only if (1) the organization’s net income available to common shareholders over the past year has been sufficient to fund fully the dividends and (2) the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality and overall financial condition. S&T does not expect that any of these laws, regulations or policies will materially influence S~~&T’s~~&T or S&T Bank’s ability to pay dividends. During the year ended December 31, ~~2005,~~2006, S&T Bank paid ~~$29.3~~$30.0 million in cash dividends to S&T.

There are a number of obligations and restrictions imposed on bank holding companies such as S&T and its depository institution subsidiary by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the FDIC insurance funds in the event the depository institution becomes in danger of default or in default. Under ~~the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”)~~current federal law for example, the federal banking agencies possess broad powers to take prompt corrective action to resolve problems of insured depository institutions. The extent of these powers depends upon whether the institution in question is “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” as defined by the law. Under regulations established by the federal banking agencies, a “well capitalized” institution must have a Tier 1 capital ratio of at least 6.00 percent, a Total capital ratio of at least 10.00 percent and a leverage ratio of at least 5.00 percent and not be subject to a capital directive order. An “adequately capitalized” institution must have a Tier 1 capital ratio of at least 4.00 percent, a Total capital ratio of at least 8.00 percent and a leverage ratio of at least 4.00 percent, or 3.00 percent in some cases. As of December 31, ~~2005,~~2006, S&T Bank was classified as “well capitalized.” The classification of depository institutions is primarily for the purpose of applying the federal banking agencies’ prompt corrective action provisions and is not intended to be and should not be interpreted as a representation of overall financial condition or prospects of any financial institution.

The federal banking agencies’ prompt corrective action powers (which increase depending upon the degree to which an institution is undercapitalized) can include, among other things, requiring an insured depository institution to adopt a capital restoration plan which cannot be approved unless guaranteed by the institution’s parent company; placing limits on asset growth and restrictions on activities, including restrictions on transactions with affiliates; restricting the interest rates the institution may pay on deposits; prohibiting the payment of principal or interest on subordinated debt; prohibiting the holding company from making capital distributions without prior regulatory approval; and, ultimately, appointing a receiver for the institution. Among other things, only a “well capitalized” depository institution may accept brokered deposits without prior regulatory approval. In addition to the foregoing, current Federal Reserve Board policy with respect to bank holding company operations requires a bank holding company to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so otherwise.

~~As required by FDICIA, the~~The federal banking agencies also have adopted guidelines prescribing safety and soundness standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to

~~systems and practices to~~ identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. In addition, the agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not in compliance with any of such safety and soundness standards to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the prompt corrective action provisions described above.

The enforcement powers available to federal banking agencies are substantial and include, among other things and in addition to other powers described herein, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banks and bank holding companies and “institution affiliated parties,” as defined in the Federal Deposit Insurance Act (“FDIA”). In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities.

The PADB also has broad enforcement powers over S&T Bank, including the power to impose fines and other civil and criminal penalties, and to appoint a conservator or receiver.

The BHCA currently permits bank holding companies from any state to acquire banks and bank holding companies located in any other state, subject to certain conditions, including certain nation-wide and state-imposed deposit concentration limits. S&T Bank has the ability, subject to certain restrictions, to acquire by acquisition or merger, branches of banks located outside of Pennsylvania, its home state. The establishment of de novo interstate branches is also possible in those states where expressly permitted. Once a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under applicable federal or state law.

In connection with its lending activities, S&T Bank is subject to a number of federal laws designed to protect borrowers and promote lending to various sectors of the economy and population. These include the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Fair Credit Reporting Act and the Community Reinvestment Act (the ~~“CRA.”~~“CRA”). In addition, rules developed by the federal banking agencies pursuant to federal law require disclosure of privacy policies to consumers and in some circumstances, allow consumers to prevent the disclosure of certain personal information to nonaffiliated third parties.

The CRA requires the appropriate federal banking agency, in connection with its examination of a bank, to assess the bank’s record in meeting the credit needs of the communities served by the bank, including low and moderate-income neighborhoods. Furthermore, such assessment also is required of any bank that has applied, among other things, to merge or consolidate with or acquire the assets or assume the liabilities of an insured depository institution, or to open or relocate a branch office. In the case of a bank holding company (including a financial holding company) applying for approval to acquire a bank or bank holding company, the Federal Reserve Board will assess the record of each subsidiary bank of the applicant bank holding company in considering the application. Under the

CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to ~~improve,”~~improve” or “unsatisfactory.” S&T Bank was rated “satisfactory” in its most recent CRA evaluation.

S&T Bank is subject to the Bank Secrecy Act and its implementing regulations and other anti-money laundering laws and regulations, including the USA PATRIOT Act of 2001. Among other things, these laws and regulations require S&T Bank to take steps to prevent the use of S&T Bank to facilitate the flow of illegal or illicit money, to report large currency transactions and to file suspicious activity reports. S&T Bank also is required to develop and implement a comprehensive anti-money laundering compliance program. Banks also must have in place appropriate “know your customer” policies and procedures. Violations of these requirements can result in substantial civil and criminal sanctions. In addition, provisions of the USA PATRIOT Act require the federal financial institution regulatory agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions.

S&T Bank competes with other local, regional and national financial service providers, such as other financial holding companies, commercial banks, savings associations, credit unions, finance companies and brokerage and insurance firms. The financial service industry is likely to become more competitive as further technological advances enable more companies to provide financial services on a more efficient and convenient basis.

The Sarbanes-Oxley Act of 2002 comprehensively revised the laws affecting corporate governance, accounting obligations and corporate reporting for companies, such as S&T, with equity or debt securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”). In particular, the Sarbanes-Oxley Act established: (1) new requirements for audit committees, including independence, expertise, and responsibilities; (2) requirements with respect to the establishment and evaluation of disclosure controls and procedures and internal control over financial reporting, and the audit of internal control over financial reporting; (3) additional responsibilities for the Chief Executive Officer and Chief Financial Officer of the reporting company with respect to financial statements and other information included in Exchange Act reports; (4) new standards for auditors and regulation of audits; (5) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (6) new and increased civil and criminal penalties for violations of the securities laws.

Investments in S&T common stock involve risk. The following discussion highlights risks management believes are material for our company, but does not necessarily include all risks that S&T may face.

The market price of S&T common stock may fluctuate significantly in response to a number of factors, including:

changes in securities analysts’ estimates of financial performance

volatility of stock market prices and volumes

changes in market valuations of similar companies

~~changes in interest rates since net interest income comprises the majority of our revenue and is significantly influenced by changes in interest rates~~

new products or services offered in the banking and/or financial services industries

variations in quarterly or annual operating results

~~PAGE 9~~

~~Item 1A. RISK FACTORS — continued~~

new litigation

~~regulatory actions including new laws and regulations and continued compliance with existing laws and regulation~~

changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies

If S&T does not adjust to changes in the financial services industry, its financial performance may suffer.

S&T’s ability to maintain its history of strong financial performance and return on investment to shareholders will depend in part on its ability to expand its scope of available financial services to its customers. In addition to other banks, competitors include security dealers, brokers, mortgage bankers, investment advisors, and finance and insurance companies. The increasingly competitive environment is, in part, a result of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial service providers.

PAGE 9

Item 1A. RISK FACTORS — continued

Future governmental regulation and legislation could limit our growth.

S&T is subject to extensive state and federal regulation, supervision and legislation that govern nearly every aspect of our operations. Changes to these laws could affect our ability to deliver or expand our services and diminish the value of our business. See “Supervision and Regulation” for additional information.

~~Changes~~Interest rate movements impact the earnings of S&T.

S&T is exposed to interest rate risk, through the operations of its banking subsidiary, since substantially all of S&T Bank’s assets and liabilities are monetary in nature. Interest rate risk arises from market driven fluctuations in interest rates ~~could reduce~~that affect cash flows, income, expense and ~~cash flow.~~

value of financial instruments. S~~&T’s~~&T Bank’s earnings, like that of most financial institutions, largely depend on net interest income, ~~and cash flow depends to a great extent on~~which is the difference between the interest income earned on interest-earning assets, such as loans and investments, and the interest expense paid on interest-bearing liabilities, such as deposits and borrowings. In an increasing interest rate environment, the cost of funds is expected to increase more rapidly than the interest earned on the loans and securities because the primary source of funds are deposits with generally shorter maturities than the maturities on loans and investment ~~securities,~~securities. This causes the net interest rate spread to compress and negatively impact S&T Bank’s profitability.

S&T’s business strategy includes growth plans through internal growth and acquisitions. Our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

S&T intends to continue pursuing a profitable growth strategy. Our prospects must be considered in light of the ~~interest paid~~risks, expenses and difficulties frequently encountered by companies in growth stages of development. We cannot assure you that we will be able to expand our market presence in our existing markets or successfully enter new markets or that any such expansion will not adversely affect our results of operations. Failure to manage our growth effectively could have a material adverse effect on ~~deposits~~our business, future prospects, financial condition or results of operations and could adversely affect our ability to successfully implement our business strategy. Also, if we grow more slowly than anticipated, our operating results could be materially adversely affected.

Our ability to grow successfully will depend on a variety of factors including the continued availability of desirable business opportunities, the competitive responses from other ~~borrowings. Interest rates~~financial institutions in our market areas and our ability to manage our growth. While we believe we have the management resources and internal systems in place to successfully manage our future growth, there can be no assurance that growth opportunities will be available or that growth will be successfully managed.

Downturn in the local economies may adversely affect our business.

S&T’s business is concentrated in the western-Pennsylvania area. As a result, its financial condition, results of operations and cash flows are ~~beyond our control, and they fluctuate~~subject to changes if there are changes in ~~response to general~~the economic conditions in this area. A prolonged period of economic recession or other adverse economic conditions in this area could have a negative impact on S&T. S&T can provide no assurance that conditions in its market area economies will not deteriorate in the future and the policies of various governmental and regulatory agencies, in particular, the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the purchase of investments, the generation of deposits and the rates receivedthat such deterioration would not have a material adverse effect on loans and investment securities and paid on deposits. Although increases in interest rates would result in additional interest income from each new loan made or serviced, the number of new loans is likely to decrease as interest rates rise. Any revenue reductions from fewer loans and increased interest expense paid in connection with borrowed funds and deposits may not be offset by the higher income as a result of increased interest rates.S&T.

Item 1B. UNRESOLVED STAFF COMMENTS

There were no unresolved comments received from the ~~Securities and Exchange Commission~~SEC regarding S&T’s periodic or current reports within the last 180 days prior to December 31, ~~2005.~~2006.

PAGE 10

Item 2. PROPERTIES

S&T operates 5049 banking offices in Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson, Westmoreland and surrounding counties in Pennsylvania.

S&T owns land and banking offices at the following locations:


133 Philadelphia Street Armagh, PA 15920	205 East Market Street Blairsville, PA 15717	111 Resort Plaza Drive Blairsville, PA 15717	456 Main Street Brockway, PA 15824

256 Main Street Brookville, PA 15825	209 Allegheny Boulevard Brookville, PA 15825	100 South Chestnut Street Derry, PA 15627	410 Main Street Clarion, PA 16214

650 Main Street Clarion, PA 16214	85 Greensburg Street Delmont, PA 15626	200 Patchway Road Duncansville, PA 16635	614 Liberty Boulevard DuBois, PA 15801

Coral Reef & Crooked Island Roads DuBois, PA 15801	35 West Scribner Avenue DuBois, PA 15801	34 North Main Street Homer City, PA 15748	420 Pleasantview Drive & Armstrong Street Ford City, PA 16226

920 Fifth Avenue Ford City, PA 16226	701 East Pittsburgh Street Greensburg, PA 15601	~~Route 119 and~~ 225 Lucerne Road Lucernemines, PA 15754	2175 Route 286 South Indiana, PA 15701

100 South Fourth Street Youngwood, PA 15697	501 Philadelphia Street Indiana, PA 15701	2190 Hulton Road Verona, PA 15147	4385 Old Wm. Penn Hwy Monroeville, PA 15146

4251 Old Wm. Penn Hwy Murrysville, PA 15668	628 Broad Street New Bethlehem, PA 16242	539 West Mahoning Street Punxsutawney, PA 15767	12262 Frankstown Road Pittsburgh, PA 15235

301 Unity Center Road Pittsburgh, PA 15239	7660 Saltsburg Road Pittsburgh, PA 15239	30 Towne Center Drive Leechburg, PA 15656	232 Hampton Avenue Punxsutawney, PA 15767

418 Main Street Reynoldsville, PA 15851	602 Salt Street Saltsburg, PA 15681	800 Philadelphia Street Indiana, PA 15701	355 North Fifth Street Indiana, PA 15701

196 Industrial Park Ebensburg, PA 15931

S&T leases land where S&T owns the banking offices and remote ATM buildings at the following locations:

PAGE 11

Item 2. PROPERTIES — continued

S&T leases land and banking offices at the following locations:


20001 Route 19 Suite B Cranberry Township, PA 16066	6700 Hollywood ~~Blvd.~~ Boulevard Delmont, PA 15626	5522 Shaffer Road ~~Suite 99~~ DuBois Mall DuBois, PA 15801	206 East High Street Ebensburg, PA 15931

Lawruk Plaza 208 West Plank Road Altoona, PA 16602	324 North Fourth Street Indiana, PA 15701	~~835 Hospital Road~~ ~~Indiana,~~100 Colony Lane Latrobe, PA ~~15701~~ 15650	3884 Route 30 East Latrobe, PA 15650

~~Southtowne Plaza~~ 3100 Oakland Avenue Indiana, PA 15701	~~Route 268~~12 Hilltop Plaza Kittanning, PA 16201	~~100 Colony Lane Suite B Latrobe, PA 15650~~	~~196 Industrial Park~~ ~~Ebensburg, PA 15931~~

~~2388 Route 286~~ ~~Holiday Park, PA 15239~~	~~Shadyside Village~~ ~~820 South Aiken Avenue Pittsburgh, PA 15232~~	~~908 Caroline Street~~ ~~Nanty Glo, PA 15943~~	Two Gateway Center 603 Stanwix Street, Suite 125 Pittsburgh, PA 15222	33 South Sixth Street Indiana, PA 15701

2388 Route 286 Holiday Park, PA 15239	Shadyside Village 820 South Aiken Avenue Pittsburgh, PA 15232

Item 3. LEGAL PROCEEDINGS

The nature of our business generates a certain amount of litigation involving matters arising in the ordinary course of business. However, in management’s opinion, there are no proceedings pending to which S&T is a party or to which our property is subject, which, if determined adversely to S&T, would be material in relation to our shareholders’ equity or financial condition. In addition, no material proceedings are pending nor are known to be threatened or contemplated against us by governmental authorities or other parties.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters during the fourth quarter of the fiscal year covered by this report that were submitted to a vote of our security holders through solicitation of proxies or otherwise.

PAGE 12

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER

MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES

STOCK PRICES AND DIVIDEND INFORMATION

S&T’s common stock is listed on the NASDAQ ~~National~~Global Select Market System (“NASDAQ”) under the symbol STBA. The range of sale prices for the years ~~2005~~2006 and ~~2004~~2005 are as follows and is based upon information obtained from NASDAQ. As of the close of business ~~February 9, 2006,~~January 25, 2007, there were ~~3,113~~3,062 shareholders of record of S&T. Dividends paid by S&T are primarily provided from S&T Bank’s dividends to S&T. The payment of dividends by S&T Bank to S&T is subject to the restrictions described in Note J to the Consolidated Financial Statements. The cash dividends declared shown below represent the historical per share amounts for S&T Common Stock.


							Price Range of Common Stock				Cash Dividends Declared
2006							Low		High		Cash Dividends Declared
Fourth Quarter							$	31.14	$	35.60	$	0.30
Third Quarter								29.67		33.25		0.29
Second Quarter								31.93		36.68		0.29
First Quarter								35.59		37.68		0.29
	Price Range of Common Stock				Cash Dividends Declared
2005	Low		High		Cash Dividends Declared
Fourth Quarter	$	33.95	$	39.24	$	0.29	$	33.95	$	39.24	$	0.29
Third Quarter		35.77		40.52		0.28		35.77		40.52		0.28
Second Quarter		33.23		37.46		0.28		33.23		37.46		0.28
First Quarter		34.95		38.39		0.28		34.95		38.39		0.28

2004
Fourth Quarter	$	35.50	$	38.60	$	0.27
Third Quarter		31.18		36.90		0.27
Second Quarter		27.85		32.14		0.27
First Quarter		29.16		31.65		0.26

During ~~2005,~~2006, S&T repurchased ~~660,400~~1,031,700 shares of its common stock at an average price of ~~$35.09~~$34.19 per share. The impact of the repurchased shares is ~~insignificant~~a $0.02 increase to diluted earnings per share. The ~~remaining shares authorized under this program expired at December 31, 2005.~~ S&T ~~reissued 330,735 shares primarily through the exercise of employee stock options. In December 2005, our~~ Board of Directors previously authorized a ~~plan~~stock buyback program for ~~our repurchase~~2006 of up to one million shares, or approximately 4 percent of shares ~~outstanding~~outstanding. During 2006, S&T repurchased 999,000 shares under this program at an average cost of $34.20 per share. On October 16, 2006, the S&T Board of Directors authorized a new stock buyback program until September 30, 2007 of an additional one million shares with 32,700 shares repurchased under this plan during the ~~period January 1,~~fourth quarter of 2006 at an average cost of $33.63 per share. S&T reissued 122,244 shares during 2006 primarily through ~~December 31, 2006.~~the exercise of employee stock options.

PAGE 13

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER

MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES — continued

FIVE-YEAR CUMULATIVE TOTAL RETURN

The following chart compares the cumulative total shareholder return on S&T Common Stock with the cumulative total shareholder return of the NASDAQ Composite Index and¹NASDAQ Bank Index assuming a $100 investment in each on December 31, 2001.


	2001		2002		2003		2004		2005		2006
STBA	$	100	$	107	$	132	$	173	$	174	$	169
Nasdaq Composite Index		100		69		97		107		109		121
Nasdaq Bank Index		100		107		140		160		157		179

1	The NASDAQ Bank Index contains securities of NASDAQ-listed companies classified according to the Industry Classification Benchmark as Banks. They include banks providing a broad range of financial services, including retail banking, loans and money transmissions.

PAGE 14

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER

MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES — continued

The following information describes the activity that has taken place during ~~2005~~2006 with respect to S&T’s share repurchase plan:

Period    Total Number
of Shares
Purchased    Average Price
Paid per
Share    Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans    Maximum
Number of
Shares that Can
be Purchased
Under the Plan
01/01/2005 – 01/31/2005^(1)(2)(3)
   —    —    —    1,000,000
02/01/2005 – 02/28/2005
   —    —    —    1,000,000
03/01/2005 – 03/31/2005
   115,000    $ 36.21    115,000    885,000
04/01/2005 – 04/30/2005
   129,100    33.83    129,100    755,900
05/01/2005 – 05/31/2005
   194,500    34.90    194,500    561,400
06/01/2005 – 06/30/2005
   79,900    35.41    79,900    481,500
07/01/2005 – 07/31/2005
   —    —    —    481,500
08/01/2005 – 08/31/2005
   —    —    —    481,500
09/01/2005 – 09/30/2005
   4,000    36.96    4,000    477,500
10/01/2005 – 10/31/2005
   126,900    35.24    126,900    350,600
11/01/2005 – 11/30/2005
   —    —    —    350,600
12/01/2005 – 12/31/2005
   11,000    36.94    11,000    339,600
Total
   660,400    $ 35.09    660,400    339,600


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that Can Be Purchased Under the Plans
01/01/2006 – 01/31/2006^(1)(2)(3)	40,000	$	36.30	40,000
02/01/2006 – 02/28/2006	33,000		36.13	33,000
03/01/2006 – 03/31/2006	131,000		35.88	131,000
04/01/2006 – 04/30/2006	175,000		35.43	175,000
05/01/2006 – 05/31/2006	225,000		35.11	225,000
06/01/2006 – 06/30/2006	—		—	—
07/01/2006 – 07/31/2006	100,000		31.72	100,000
08/01/2006 – 08/31/2006	—		—	—
09/01/2006 – 09/30/2006	295,000		32.38	295,000
10/01/2006 – 10/31/2006	—		—	—
11/01/2006 – 11/30/2006	—		—	—
12/01/2006 – 12/31/2006	32,700		33.63	32,700
Total	1,031,700	$	34.19	1,031,700	2,000,000

(1)

The plan was announced on December 20, ~~2004.~~2005.

(2)

The plan was approved by the S&T Board of Directors for the repurchase of up to one million shares.

(3)

The expiration date of the plan is December 31, ~~2005.~~2006. On October 16, 2006 the S&T Board of Directors authorized and announced a new stock buyback program until September 30, 2007 for an additional one million shares.

Item 6. SELECTED FINANCIAL DATA


Year Ended December 31:	2005		2004		2003		2002		2001		2006		2005		2004		2003		2002
(dollars in thousands, except per share data)

INCOME STATEMENTS
Interest income	$	172,122	$	148,638	$	151,460	$	151,160	$	166,702	$	204,702	$	172,122	$	148,638	$	151,460	$	151,160
Interest expense		59,514		40,890		47,066		56,300		76,713		91,584		59,514		40,890		47,066		56,300
Provision for loan losses		5,000		4,400		7,300		7,800		5,000		9,380		5,000		4,400		7,300		7,800
Net interest income after provision for loan losses		107,608		103,348		97,094		87,060		84,989		103,738		107,608		103,348		97,094		87,060
Noninterest income		37,568		34,202		36,204		32,680		31,230		40,390		37,386		34,401		36,204		32,680
Noninterest expense		62,646		60,191		60,658		51,766		49,875		69,279		62,464		60,390		60,658		51,766
Income before taxes		82,530		77,359		72,640		67,974		66,344		74,849		82,530		77,359		72,640		67,974
Applicable income taxes		24,287		23,001		20,863		19,370		19,046		21,513		24,287		23,001		20,863		19,370
Net income	$	58,243	$	54,358	$	51,777	$	48,604	$	47,298	$	53,336	$	58,243	$	54,358	$	51,777	$	48,604

PER SHARE DATA
Net income—Basic	$	2.21	$	2.05	$	1.96	$	1.83	$	1.76	$	2.07	$	2.21	$	2.05	$	1.96	$	1.83
Net income—Diluted		2.18		2.03		1.94		1.81		1.75		2.06		2.18		2.03		1.94		1.81
Dividends declared	$	1.13	$	1.07	$	1.02	$	0.97	$	0.92		1.17		1.13		1.07		1.02		0.97
Book Value		13.41		13.12		12.48		11.51		11.01		13.37		13.41		13.12		12.48		11.51

PAGE 1415

Item 6. SELECTED FINANCIAL DATA — continued

SELECTED FINANCIAL DATA

BALANCE SHEET TOTALS (PERIOD END):


Year Ended December 31:	2005		2004		2003		2002		2001		2006		2005		2004		2003		2002
(dollars in thousands)

Total assets	$	3,194,979	$	2,989,034	$	2,900,272	$	2,823,867	$	2,357,874	$	3,338,543	$	3,194,979	$	2,989,034	$	2,900,272	$	2,823,867
Securities		494,575		518,171		611,083		641,164		585,265
Securities available for sale Other investments												432,045 10,562		481,257 13,318		503,218 14,953		594,179 16,904		624,971 16,193
Net loans		2,454,934		2,253,089		2,069,142		1,968,755		1,615,842		2,633,071		2,454,934		2,253,089		2,069,142		1,968,755
Total deposits		2,418,884		2,176,263		1,962,253		1,926,119		1,611,317		2,565,306		2,418,884		2,176,263		1,962,253		1,926,119
Securities sold under repurchase agreements and federal funds purchased		137,829		98,384		182,020		194,388		152,282		133,021		137,829		98,384		182,020		194,388
Short-term borrowings		150,000		225,000		250,000		125,000		—		55,000		150,000		225,000		250,000		125,000
Long-term borrowings		83,776		86,325		116,933		211,693		251,256		171,941		83,776		86,325		116,933		211,693
Junior subordinated debt securities												25,000		—		—		—		—
Total shareholders’ equity		352,421		349,129		332,718		306,114		293,327		339,051		352,421		349,129		332,718		306,114

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

S&T is a financial holding company with its headquarters located in Indiana, Pennsylvania with assets of approximately ~~$3.2~~$3.3 billion at December 31, ~~2005.~~2006. S&T provides a full range of financial services through a branch network of 5049 offices located in Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson and Westmoreland counties of Pennsylvania. S&T provides full service retail and commercial banking products as well as cash management services; insurance; estate planning and administration; employee benefit investment management and administration; corporate services; and other fiduciary services. S&T earns revenue primarily from interest on loans, security investments and fees charged for financial services provided to our customers. Offsetting these revenues are the cost of deposits and other funding sources, provision for loan losses as well as other operating costs such as: salaries and employee benefits, occupancy, data processing expenses and tax expense. Balance sheet growth in ~~2005~~2006 included a 107 percent increase in commercial lending activities, ~~and with an 11~~a 9 percent increase in ~~deposits~~consumer and residential mortgage loans with funding for that growth provided primarily ~~attributable to our Green Plan savings account.~~by a 6 percent increase in deposits. S&T’s strategic plan to deliver profitable growth to our shareholders includes: increasing loans and core deposits with sufficient interest rate spreads, controlling loan delinquency and loan losses, controlling operating expenses and ~~to expand~~expanding the business through new de novo branching, merger and acquisitions, introduction of new products and services, and expansion of our products and services provided to our existing customers.

There are many uncertainties regarding the economy as S&T enters 2007. S&T continually strives to be well positioned for changes in both the economy and interest rates, regardless of the timing or direction of these changes. Management continually assesses our balance sheet, capital, liquidity and operation infrastructures in order to be positioned to take advantage of internal or acquisition growth opportunities.

There are many factors that could influence our results, both positively and negatively, in 2007. Because the majority of our revenue comes from net interest income, internally generated loan and deposit growth and the mix of that growth are major factors on our operations and financial condition. S&T has directed a fair amount of focus and resources in planning for 2007 to improve our generation and retention of low cost core deposits. On the other hand, a slowing economy could cause

PAGE 1516

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

deterioration in the asset quality measurements. S&T recognizes that our shift to a greater dependence on commercial loans in recent years exposes us to larger credit risks and greater swings in nonperforming loans and loan charge-offs when problems do occur. However, because of our earnings strength and strong capitalization, as well as the strengths of other businesses in our market area, management does not expect a decline in our ability to satisfactorily perform if a further decline in our economy occurs.

FINANCIAL CONDITION

Average earning assets ~~grew~~increased by ~~$89.5~~$166.6 million in ~~2005~~2006 primarily as a result of growth in commercial lending, consumer and residential mortgage activities. During ~~2005,~~2006, average loan balances increased by ~~$145.6~~$217.3 million, and average securities, other investments and federal funds sold decreased ~~$56.0~~$50.7 million. The funding for this loan growth was primarily provided by a ~~$217.7~~$249.1 million increase in average deposits, ~~and an increase of $13.3 million in noninterest earning assets,~~ offset by a ~~$129.2~~decrease of $4.6 million in average earnings retained and a $68.6 million decrease in average borrowings.


	2005				2004				2006				2005
Loans	Average Loan Balance		Average Loan Balance Percentage		Average Loan Balance		Average Loan Balance Percentage		Average Loan Balance		Average Loan Balance Percentage		Average Loan Balance		Average Loan Balance Percentage
(dollars in millions)

Commercial, mortgage and industrial	$	1,809.5	76	%	$	1,664.1	75	%	$	1,972.7	76	%	$	1,809.5	76	%
Residential real estate mortgage		492.7	21	%		489.3	22	%		545.8	21	%		492.7	21	%
Installment		68.7	3	%		71.9	3	%		69.7	3	%		68.7	3	%
Total	$	2,370.9	100	%	$	2,225.3	100	%	$	2,588.2	100	%	$	2,370.9	100	%

LENDING ACTIVITY

Average loans for the year ended December 31, ~~2005 (“2005”)~~2006 were ~~$2.4~~$2.6 billion, a ~~$145.6~~$217.3 million or 79 percent increase from the year ended December 31, ~~2004 (“2004”).~~2005. The increase in average loans for ~~2004~~2005 compared to the year ended ~~2003 (“2003”)~~2004 was ~~$190.6~~$145.5 million. Changes in the composition of the average loan portfolio during 2006 included increases of $163.2 million in commercial loans and $53.1 million in residential mortgage loans and an increase of $1.0 million in installment loans. Changes in the composition of the average loan portfolio during 2005 included increases of ~~$145.4~~$145.3 million in commercial loans and $3.4 million in residential mortgage loans, offset by a decrease of $3.2 million in installment loans. Changes in the composition of the average loan portfolio during 2004 included increases of $229.8 million in commercial loans, offset by decreases of $25.7 million in residential mortgages and $13.5 million in installment loans. Total loans at December 31, ~~2005~~2006 increased ~~$204.1~~$174.8 million from December 31, ~~2004.~~2005. The increase is primarily attributable to ~~$174.7 million~~the growth of ~~loan growth within the commercial loan category, $34.7~~$124.1 million in ~~home equity~~commercial loans, ~~offset by a $5.3~~$45.8 million ~~decrease~~in residential mortgage loans and $4.9 million in consumer loan balances due to paydowns and sales into the secondary mortgage market. Total loans at December 31, 2004 increased $186.7 million from December 31, 2003. The increase is primarily attributable to $208.4 million of loan growth within the commercial loan category, offset by a $21.7 million decrease in consumer loan balances due to paydowns and sales into the secondary mortgage market.loans.

Average real estate construction and commercial loans, including ~~mortgage~~commercial and industrial, comprised 76 percent of the loan portfolio in ~~2005 compared to 75 percent in 2004.~~2006 and 2005. Commercial loans continued to be an area of strategic growth during ~~2005~~2006 and ~~2004.~~2005. Although commercial loans can ~~be an area of~~have a relatively higher risk profile, management believes these risks are mitigated ~~by limiting concentrations~~through active portfolio management, underwriting and ~~applying rigorous underwriting review by loan administration.~~continuous review. At December 31, ~~2005,~~2006, variable-rate commercial loans were 5549 percent of the commercial loan portfolio as compared to 5755 percent at December 31, ~~2004.~~2005.

Average residential mortgage loans comprised 21 percent of the loan portfolio in ~~2005 compared to 22 percent in 2004.~~2006 and 2005. Residential mortgage lending continued to be a strategic focus during ~~2005~~2006 through a centralized mortgage origination department, ongoing product redesign, secondary market activities and the utilization of commission compensated originators. Management believes that if a downturn in the local residential real estate market occurs, the impact of declining values on the real estate loan

PAGE 17

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

portfolio will be mitigated because of S&T’s conservative mortgage lending policies for portfolio loans, which generally require a maximum term of 20 years for fixed-rate mortgages, a maximum term of 30 years for adjustable-rate mortgages and private mortgage insurance for loans

~~PAGE 16~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

with less than a 20 percent down payment. Adjustable-rate mortgages with repricing terms of one, three and five years comprised 1310 percent of the residential mortgage portfolio in ~~2005~~2006 and 1513 percent in ~~2004.~~2005. Home equity loans increased $42.4 million during 2006 and $34.7 million ~~during~~in 2005 and ~~$11.3~~totaled $269.9 million ~~in 2004~~at December 31, 2006 and ~~totaled~~ $227.5 million at December 31, ~~2005 and $192.8 million at December 31, 2004, respectively.~~2005. The increase in home equity loans is primarily attributable to successful marketing programs during ~~2005~~2006 and ~~2004.~~2005.

~~Most of the decline in residential loans during 2005 was due to active participation in the secondary mortgage markets.~~ S&T periodically designates specific loan originations, generally longer-term, lower-yielding 1–4 family mortgages as held for sale and sells them to Fannie Mae. The intent of these sales is to mitigate interest-rate risk associated with holding long-term residential mortgages in the loan portfolio, generate fee revenue from servicing, and maintain the primary customer relationship. During ~~2005,~~2006, S&T sold ~~$36.4~~$18.8 million of 1–4 family ~~mortgages~~mortgage loans to Fannie Mae and currently services ~~$185.1~~$180.8 million of secondary market mortgage loans. Fees and gains from mortgage servicing activities were $0.7 million in 2006 and $1.5 million in ~~2005 and 2004.~~2005. Management intends to continue to sell longer-term loans to Fannie Mae in the future on a selective basis, especially during periods of lower interest rates.

Average consumer installment loans comprised 3 percent of the loan portfolio in ~~2005~~2006 and ~~2004.~~2005. Installment loan ~~decreases~~increases during ~~2005~~2006 were primarily the result of ~~lower origination volumes.~~successful marketing programs during 2006. The balance of consumer installment loans at December 31, ~~2005~~2006 was ~~$68.2~~$73.1 million compared to ~~$69.2~~$68.2 million at December 31, ~~2004.~~2005.

Loan underwriting standards for S&T are established by a formal policy administered by the S&T Bank ~~Credit~~Loan Administration Department, and are subject to the periodic review and approval by our Board of Directors.

Rates and terms for commercial real estate, equipment loans and commercial lines of credit normally are negotiated, subject to such variables as financial condition of the borrower, economic conditions, marketability of collateral, credit history of the borrower and future cash flows. The loan to value policy ~~guideline~~guidelines for commercial real estate loans is generally ~~75–~~65–80 percent.

The loan to value policy ~~guideline~~guidelines for residential, first lien, mortgage loans is 80 percent. Higher loan to value loans may be approved with the appropriate private mortgage insurance coverage. Second lien positions are sometimes assumed with home equity loans, but normally only to the extent that the combined credit exposure for both first and second liens does not exceed 100 percent of the fair market value of the mortgage property.

We offer a variety of unsecured and secured installment loan and credit card products. Loan to value policy guidelines for direct loans are 90–100 percent of invoice for new automobiles and 80–90 percent of National Automobile Dealer Association (NADA) value for used automobiles.

The following table shows S&T’s loan distribution at the end of each of the last five years:


	December 31										December 31
	2005		2004		2003		2002		2001		2006		2005		2004		2003		2002
(dollars in thousands )
(dollars in thousands)

Domestic Loans:
Commercial, mortgage and industrial	$	1,565,035	$	1,455,932	$	1,328,378	$	1,169,138	$	1,016,113	$	1,675,848	$	1,565,035	$	1,455,932	$	1,328,378	$	1,169,138
Real estate—construction		339,179		274,783		193,874		191,927		115,825		352,482		339,179		274,783		193,874		191,927
Real estate—mortgage		519,076		487,445		499,661		541,102		430,261		564,821		519,076		487,445		499,661		541,102
Installment		68,216		69,191		78,707		96,726		80,569		73,140		68,216		69,191		78,707		96,726
TOTAL LOANS	$	2,491,506	$	2,287,351	$	2,100,620	$	1,998,893	$	1,642,768	$	2,666,291	$	2,491,506	$	2,287,351	$	2,100,620	$	1,998,893

PAGE 1718

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

The following table shows the maturity of loans (excluding residential mortgages of 1-4 family residences and installment loans) outstanding as of December 31, ~~2005.~~2006. Also provided are the amounts due after one year classified according to the sensitivity to changes in interest rates.


	Maturing								Maturing
	Within One Year		After One But Within Five Years		After Five Years		Total		Within One Year		After One But Within Five Years		After Five Years		Total
(dollars in thousands )
(dollars in thousands)

Commercial, mortgage and industrial	$	448,389	$	471,318	$	645,328	$	1,565,035	$	485,924	$	502,447	$	687,477	$	1,675,848
Real estate—construction		109,243		148,487		81,449		339,179		148,968		130,178		73,336		352,482
TOTAL	$	557,632	$	619,805	$	726,777	$	1,904,214	$	634,892	$	632,625	$	760,813	$	2,028,330
Fixed interest rates			$	120,783	$	104,355					$	200,335	$	133,983
Variable interest rates				499,022		622,422						432,290		626,830
TOTAL			$	619,805	$	726,777					$	632,625	$	760,813

SECURITIES ACTIVITY

Average securities and other investments decreased $49.8 million in 2006 and decreased $57.7 million in ~~2005 and decreased $72.7~~2005. The largest components of the 2006 decrease included $24.6 million in ~~2004.~~U.S. government agency securities, $8.6 million in marketable equity securities, $7.7 million of mortgage-backed securities, $6.8 million of corporate securities and $2.9 million in treasury securities. Average other investments decreased $3.4 million in 2006 as compared to the 2005 full year average and is comprised of Federal Home Loan Bank (“FHLB”) stock that is a membership and borrowing requirement and is recorded at historical cost. The amount of S&T’s investment in FHLB stock depends upon S&T’s borrowing availability and level from the FHLB. Offsetting these decreases was an average increase of $4.2 million of states and political subdivisions. The largest components of the 2005 decrease included $67.5 million in U.S. government agency securities, $8.6 million of corporate securities ~~$2.9 million in Federal Home Loan Bank (“FHLB”) stock~~ and $2.1 million in treasury securities. ~~The decrease~~Average other investments decreased $2.9 million in 2005 as compared to the 2004 full year average and is comprised of FHLB stock. Offsetting these decreases were average increases of $13.2 million of mortgage-backed securities and $10.2 million of states and political subdivisions. Both the decreases in securities isin 2006 and 2005 are partially attributable to ana S&T Asset Liability Committee (“ALCO”) strategy to reduce balances in both securities and borrowings to mitigate the interest rate risk of a ~~flattening~~flat or inverted yield curve. Offsetting these decreases were average increases of $13.2 million of mortgage backed securities and $10.2 million of states and political subdivisions. The FHLB capital stock is a membership and borrowing requirement and is acquired and sold at stated value. The amount of S&T’s investment in FHLB stock depends upon S&T’s borrowing availability and level from the FHLB. The largest components of the 2004 decrease included $45.7 million in U.S. government agency securities, $12.8 million of corporate securities, $26.8 million in mortgage-backed securities, $0.5 million in treasury securities and $0.4 million in corporate stocks. The decrease in securities is partially attributable to an ALCO strategy to reduce balances in both securities and borrowings to mitigate the interest rate risk of declining rates on a flattening yield curve. Offsetting these decreases were average increases of $11.9 million of states and political subdivisions and $1.6 million of FHLB stock.

~~Our~~The equity securities portfolio is primarily comprised of bank holding companies. At December 31, ~~2005, our~~2006, the equity securities portfolio had a total market value of ~~$65.1~~$55.3 million and net unrealized gains of ~~$19.7~~$16.1 million. The equity ~~security~~securities portfolio consists of securities traded on the various stock markets and is subject to changes in market value.

S&T’s policy for security classification includes U.S. treasury securities, U.S. government corporations and agencies, mortgage-backed securities, collateralized mortgage obligations, states and political subdivisions, corporate securities, ~~and~~ marketable equity securities and other securities as available for sale. On a quarterly basis, management evaluates the ~~security~~securities portfolios for other-than-temporary declines in market value in accordance with ~~Emerging Issues Task Force No. 03-1.~~FSP 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. During ~~2005,~~2006, there were $0.3 million of realized losses taken for an other-than-temporary ~~impairment~~impairments on ~~one~~three equity investment ~~security.~~securities. The performance of the equities and debt securities markets could generate further impairment in future periods. At December 31, ~~2005,~~2006, net unrealized gains on securities classified as available for sale, including equity securities, were approximately ~~$13.5~~$9.8 million as compared to ~~$31.7~~$13.5 million at December 31, ~~2004.~~2005. S&T has the intent and ability to hold these debt and equity securities until maturity or until market value recovers above cost.

PAGE 1819

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

S&T invests in various securities in order to provide a source of liquidity, increase net interest income and as a tool of ALCO to quickly reposition the balance sheet for interest rate risk purposes. Securities are subject to similar interest rate and credit risks as loans. In addition, by their nature, securities classified as available for sale are also subject to market value risks that could negatively affect the level of liquidity available to S&T, as well as equity.

Risks associated with various securities portfolios are managed and monitored by investment policies annually approved by the S&T Board of Directors, and administered through ALCO and the Treasury function of S&T Bank. As of December 31, ~~2005,~~2006, management is not aware of any risk associated with securities that would be expected to have a significant, negative effect on S&T’s statement of condition or statement of operations.

The following table sets forth the carrying amount of securities at the dates indicated:


	December 31						December 31
	2005		2004		2003		2006		2005		2004
(dollars in thousands )
(dollars in thousands)

Available for Sale
Marketable equity securities	$	65,114	$	74,555	$	72,591	$	55,349	$	65,114	$	74,555
Obligations of U.S. government corporations and agencies		221,037		237,514		325,903		180,003		221,037		237,514
Collateralized mortgage obligations of U.S. government corporations and agencies		63,638		46,528		44,251		60,090		63,639		46,528
Mortgage-backed securities		38,417		48,373		45,769		31,793		38,416		48,373
U.S. treasury securities		499		5,248		5,744		—		499		5,248
Obligations of states and political subdivisions		83,811		71,198		67,539		81,672		83,811		71,198
Corporate securities		—		16,493		21,464		—		—		16,493
Other securities		22,059		17,997		27,557		23,138		8,741		3,044
TOTAL	$	494,575	$	517,906	$	610,818	$	432,045	$	481,257	$	502,953
Held to Maturity
Obligations of states and political subdivisions	$	—	$	265	$	265	$	—	$	—	$	265
TOTAL	$	—	$	265	$	265	$	—	$	—	$	265

PAGE 1920

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

The following table sets forth the maturities of securities at December 31, ~~2005,~~2006, and the weighted average yields of such securities (calculated on the basis of the amortized cost and effective yields weighted for the scheduled maturity of debt securities and estimated prepayment rates on most mortgage-backed securities). Tax-equivalent adjustments (using a 35 percent federal income tax rate) for ~~2005~~2006 have been made in calculating yields on obligations of states and political subdivisions.


	Maturing																		Maturing
	Within One Year				After One But Within Five Years				After Five But Within Ten Years				After Ten Years				No Fixed Maturity		Within One Year				After One But Within Five Years				After Five But Within Ten Years				After Ten Years				No Fixed Maturity
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount
(dollars in thousands)

Available for Sale
Marketable equity securities	$	—	—		$	—	—		$	—	—		$	—	—		$	65,114	$	—	—		$	—	—		$	—	—		$	—	—		$	55,349
Obligations of U.S. government corporations and agencies		40,328	6.18	%		170,658	3.93	%		10,051	4.44	%		—	—			—		37,677	3.48	%		142,327	4.08	%		—	—			—	—			—
Collateralized mortgage obligations of U.S. government corporations and agencies		8,563	4.43	%		39,197	4.67	%		15,878	4.65	%		—	—			—		7,443	4.44	%		44,144	4.75	%		8,503	4.67	%		—	—			—
Mortgage-backed securities		6,599	4.83	%		16,888	4.63	%		11,259	4.53	%		3,671	4.72	%		—		5,097	4.71	%		16,048	4.57	%		8,197	4.49	%		2,451	4.83	%		—
U.S. treasury securities		499	3.57	%		—	—			—	—			—	—			—
Obligations of states and political subdivisions		5,247	5.12	%		48,890	4.76	%		29,393	5.15	%		281	5.86	%		—		5,840	5.31	%		54,392	4.73	%		21,155	5.34	%		284	5.86	%		—
Other securities		—	—			—	—			—	—			—	—			22,059		—	—			—	—			—	—			—	—			23,138
TOTAL	$	61,236			$	275,633			$	66,581			$	3,952			$	87,173	$	56,057			$	256,911			$	37,855			$	2,735		��	$	78,487
Weighted Average Rate			5.67	%			4.22	%			4.82	%			4.80	%					3.91	%			4.36	%			5.01	%			4.93	%

~~NONEARNING~~NONINTEREST EARNING ASSETS

Average noninterest earning assets increased ~~$13.3~~$20.9 million in ~~2005~~2006 and ~~$1.8~~$11.1 million in ~~2004.~~2005. The ~~2005~~2006 increase was primarily attributable to increases in cash and due from banks, premises and equipment due to the addition of ~~five~~new branches and administrative facilities during 2006 and accrued interest receivable on a higher earning asset balance. The 2005 increase of $11.1 million was primarily attributable to increases in cash and due from banks, premises and equipment due to the addition of new branches during 2005 and accrued interest receivable on a higher earning asset balance. ~~The 2004 increase of $1.8 million was primarily due to an increase in premises and equipment related to the addition of three new branches during 2004.~~

ALLOWANCE FOR LOAN LOSSES

The balance in the allowance for loan losses ~~increased~~decreased to $33.2 million or 1.25 percent of total loans at December 31, 2006 as compared to $36.6 million or 1.47 percent of total loans at December 31, ~~2005 as compared~~2005. The decrease in the allowance for loan losses is primarily attributable to ~~$34.3 million or 1.50 percent of total~~three commercial loans ~~at December 31, 2004.~~that were charged-off during 2006 totaling $11.4 million. During the second quarter of 2005,

PAGE 21

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

S&T split its allowance for credit losses into an allowance for loan losses and an allowance for lending-related commitments such as unfunded commercial real

~~PAGE 20~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

estate and commercial &and industrial term loan commitments. The allowance for lending-related commitments is included in other liabilities. This resulted in a decrease in the allowance for loan losses of $1.0 million and reduction in the allowance for loan losses to total loans from 1.44 percent to 1.40 percent at June 30, 2005. The allowance for lending-related commitments is computed using a methodology similar to that used to determine the allowance for loan losses. Amounts are added to the allowance for lending-related commitments through a charge to current earnings through noninterest expense. The balance in the allowance for lending-related commitments increased to $1.2 million at December 31, 2006 as compared to $0.8 million at December 31, 2005.

Management evaluates the degree of loss exposure for loans on a continuous basis through a formal allowance for loan loss policy as administered by ~~the~~S&T Bank’s Loan Administration Department ~~of S&T Bank~~ and various management and director committees. Problem loans are identified and continually monitored through detailed reviews of specific commercial loans, and the analysis of delinquency and charge-off levels of consumer loan portfolios. Charged-off and recovered loan amounts are applied to the allowance for loan losses. Monthly updates are presented to the S&T Board of Directors as to the status of loan quality.

Amounts are added to the allowance for loan losses through a charge to current earnings through the provision for loan losses, based upon management’s assessment of the adequacy of the allowance for loan losses for probable loan losses. A quantitative analysis is utilized to support the adequacy of the allowance for loan losses. This analysis includes review of the historical charge-off rates for all loan categories, fluctuations and trends in various risk factors. Factors consider the level of S&T’s historical charge-offs that have occurred within the ~~credits~~credits’ economic life cycle. Management also assesses qualitative factors such as portfolio credit trends, unemployment trends, vacancy trends, loan growth and variable interest rate factors.

Significant to this analysis and assessment is the shift in loan portfolio composition to an increased mix of commercial loans. These loans are generally larger in size and, due to our continuing growth, many are not well seasoned and could be more vulnerable to an economic slowdown. Management relies on its risk rating process to monitor trends, which may be occurring relative to commercial loans to assess potential weaknesses within specific credits. Current risk factors, trends in risk ratings and historical charge-off experiences are considered in the determination of the allowance for loan losses. During ~~2005,~~2006, the risk rating profile of the portfolio ~~remained relatively stable. Management believes its quantitative~~was impacted by three commercial loans. Two of these loan relationships have combined remaining loan balances of $7.5 million, and ~~qualitative analysis~~we believe that the problem loans have been adequately reserved at December 31, 2006 and ~~risk-rating process is sufficient and enables it to conclude~~ that the total allowance for loan losses is adequate to absorb probable loan ~~losses.~~losses as determined by the quarterly impairment analysis and risk-rating processes. The third credit has no remaining exposure and future collateral recovery is expected to be insignificant. The remaining risk rating profile of the portfolio has shown overall improvement absent the aforementioned loan relationships.

The allowance for loan losses is established based on management’s assessment of the factors noted above along with the growth in the loan portfolio. The additions to the allowance charged to operating expense has maintained the allowance as a percent of loans at the following levels at the end of each year presented below:

Year Ended December 31
2005 2004 2003 2002 2001
1.47% 1.50 % 1.50 % 1.51 % 1.64 %


Year Ended December 31
2006	2005		2004		2003		2002
1.25%	1.47	%	1.50	%	1.50	%	1.51	%

We have considered impaired loans in our determination of the allowance for loan losses. The allowance for loan losses for all impaired loans was ~~$9,937,000~~$2,627,000 and ~~$5,712,000~~$9,937,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively.

PAGE 2122

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

This table summarizes our loan loss experience for each of the five years presented below:


	Year Ended December 31															Year Ended December 31
	2005			2004			2003			2002			2001			2006			2005			2004			2003			2002
(dollars in thousands)

Balance at January 1:	$	34,262		$	31,478		$	30,138		$	26,926		$	27,395		$	36,572		$	34,262		$	31,478		$	30,138		$	26,926
Charge-offs:
Commercial, mortgage and industrial		2,260			5,616			5,208			6,131			4,728			12,575			2,260			5,616			5,208			6,131
Real estate—mortgage		529			484			905			588			912			394			529			484			905			588
Installment		1,140			1,075			1,193			1,102			1,299			1,069			1,140			1,075			1,193			1,102
Total		3,929			7,175			7,306			7,821			6,939			14,038			3,929			7,175			7,306			7,821
Recoveries:
Commercial, mortgage and industrial		1,699			4,835			624			1,118			643			640			1,699			4,835			624			1,118
Real estate—mortgage		235			408			384			349			404			201			235			408			384			349
Installment		274			316			338			345			423			465			274			316			338			345
Total		2,208			5,559			1,346			1,812			1,470			1,306			2,208			5,559			1,346			1,812
Net charge-offs		1,721			1,616			5,960			6,009			5,469			12,732			1,721			1,616			5,960			6,009
Provision for loan losses		5,000			4,400			7,300			7,800			5,000			9,380			5,000			4,400			7,300			7,800
Reserve for unfunded commitments		(969	)		—			—			—			—
Allowance for lending-related commitments																	—			(969	)		—			—			—
Loan loss reserve from acquisition		—			—			—			1,421			—			—			—			—			—			1,421
Balance at December 31:	$	36,572		$	34,262		$	31,478		$	30,138		$	26,926		$	33,220		$	36,572		$	34,262		$	31,478		$	30,138
Ratio of net charge-offs to average loans outstanding		0.07	%		0.07	%		0.29	%		0.34	%		0.33	%		0.49	%		0.07	%		0.07	%		0.29	%		0.34	%

This table shows allocation of the allowance for loan losses as of the end of each of the last five years:


	December 31																				December 31
	2005				2004				2003				2002				2001				2006				2005				2004				2003				2002
	Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans
(dollars in thousands)

Commercial, mortgage and industrial	$	32,053	63	%	$	29,594	64	%	$	26,947	63	%	$	26,002	58	%	$	22,628	62	%	$	28,540	63	%	$	32,053	63	%	$	29,594	64	%	$	26,947	63	%	$	26,002	58	%
Real estate—construction		532	14	%		852	12	%		843	9	%		664	10	%		329	7	%		379	13	%		532	14	%		852	12	%		843	9	%		664	10	%
Real estate—mortgage		613	21	%		585	21	%		558	24	%		685	27	%		744	26	%		536	21	%		613	21	%		585	21	%		558	24	%		685	27	%
Installment		3,374	2	%		3,231	3	%		3,009	4	%		2,671	5	%		3,121	5	%		3,765	3	%		3,374	2	%		3,231	3	%		3,009	4	%		2,671	5	%
Unallocated		—	0	%		—	0	%		121	0	%		116	0	%		104	0	%		—	—			—	0	%		—	0	%		121	0	%		116	0	%
TOTAL	$	36,572	100	%	$	34,262	100	%	$	31,478	100	%	$	30,138	100	%	$	26,926	100	%	$	33,220	100	%	$	36,572	100	%	$	34,262	100	%	$	31,478	100	%	$	30,138	100	%

Net loan charge-offs totaled $12.7 million in 2006 and $1.7 million in 2005. Net loan charge-offs increased during 2006 due to three commercial loan relationships that were charged-off during the period. The first relationship is a commercial construction company that was charged-down by $7.2 million during the third quarter of 2006. The relationship had a specific reserve assigned of $7.1 million at the time it was charged down. S&T had previously provided $5.1 million in 2005 and ~~$1.6~~provided an additional $2.0 million in ~~2004.~~the second quarter of 2006. The ~~balance of nonperforming loans, which include nonaccrual loans past due 90 days or more, at December 31, 2005, was $11.2 million or 0.45 percent of total loans. This compares~~borrower continues to nonperforming loans of $6.3 million or 0.28 percent of total loans at December 31, 2004. The majority of the increase in nonperforming loans primarily relates to a $4.6 million commercial real estate loan classified asoperate,

PAGE 2223

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

~~nonperforming.~~ but has experienced significant cash flow problems. The borrower has restricted ability to obtain new contracts and may be at-risk to continue as a going concern. The remaining $5.6 million loan balance on this relationship is believed to be adequately collateralized which includes receivables, equipment and personal guarantees. The second relationship is a $4.6 million mixed-use, commercial real estate loan participation with another financial institution, previously classified as nonaccrual, which was charged-down by $2.7 million during the second quarter of 2006. The commercial real estate company filed a voluntary chapter eleven bankruptcy petition during the second quarter of 2006. The remaining $1.8 million exposure is the estimated fair market value S&T expects to receive in sale proceeds based upon our percentage participation in the loan. The credit is on nonaccrual status at December 31, 2006. The third relationship is a wholesale distributor that filed a voluntary chapter eleven bankruptcy petition during the second quarter of 2006 after failing to obtain expected and significant new contracts and was previously classified as nonaccrual. A charge-off of $1.5 million was recorded during the second quarter of 2006 for this loan. No further exposure remains for this credit and future collateral recovery is expected to be insignificant.

The balance of nonaccrual loans past due 90 days or more, at December 31, 2006, was $19.9 million or 0.74 percent of total loans. This compares to nonaccrual loans of $11.2 million or 0.45 percent of total loans at December 31, 2005. Nonperforming assets totaled $20.4 million or 0.61 percent of total assets at December 31, 2006 as compared to $14.9 million or 0.47 percent at December 31, 2005. The most significant credits in nonperforming status at December 31, 2006 is a $5.6 million residual balance of the aforementioned commercial construction company and the $1.8 million residual balance related to the aforementioned mixed-use commercial real estate credit. Also affecting nonaccrual loans at December 31, 2006 was a $1.0 million loan relationship with an energy-related company. Two other $3.1 million loan relationships were classified as nonaccrual at December 31, 2006, but were fully resolved in January 2007. Also affecting nonperforming assets is a $3.2 million reduction in property acquired through foreclosure during 2006. The reduction is primarily attributable to a $2.4 million residential development property acquired in the fourth quarter of 2005, charged down to $1.5 million in the second quarter of 2006 that was sold for $1.6 million during the fourth quarter of 2006.

The provision for loans losses was $9.4 million for 2006, as compared to $5.0 million for ~~2005, as compared to $4.4 million for 2004.~~2005. The provision ~~is based on~~was the result of management’s detailed ~~quarterly~~fourth quarter analysis of the adequacy of the allowance for loan losses and is consistent with the significant increase in nonaccrual loans ~~losses. During 2005, S&T recorded a specific allowance for one impaired commercial loan relationship, which accounted for the majority~~that occurred as result of the ~~provision for~~aforementioned loan losses in 2005. S&T’s exposure with respect to this one commercial loan has been appropriately considered in determining the adequacy of its allowance for loan losses based on S&T’s value of the underlying collateral and the expectation of future cash flows.

relationships.

The following table summarizes our nonaccrual and past due loans:


	December 31										December 31
	2005		2004		2003		2002		2001		2006		2005		2004		2003		2002
(dollars in thousands )
(dollars in thousands)

Nonaccrual loans	$	11,166	$	6,309	$	9,120	$	5,831	$	8,253	$	19,852	$	11,166	$	6,309	$	9,120	$	5,831
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—		—

It is S&T’s policy to place loans in all categories on nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due. There are no loans 90 days or more past due and still accruing. At December 31, ~~2005~~2006 and ~~2004, nonaccrual~~2005, interest that ~~was not~~would have been recorded ~~amounted to $565,000 and $535,000, respectively. At December 31, 2005 and 2004, nonaccrual interest that was recorded on paid current~~had the nonaccrual loans ~~amounted to $660,000~~performed in accordance with the original loan terms would have been $1,642,000 and ~~$825,000,~~$565,000, respectively. The accrual of interest on impaired loans is discontinued when the loan is 60 days past due or, in management’s opinion, the account should be placed on nonaccrual status. At December 31, ~~2005~~2006 and ~~2004,~~2005, there was ~~$5,507,000~~$8,617,000 and ~~$2,138,000,~~$5,507,000, respectively, of impaired loans that were on nonaccrual. There are no foreign loan amounts required to be included in this table. There were no restructured loans in the periods presented.

PAGE 24

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

DEPOSITS

Average total deposits increased by $261.6 million in 2006 and $217.7 million in ~~2005 and $100.9 million in 2004.~~2005. The mix of average deposits changed in ~~2005~~2006 with average time deposits increasing ~~$31.7~~$25.4 million and average savings accounts increasing ~~$266.7~~$327.1 million. Partially offsetting these increases is a decrease of ~~$100.1~~$103.4 million in average money market and NOW accounts. Average noninterest-bearing deposits increased by ~~$19.4~~$12.5 million or 53 percent in ~~2005~~2006 and were approximately 1817 percent and 1918 percent of average total deposits during ~~2005~~2006 and ~~2004,~~2005, respectively. The increase in savings accounts is primarily attributable to the success of the Green Plan savings account, which ~~has~~had grown to ~~$494.7~~$641.9 million at December 31, ~~2005~~2006 since its introduction in August 2004. The Green Plan account iswas indexed to the Federal Funds Target Rate. ~~Deposit~~During the first quarter of 2006, S&T introduced another high yield savings account to replace the Green Plan account called the Plan B account. After the introduction of the Plan B account, no further Green Plan accounts were opened. Plan B accounts were non-indexed and were expected to allow S&T to continue core deposit growth that better compliments shifting interest rate sensitivity. The S&T Cash Management account is similar to the Plan B account and was introduced in November 2006; both are non-indexed, but the S&T Cash Management account has the added feature of tiering, or the payment of higher rates on higher balances. At December 31, 2006, S&T Cash Management accounts, Green Plan and Plan B balances outstanding were $743.5 million. As of January 2, 2007, Green Plan and Plan B account balances were transferred to the new S&T Cash Management account. Core deposit growth has been an important strategic initiative for S&T, through the expansion of retail facilities, promotions and new products. Other important strategies include providing cash management services to commercial customers to increase transaction related deposits, and delivery services such as electronic banking. Total deposits at December 31, ~~2005~~2006 increased ~~$242.6~~$146.4 million compared to December 31, ~~2004.~~

~~PAGE 23~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

2005.

The daily average amount of deposits and rates paid on such deposits is summarized for the periods indicated in the following table:


	Year Ended December 31												Year Ended December 31
	2005				2004				2003				2006				2005				2004
	Amount		Rate		Amount		Rate		Amount		Rate		Amount		Rate		Amount		Rate		Amount		Rate
(dollars in thousands )
(dollars in thousands)

Noninterest-bearing demand deposits	$	411,236			$	391,885			$	347,042			$	423,808			$	411,236			$	391,885
NOW/Money market accounts		438,356	0.87	%		538,471	0.61	%		568,869	0.66	%		334,987	1.13	%		438,356	0.87	%		538,471	0.61	%
Savings deposits		502,641	2.24	%		235,926	0.63	%		203,633	0.46	%		829,700	3.95	%		502,641	2.24	%		235,926	0.63	%
Time deposits		889,261	3.34	%		857,534	3.02	%		803,323	3.30	%		914,621	4.04	%		889,261	3.34	%		857,534	3.02	%
TOTAL	$	2,241,494			$	2,023,816			$	1,922,867			$	2,503,116			$	2,241,494			$	2,023,816

Maturities of time certificates of deposit of $100,000 or more outstanding at December 31, ~~2005,~~ are summarized as follows:


(dollars in thousands )
			2006
(dollars in thousands)

Three months or less	$	83,205	$	86,464
Over three through six months		19,101		80,028
Over six through twelve months		36,464		45,622
Over twelve months		67,896		49,532
TOTAL	$	206,666	$	261,646

~~We believe our~~PAGE 25

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

Management believes that the S&T deposit base is stable and ~~we have~~that S&T has the ability to attract new deposits, mitigating a funding dependency on other more volatile sources. Special rate deposits of $100,000 and over were 10 percent and 9 percent of total deposits at December 31, 2006 and 2005, ~~and 2004,~~respectively, and primarily represent deposit relationships with local customers in our market area. In addition, management believes that S&T has the ability to access both public and private markets to raise long-term funding if necessary. At December 31, ~~2005,~~2006, S&T had ~~$57.2~~$2.8 million of brokered retail certificates of deposit outstanding compared to ~~$37.3~~$57.2 million at December 31, ~~2004.~~2005. The purchase of brokered retail certificates of deposits in ~~2005~~2006 and ~~2004~~2005 was an ALCO strategy to increase liquidity for commercial loan demand, as an alternative to increased borrowings.

BORROWINGS

Average borrowings by S&T decreased ~~$129.2~~$68.6 million in ~~2005~~2006 as a result of increased deposit growth and lower levels of investment securities. Borrowings were comprised of retail repurchase agreements (“REPOs”), wholesale REPOs, federal funds purchased, FHLB advances and long-term borrowings. S&T defines REPOs with our retail customers as retail REPOs; wholesale REPOs are those transacted with other banks and brokerage firms with terms normally ranging from one to 365 days.

The average balance in retail REPOs ~~decreased~~increased by $1.5 million in 2006 and $7.7 million in ~~2005 and increased by $11.4 million in 2004.~~2005. S&T views retail REPOs as a relatively stable source of funds because most of these accounts are with local, long-term customers.

Wholesale REPOs, federal funds purchased and FHLB advances averaged ~~$293.3~~$140.3 million in ~~2005,~~2006, a decrease of ~~$96.0~~$153.0 million from the ~~2004~~2005 averages. The decrease is attributable to the increase in deposits in ~~2005,~~2006, which decreased our need for additional funds.

During ~~2005,~~2006, average ~~fixed rate~~long-term borrowings ~~decreased $25.5 million. The decrease is attributable~~increased $82.8 million as compared to ~~the increase in deposits in 2005, which decreased our need for additional borrowings.~~December 31, 2005. At December 31, ~~2005,~~2006, S&T had long-term borrowings outstanding of ~~$83.8~~$168.8 million at a fixed-rate and $3.1 million at a variable rate with the FHLB. The increase in long-term borrowings is part of an ALCO strategy to limit interest rate risk as customer preferences have shifted to short-term and variable rate deposits, and to take advantage of lower cost funds through the FHLB’s Community Investment Program.

During the third quarter of 2006, S&T Bank issued $25.0 million of junior subordinated debentures through a pooled transaction at an initial fixed rate of 6.78 percent. On September 15, 2011 and quarterly thereafter, S&T Bank has the option to redeem the subordinated debt, subject to a 30 day written notice and prior approval by the FDIC. If S&T Bank chooses not to exercise the option for early redemption on September 15, 2011 or subsequent quarters, the subordinated debt will convert to a variable rate of 3-month LIBOR plus 160 basis points. The subordinated debt qualifies as Tier 2 capital under regulatory guidelines and will mature on December 15, 2036.

PAGE 2426

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

the FHLB. The purpose of these borrowings was to provide matched fundings for newly originated loans, to mitigate the risk associated with volatile liability fundings, to take advantage of lower-cost funds through the FHLB’s Community Investment Program and to fund stock buy-backs.

During the fourth quarter of 2003, S&T prepaid $89.3 million of fixed-rate borrowings, with average maturities of approximately nine months and an average cost of 6.56 percent, resulting in a pretax prepayment charge of $3.6 million. The prepayment penalties are reflected in S&T’s Consolidated Statements of Income as noninterest expense. The funds were replaced with short-term borrowings having an average cost of 1.25 percent. The expense savings approximated $3.0 million in 2004 and $0.5 million in 2003. The reduction in higher-cost long-term debt was an ALCO strategy intended to mitigate the asset sensitivity position of S&T’s balance sheet and exposure to declining interest rates or a flattening yield curve.

The following table shows the distribution of our short-term borrowings and the weighted average interest rates thereon at the end of each of the last three years. Also provided are the maximum amount of borrowings and the average amounts of borrowings as well as weighted average interest rates for the last three years.


Securities Sold under Repurchase Agreements and Federal Funds Purchased	2005			2004			2003			2006			2005			2004
(dollars in thousands)

Balance at December 31	$	137,829		$	98,384		$	182,020		$	133,021		$	137,829		$	98,384
Average balance during the year		132,406			164,645			185,214			114,544			132,406			164,645
Average interest rate during the year		2.98	%		1.16	%		1.13	%		4.51	%		2.98	%		1.16	%
Maximum month-end balance during the year	$	174,467		$	199,538		$	230,774		$	156,471		$	174,467		$	199,538
Average interest rate at year-end		3.80	%		1.77	%		0.95	%		4.83	%		3.80	%		1.77	%

Federal Home Loan Bank (FHLB) Advances	2005			2004			2003			2006			2005			2004
(dollars in thousands)

Balance at December 31	$	150,000		$	225,000		$	250,000		$	55,000		$	150,000		$	225,000
Average balance during the year		221,918			293,391			142,136			88,342			221,918			293,391
Average interest rate during the year		3.21	%		1.47	%		1.28	%		5.01	%		3.21	%		1.47	%
Maximum month-end balance during the year	$	315,000		$	380,000		$	250,000		$	150,000		$	315,000		$	380,000
Average interest rate at year-end		4.34	%		2.20	%		1.20	%		5.44	%		4.34	%		2.20	%

WEALTH MANAGEMENT ASSETS

The year-end ~~2005~~2006 market value balance of the S&T Bank ~~Wealth Management~~wealth management assets under management, which are not accounted for as part of the assets of S&T, increased 512 percent in ~~2005~~2006 to ~~$1.2~~$1.4 billion, with ~~$912.8~~$959.8 million in ~~Wealth Management Services~~wealth management services and ~~$311.5~~$416.6 million in ~~Brokerage Services.~~brokerage services. The ~~2005~~2006 increase is attributable to increased performance in the stock markets and newly developed business relationships.

EXPLANATION OF USE OF NON-GAAP FINANCIAL MEASURES

In addition to the results of operations presented in accordance with generally accepted accounting principles (“GAAP”), S&T management uses, and this annual report contains or references, certain non-GAAP financial measures, such as net interest income on a fully tax-equivalent basis and operating revenue. S&T believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance and our business and performance trends as they facilitate comparisons with the performance of others in the financial

~~PAGE 25~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

services industry. Although S&T believes that these non-GAAP financial measures enhance investors’ understanding of S&T’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.

We believe the presentation of net interest income on a fully tax-equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income per the consolidated statements of income is reconciled to net interest income adjusted to a fully tax-equivalent basis on page ~~27.~~29.

Operating revenue is the sum of net interest income and noninterest income less security gains. In order to understand the significance of net interest income to S&T business and operating results, S&T management believes it is appropriate to evaluate the significance of net interest income as a component of operating revenue.

PAGE 27

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

RESULTS OF OPERATIONS

Year Ended December 31, 2006

NET INCOME

Net income was $53.3 million or $2.06 per diluted earnings per share in 2006, an 8 percent decrease from the $58.2 million or $2.18 per diluted earnings per share in 2005. The decrease in earnings was primarily the result of a higher provision for loan losses due to the deterioration in the credit quality of three large commercial loan relationships, the $0.9 million charge-down for properties previously acquired through foreclosure and other increases to noninterest expense. The return on average assets was 1.64 percent for 2006, as compared to 1.90 percent for 2005. The return on average equity was 15.37 percent for 2006 compared to 16.57 percent for 2005.

RETURN ON EQUITY AND ASSETS

The table below shows consolidated operating and capital ratios of S&T for each of the last three years:


	Year Ended December 31
	2006		2005		2004
Return on average assets	1.64	%	1.90	%	1.83	%
Return on average equity	15.37	%	16.57	%	16.07	%
Dividend payout ratio	56.34	%	50.38	%	51.70	%
Equity to asset ratio	10.16	%	11.03	%	11.68	%

NET INTEREST INCOME

On a fully tax-equivalent basis, net interest income increased $1.0 million or 1 percent in 2006 compared to 2005. The net yield on interest earning assets decreased to 3.86 percent in 2006 as compared to 4.05 percent in 2005. The decrease in the net yield on earning assets is primarily attributable to the effect of rising short-term interest rates in combination with a flat and inverted yield curve during the period. S&T’s balance sheet is liability sensitive, with funding costs rising faster than asset yields in today’s interest rate environment.

In 2006, average loans increased $217.3 million and average securities, other investments and federal funds sold decreased $50.7 million. The yields on average loans increased by 80 basis points, and the yields on average securities increased 15 basis points. Overall funding costs increased 75 basis points.

Average interest-bearing deposits provided $249.1 million of the funds for the growth in average earning assets, at a cost of 3.54 percent in 2006 as compared to 2.45 percent in 2005. The cost of repurchase agreements and other borrowed funds increased 157 basis points to 4.96 percent.

Negatively affecting net interest income was a $13.8 million decrease in average net free funds during 2006 compared to 2005. Average net free funds are the excess of demand deposits, other noninterest-bearing liabilities and shareholders’ equity over nonearning assets. The decrease is primarily due to a successful stock buy-back program in 2006, higher levels of cash and due from banks, defined benefit pension plan fundings and an increase in premises and equipment due to new branches and administrative facilities during 2006.

PAGE 28

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

interest-bearing liabilities is very significant to our financial performance because net interest income comprised 76 percent of operating revenue, (net interest income plus noninterest income, excluding security gains) in 2006 and 78 percent in 2005. The level and mix of earning assets and funds are continually monitored by ALCO in order to mitigate the interest-rate sensitivity and liquidity risks of the balance sheet. A variety of ALCO strategies were successfully implemented, within prescribed ALCO risk parameters, to maintain an acceptable net interest margin given the challenges of the current interest rate environment.

Interest on loans to and obligations of state, municipalities and other public entities are not subject to federal income tax. As such, the stated (pre-tax) yield on these assets is lower than the yields on taxable assets of similar risk and maturity. In order to make the pre-tax income and resultant yields comparable to taxable loans and investments, a tax-equivalent adjustment was added to interest income in the tables below. This adjustment is calculated using the U.S. federal statutory corporate income tax rate of 35 percent for 2006, 2005 and 2004.

The following table reconciles interest income per the consolidated statements of income to net interest income adjusted to a fully tax-equivalent basis:


	Year Ended December 31
	2006		2005		2004
(dollars in thousands)

Interest income per consolidated statements of income	$	204,702	$	172,122	$	148,638
Adjustment to fully tax-equivalent basis		4,504		4,042		3,706
Interest income adjusted to fully tax-equivalent basis		209,206		176,164		152,344
Interest expense		91,584		59,514		40,890
Net interest income adjusted to fully tax-equivalent basis	$	117,622	$	116,650	$	111,454

PAGE 29

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

Average Balance Sheet and Net Interest Income Analysis


	December 31
	2006						2005						2004
	Average Balance			Interest		Yield/ Rate	Average Balance			Interest		Yield/ Rate	Average Balance			Interest		Yield/ Rate
(dollars in thousands)

ASSETS
Loans⁽¹⁾⁽²⁾	$	2,588,175		$	187,818	7.26%	$	2,370,851		$	153,193	6.46%	$	2,225,314		$	128,086	5.76%
Taxable investment securities		362,307			16,374	4.52%		413,967			18,638	4.50%		479,944			20,669	4.31%
Tax-exempt investment securities⁽²⁾		84,116			4,145	4.93%		78,846			3,844	4.88%		67,701			3,275	4.84%
Other investments		12,676			771	6.09%		16,126			395	2.45%		19,013			295	1.55%
Federal funds sold		1,890			98	5.20%		2,750			94	3.42%		1,050			19	1.81%
Total interest-earning assets⁽³⁾		3,049,164			209,206	6.86%		2,882,540			176,164	6.11%		2,793,022			152,344	5.45%
Noninterest-earning assets:
Cash and due from banks		53,331						50,471						46,964
Premises and equipment, net		31,973						26,494						23,850
Other assets		162,866						149,305						142,249
Less allowance for loan losses		(36,427	)					(35,466	)					(33,357	)
Total	$	3,260,907					$	3,073,344					$	2,972,728

LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
NOW/Money market accounts	$	334,987		$	3,796	1.13%	$	438,356		$	3,833	0.87%	$	538,471		$	3,264	0.61%
Savings deposits		829,700			32,787	3.95%		502,641			11,263	2.24%		235,926			1,493	0.63%
Time deposits		914,621			36,946	4.04%		889,261			29,728	3.34%		857,534			25,874	3.02%
Federal funds purchased		21,560			1,109	5.14%		21,829			727	3.33%		25,392			371	1.46%
Securities sold under repurchase agreements		92,984			4,063	4.37%		110,577			3,218	2.91%		139,253			1,547	1.11%
Short-term borrowings		88,342			4,424	5.01%		221,918			7,127	3.21%		293,391			4,321	1.47%
Long-term borrowings		154,276			7,988	5.18%		78,419			3,618	4.61%		103,900			4,020	3.87%
Subordinated debt		6,986			471	6.74%		—			—	—		—			—	—
Total interest-bearing liabilities⁽³⁾		2,443,456			91,584	3.75%		2,263,001			59,514	2.63%		2,193,867			40,890	1.86%
Noninterest-bearing liabilities:
Demand deposits		423,808						411,236						391,885
Other		46,732						47,570						48,725
Shareholders’ equity		346,911						351,537						338,251
Total	$	3,260,907					$	3,073,344					$	2,972,728
Net interest income				$	117,622					$	116,650					$	111,454
Net yield on interest-earning assets						3.86%						4.05%						3.99%

(1)	For the purpose of these computations, nonaccruing loans are included in the daily average loan amounts outstanding.

(2)	Tax-exempt income is on a fully tax-equivalent basis, including the dividend-received deduction for equity securities, using the statutory federal corporate income tax rate of 35 percent for 2006, 2005 and 2004.

(3)	Yields are calculated using historical cost basis.

PAGE 30

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

The following tables set forth for the periods indicated a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:


	2006 Compared to 2005 Increase (Decrease) Due to⁽¹⁾									2005 Compared to 2004 Increase (Decrease) Due to⁽¹⁾
	Volume			Rate			Net			Volume			Rate			Net
(dollars in thousands)

Interest earned on:
Loans⁽²⁾	$	14,043		$	20,583		$	34,626		$	8,377		$	16,729		$	25,106
Taxable investment securities		(2,326	)		62			(2,264	)		(2,841	)		811			(2,030	)
Tax-exempt investment securities⁽²⁾		257			43			300			539			30			569
Other investments		(85	)		461			376			(45	)		145			100
Federal funds sold		(29	)		34			5			31			44			75
Total interest-earning assets		11,860			21,183		$	33,043			6,061			17,759			23,820

Interest paid on:
NOW/money market accounts		(904	)		867			(37	)		(607	)		1,176			569
Savings deposits		7,329			14,195			21,524			1,688			8,082			9,770
Time deposits		848			6,370			7,218			958			2,896			3,854
Federal funds purchased		(9	)		390			381			(52	)		408			356
Securities sold under agreements to repurchase		(512	)		1,357			845			(318	)		1,990			1,672
Short-term borrowings		(4,290	)		1,587			(2,703	)		(1,053	)		3,859			2,806
Long-term borrowings		3,499			873			4,372			(986	)		583			(403	)
Subordinated debt		471			—			471			—			—			—
Total interest-bearing liabilities		6,432			25,639			32,071			(370	)		18,994			18,624
Change in net interest income	$	5,428		$	(4,456	)	$	972		$	6,431		$	(1,235	)	$	5,196

(1)	The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

(2)	Tax-exempt income is on a fully tax-equivalent basis using the statutory federal corporate income tax rate of 35 percent for 2006, 2005 and 2004.

PROVISION FOR LOAN LOSSES

The provision for loan losses is an amount added to the allowance against which loan losses are charged. The provision for loan losses was $9.4 million and $5.0 million for 2006 and 2005, respectively. The provision is the result of management’s assessment of credit quality statistics and other risk factors that would have an impact on probable losses in the loan portfolio, and the model used to determine the adequacy of the allowance for loan losses. A statistical model is used to assist in the determination of the adequacy of the allowance for loan losses. Changes in the risk ratings within allowance for loan loss model are consistent with the decline in asset quality, which includes a significant increase in net loan charge-offs and nonaccrual loans that occurred as a result of the aforementioned commercial loan relationships.

Credit quality is the most important factor in determining the amount of the allowance, and the resulting provision. Also affecting the amount of the allowance and resulting provision is loan growth and portfolio composition. Most of the loan growth in 2006 and 2005 is attributable to larger commercial loans. Net loan charge-offs totaled $12.7 million for 2006 and $1.7 million in 2005. The most significant charge-offs for 2006 were the aforementioned $7.2 million construction company, $2.7 million for a commercial real estate loan participation and $1.5 million for a wholesale

PAGE 31

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

distributor, all of which were previously considered in the analysis for the adequacy of the allowance for loan losses. Nonaccrual loans to total loans increased to 0.74 percent at December 31, 2006 as compared to 0.45 percent at December 31, 2005.

NONINTEREST INCOME

Noninterest income, excluding net security gains, increased $2.5 million, or 8 percent in 2006 compared to 2005. Increases included $0.8 million or 9 percent in service charges on deposit accounts, a $0.9 million or 13 percent increase in wealth management fees, a $1.0 million or 17 percent increase in insurance activities and a $0.6 million or 8 percent increase in other revenue, offset by a $0.8 million or 53 percent decrease in mortgage banking activities.

S&T recognized $6.1 million of gains on the sale of securities in 2006. These gains were partially offset by $0.6 million of realized losses taken for an-other-than-temporary impairment, in accordance with FSP 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”, on three equity investment securities. Security gains were primarily attributable to the sales of equity securities in order to maximize returns by taking advantage of market opportunities when presented. The equities portfolio is comprised primarily of bank holding company common stock.

The $0.8 million increase in service charges on deposit accounts is primarily a result of management’s continued effort to implement reasonable fees for services performed and to manage closely the collection of these fees, as well as to expand new cash management relationships. During 2006, fees for insufficient funds increased $0.9 million as a result of product redesign. The $0.9 million increase in wealth management fees were a result of new business development and increased performance in the stock market values of customer accounts during 2006. Insurance commissions increased $1.0 million primarily as a result of stronger overall sales volume and the acquisition of Holsinger Insurance Agency during the first quarter of 2006. These areas were the focus of several strategic initiatives and product enhancements implemented in order to expand these sources of noninterest income. The $0.8 million decrease in mortgage banking activities is primarily a result of lower origination volumes and a decline in the gain on sale recognized upon sale of these loans into the secondary markets reflective, of a general slow-down in the housing market. Other fee revenue increases of $0.6 million reflect normal organization expansion and include increases of $0.5 million in debit/credit card activity.

NONINTEREST EXPENSE

Noninterest expense increased $6.8 million or 11 percent in 2006 compared to 2005. S&T’s efficiency ratio, which measures noninterest expense as a percent of noninterest income, excluding security gains plus net interest income on a fully tax-equivalent basis, was 45 percent in 2006 and 42 percent in 2005.

Staff expense increased 8 percent or $2.9 million in 2006. This increase is primarily attributable to the effects of normal year-end merit increases, the addition of 15 average full-time equivalent staff to implement new strategic initiatives and expanded retail facilities and the $0.8 million effect of implementing Financial Accounting Standards Board Statement No. 123(R), “Share Based Payment”. Also impacting staff expense in 2006 is a $1.0 million incentive paid to all employees to provide transitioning from bank-wide stock option grants into a new performance-based incentive plan. No corporate-wide stock option grants, including grants to executive management and directors, were awarded in 2006, as compared to prior years. Average full-time equivalent staff was 801 in 2006 and 786 in 2005.

PAGE 32

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

defined benefit plan for 2006 and 2005. Net periodic pension expense is expected to approximate $0.1 million for the year 2007, assuming no significant changes in plan assumptions.

Occupancy, equipment and data processing expense increased 7 percent or $0.9 million as compared to 2005 due to several facility restructurings, which included the addition of new branches and administrative facilities. Other tax expense increased 10 percent or $0.3 million as compared to 2005 primarily as a result of increases in Pennsylvania shares tax. Other expenses increased 25 percent or $2.5 million in 2006 as compared to 2005 primarily due to $1.0 million of write-downs of real estate previously acquired through foreclosure to current market values, an increase of $0.6 million in the allowance for lending-related commitments, a $0.3 million increase in legal expenses and $0.4 million of revenue received in 2005 for a historical rehabilitation tax credit partnership.

FEDERAL INCOME TAXES

Federal income tax expense decreased $2.8 million to $21.5 million in 2006 as compared to 2005. This decrease is primarily attributable to a decrease in pre-tax income. The effective tax rate of 29 percent in 2006 and 2005 was below the 35 percent statutory tax rate due to the tax benefits resulting from tax-exempt interest, excludable dividend income and the tax benefits associated with Low Income Housing Tax Credit (“LIHTC”) and Federal Historic Tax Credit projects. S&T currently does not incur any alternative minimum tax.

RESULTS OF OPERATIONS

Year Ended December 31, 2005

NET INCOME

Net income was ~~a record~~ $58.2 million or $2.18 per diluted earnings per share in 2005, a 7 percent increase from the $54.4 million or $2.03 per diluted earnings per share in 2004. The increase in earnings was primarily the result of increases in net interest income and noninterest income offset by lower security gains and increased noninterest expense. The return on average assets was 1.90 percent for 2005, as compared to 1.83 percent for 2004. The return on average equity ~~was~~at 16.57 percent for 2005 compared to 16.07 percent for 2004.

~~RETURN ON EQUITY AND ASSETS~~

~~The table below shows consolidated operating and capital ratios of S&T for each of the last three years:~~

     Year Ended December 31

     2005    2004    2003
Return on average assets
     1.90 %    1.83 %    1.81 %
Return on average equity
     16.57 %    16.07 %    16.23 %
Dividend payout ratio
     50.38 %    51.70 %    51.62 %
Equity to asset ratio
     11.03 %    11.68 %    11.47 %

NET INTEREST INCOME

On a fully tax-equivalent basis, net interest income increased $5.2 million or 4.7 percent in 2005 compared to 2004. The net yield on interest-earning assets increased to 4.05 percent in 2005 as compared to 3.99 percent in 2004. The increase in net yield on interest earning assets is attributable to the effect of higher short-term interest rates on a balance sheet that was asset sensitive most of the year, growth in core deposits and reduced balance sheet leveraging activities as the risk reward for leveraging activities have been significantly reduced by a flattening yield curve.

In 2005, average loans increased $145.6 million and average securities and federal funds sold decreased $56.0 million. The yields on average loans increased by 70 basis points and the yields on average securities increased 22 basis points. Overall funding costs increased 66 basis points.

Average interest-bearing deposits provided $198.3 million of the funds for the growth in average earning assets, at a cost of 2.45 percent in 2005 as compared to 1.88 percent in 2004. The cost of repurchase agreements and other borrowed funds increased 157 basis points to 3.39 percent.

~~PAGE 26~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

Positively affecting net interest income was a $20.3 million increase in average net free funds during 2005 compared to 2004. Average net free funds are the excess of demand deposits, other noninterest-bearing liabilities and shareholders’ equity over nonearning assets. Most of this increase is due to the successful marketing of new demand accounts and corporate cash management services.

Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the volume of interest-earning assets and interest-bearing liabilities and changes in interest yields and rates. Therefore, maintaining consistent spreads between earning assets and interest-bearing liabilities is very significant to our financial performance because net interest income comprised 78 percent of operating revenue, (net interest income plus noninterest income, excluding security gains) in 2005 and 79 percent in 2004. The level and mix of earning assets and funds are continually monitored by ALCO in order to mitigate the interest-rate sensitivity and liquidity risks of the balance sheet. A variety of ALCO strategies were successfully implemented, within prescribed ALCO risk parameters that enabled us to maintain a net interest margin consistent with historical levels.

Interest on loans to and obligations of state, municipalities and other public entities is not subject to federal income tax. As such, the stated (pre-tax) yield on these assets is lower than the yields on taxable assets of similar risk and maturity. In order to make the pre-tax income and resultant yields comparable to taxable loans and investments, a tax-equivalent adjustment was added to interest income in the tables below. This adjustment has been calculated using the U.S. federal statutory corporate income tax rate of 35 percent for 2005, 2004 and 2003.

~~The following table reconciles interest income per the consolidated statements of income to net interest income adjusted to a fully tax-equivalent basis:~~

   Year Ended December 31
   2005    2004    2003
(dollars in thousands )
Interest income per consolidated statements of income
   $ 172,122    $ 148,638    $ 151,460
Adjustment to fully tax-equivalent basis
   4,042    3,706    3,675
Interest income adjusted to fully tax-equivalent basis
   176,164    152,344    155,135
Interest expense
   59,514    40,890    47,066
Net interest income adjusted to fully tax-equivalent basis
   $ 116,650    $ 111,454    $ 108,069

PAGE 2733

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

~~Average Balance Sheet and Net Interest Income Analysis~~

December 31
2005
2004
2003
Average
Balance Interest Yield/
Rate Average
Balance Interest Yield/
Rate Average
Balance Interest Yield/
Rate
(dollars in thousands )
ASSETS

Loans⁽¹⁾⁽²⁾
$ 2,370,851 $ 153,192 6.46% $ 2,225,314 $ 128,087 5.76% $ 2,034,670 $ 126,535 6.22%
Taxable investment securities
430,093 19,032 4.43% 498,957 20,962 4.20% 584,024 25,888 4.43%
Tax-exempt investment securities⁽²⁾
78,846 3,844 4.88% 67,701 3,275 4.84% 55,311 2,711 4.90%
Interest-earning deposits with banks
109 2 1.41% 156 1 0.89% 192 1 0.52%
Federal funds sold
2,750 94 3.42% 1,050 19 1.81% 40 — —
Total interest-earning assets⁽³⁾
2,882,649 176,164 6.11% 2,793,178 152,344 5.45% 2,674,237 155,135 5.80%
Noninterest-earning assets:

Cash and due from banks
50,471 46,964 49,209
Premises and equipment, net
26,494 23,850 22,927
Other assets
149,196 142,093 138,978
Less allowance for loan losses
(35,466 ) (33,357 ) (31,117 )
Total
$ 3,073,344 $ 2,972,728 $ 2,854,234
LIABILITIES AND SHAREHOLDERS’ EQUITY

Interest-bearing liabilities:

NOW/Money market accounts
$ 438,356 $ 3,833 0.87% $ 538,471 $ 3,264 0.61% $ 568,869 $ 3,772 0.66%
Savings deposits
502,641 11,263 2.24% 235,926 1,493 0.63% 203,633 944 0.46%
Time deposits
889,261 29,728 3.34% 857,534 25,874 3.02% 803,323 26,502 3.30%
Federal funds purchased
21,829 727 3.33% 25,392 371 1.46% 39,123 526 1.34%
Securities sold under repurchase agreements
110,577 3,218 2.91% 139,253 1,547 1.11% 146,091 1,567 1.07%
Short-term borrowings
221,918 7,127 3.21% 293,391 4,321 1.47% 142,136 1,814 1.28%
Long-term borrowings
78,419 3,618 4.61% 103,900 4,020 3.87% 228,963 11,941 5.22%
Total interest-bearing liabilities⁽³⁾
2,263,001 59,514 2.63% 2,193,867 40,890 1.86% 2,132,138 47,066 2.21%
Noninterest-bearing liabilities:

Demand deposits
411,236 391,885 347,042
Other
47,570 48,725 56,071
Shareholders’ equity
351,537 338,251 318,983
Total
$ 3,073,344 $ 2,972,728 $ 2,854,234
Net interest income
$ 116,650 $ 111,454 $ 108,069
Net yield on interest-earning assets
4.05% 3.99% 4.04%

~~(1)~~

~~For the purpose of these computations, nonaccruing loans are included in the daily average loan amounts outstanding.~~

~~(2)~~

Tax-exempt income is on a fully tax-equivalent basis, including the dividend-received deduction for equity securities, using the statutory federal corporate income tax rate of 35 percent for 2005, 2004 and 2003.

~~(3)~~

~~Yields are calculated using historical cost basis.~~

~~PAGE 28~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

~~The following tables set forth for the periods indicated a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:~~

2005 Compared to 2004
Increase (Decrease) Due to⁽¹⁾

2004 Compared to 2003
Increase (Decrease) Due to⁽¹⁾

   Volume Rate Net Volume Rate Net
(dollars in thousands )
Interest earned on:

Loans⁽²⁾
   $ 8,377 $ 16,728 $ 25,105 $ 11,856 $ (10,304 ) $ 1,552
Taxable investment securities
   (2,893 ) 963 (1,930 ) (3,771 ) (1,155 ) (4,926 )
Tax-exempt investment securities⁽²⁾
   539 30 569 607 (43 ) 564
Interest-earning deposits with banks
   — 1 1 — — —
Federal funds sold
   31 44 75 — 19 19
Total interest-earning assets
   6,054 17,766 23,820 8,692 (11,483 ) (2,791 )
Interest paid on:

NOW/money market accounts
   (607 ) 1,176 569 (202 ) (306 ) (508 )
Savings deposits
   1,688 8,082 9,770 150 399 549
Time deposits
   957 2,897 3,854 1,788 (2,416 ) (628 )
Federal funds purchased
   (51 ) 407 356 (185 ) 30 (155 )
Securities sold under repurchase agreements
   (319 ) 1,990 1,671 (73 ) 53 (20 )
Short-term borrowings
   (1,053 ) 3,859 2,806 1,930 577 2,507
Long-term borrowings
   (986 ) 584 (402 ) (6,522 ) (1,399 ) (7,921 )
Total interest-bearing liabilities
   (371 ) 18,995 18,624 (3,114 ) (3,062 ) (6,176 )
Change in net interest income
   $ 6,425 $ (1,229 ) $ 5,196 $ 11,806 $ (8,421 ) $ 3,385

~~(1)~~

~~The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.~~

~~(2)~~

~~Tax-exempt income is on a fully tax-equivalent basis using the statutory federal corporate income tax rate of 35 percent for 2005, 2004 and 2003.~~

PROVISION FOR LOAN LOSSES

~~The provision for loan losses is an amount added to the allowance against which loan losses are charged.~~ The provision for loan losses was $5.0 million and $4.4 million for 2005 and 2004, respectively. The provision is the result of management’s assessment of credit quality statistics and other risk factors that would have an impact on probable losses in the loan portfolio, and the model used to determine the adequacy of the allowance for loan losses. A statistical model is used for the determination of the adequacy of the allowance for loan losses. Changes in the provision and allowance for loan losses are directionally consistent with changes in credit quality and other risk factors. During 2005, S&T recorded a specific allowance for one impaired commercial loan relationship, which accounted for the majority of the provision for the loan losses for 2005. S&T’s exposure with respect to this one commercial loan has been appropriately considered in determining the adequacy of its allowance for loan losses based on the valuation of the underlying collateral and S&T’s expectation of future cash flows from this commercial loan relationship.

~~Credit quality is the most important factor in determining the amount of the allowance, and the resulting provision. Also affecting the amount of the allowance and resulting provision is loan growth~~

~~PAGE 29~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

~~and portfolio composition.~~ Most of the loan growth in 2005 and 2004 is attributable to ~~larger~~larger-sized commercial loans. Net loan charge-offs totaled $1.7 million for 2005 and $1.6 million in 2004. Included in the 2004 net charge-offs is a $3.9 million recovery in the fourth quarter of 2004 of two previously charged-off commercial loans in the hotel and manufacturing industries that were considered in the determination of the allowance for loan losses. ~~Nonperforming~~Nonaccrual loans to total loans increased to 0.45 percent at December 31, 2005 as compared to 0.28 percent at December 31, 2004.

NONINTEREST INCOME

Noninterest income, excluding net security gains, increased $3.7 million or 13 percent in 2005 compared to 2004. Increases included $0.2 million or 2 percent in service charges on deposit accounts, a $0.8 million or 13 percent increase in wealth management fees, a $0.2 million or 9 percent increase in letter of credit fees, a $1.1 million or 25 percent increase in insurance activities, a $0.1 million or 8 percent increase in mortgage banking activities and a $1.3 million or 25 percent increase in other revenue.

~~Security~~Net security gains totaled $5.0 million in 2005. S&T recognized $5.3 million of gross gains on securities and gross losses of $0.3 million on the sale of securities in 2005. Security gains were primarily attributable to the sales of equity securities in order to maximize returns by taking advantage of market opportunities when presented. ~~Our~~The equities portfolio is comprised primarily of bank holding company common stock.

The increase in wealth management fees were a result of new business and general market improvements as well as a $0.3 million increase in discount brokerage fees. Assets under management increased 5 percent in 2005 to $1.2 billion as a result of new customers and general market improvements. Insurance commissions increased $1.1 million primarily as a result of stronger overall sales volume and the acquisition of Bennett Associates Inc. and Cowher-Nehrig & Company during the first quarter of 2005. These areas were the focus of several strategic initiatives and product enhancements implemented in order to expand these sources of noninterest income. Other fee revenue increases of $1.3 million reflect normal organization expansion and include increases of $0.5 million in debit/credit card activity, $0.5 million of commercial loan swap fees and $0.2 million of gains on the sale of real estate owned acquired through foreclosure.

NONINTEREST EXPENSE

Noninterest expense increased $2.5 million or 4 percent in 2005 compared to 2004. S&T’s efficiency ratio, which measures noninterest expense as a percent of noninterest income, excluding security gains plus net interest income on a fully tax-equivalent basis, was 42 percent in 2005 and 43 percent in 2004.

Staff expense increased 6 percent or $1.9 million in 2005. This increase is primarily attributable to the effects of year-end merit increases and increased staffing levels required to implement new initiatives, offset by lower medical plan costs in 2005. Average full-time equivalent staff was 786 in 2005 and 774 in 2004.

S&T’s net periodic defined benefit plan cost is based primarily on three assumptions: the discount rate for plan liabilities, the expected return on plan assets and the rate of compensation increase. Net periodic pension expense of $0.9 million was recorded for S&T’s defined benefit plan for 2005 and 2004. ~~Net periodic pension expense is expected to approximate $0.9 million for the year 2006, assuming no significant changes in plan assumptions.~~

Occupancy and equipment expense increased 14 percent or $1.0 million as compared to 2004 as a result of a renegotiated and shorter lease term for an existing headquarter ~~facilities~~facility resulting in anticipation of the construction of a new building targeted for completion in the third quarter of 2006, and the addition of five new branches since year-end 2004. Data processing costs increased 8 percent or $0.3 million in 2005 as

PAGE 3034

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

acceleration of depreciation terms for leasehold improvements. Data processing costs increased 8 percent or $0.3 million in 2005 as compared to 2004. This increase is primarily attributable to increased organizational growth related to increased business activity, primarily in the commercial lending and credit administration areas. Other expenses decreased 6 percent or $0.6 million in 2005 as compared to 2004 primarily due to a $0.4 million reduction in the losses on low income housing and historical rehabilitation tax credit projects, a $0.1 million decrease to the ~~reserve~~allowance for ~~unfunded loan~~lending-related commitments and a $0.1 million refund resulting from a sales/use tax review initiative.

FEDERAL INCOME TAXES

Federal income tax expense increased $1.3 million to $24.3 million in 2005 as compared to 2004. This increase is primarily attributable to a higher level of taxable income. The effective tax rate of 29 percent in 2005 and 30 percent in 2004 was below the 35 percent statutory tax rate due to the tax benefits resulting from tax-exempt interest, excludable dividend income and the tax benefits associated with Low Income Housing Tax Credit (“LIHTC”) and Federal Historic Tax Credit projects. S&T currently does not incur any alternative minimum tax.

~~RESULTS OF OPERATIONS~~

~~Year Ended December 31, 2004~~

~~NET INCOME~~

Net income was a record $54.4 million or $2.03 per diluted earnings per share in 2004, a 5 percent increase from the $51.8 million or $1.94 per diluted earnings per share in 2003. The increase in earnings was primarily the result of increases in net interest income and lower provision for loan losses, offset by lower security gains. The return on average assets was 1.83 percent for 2004, as compared to 1.81 percent for 2003. The return on average equity at 16.07 percent for 2004 compared to 16.23 percent for 2003.

~~NET INTEREST INCOME~~

On a fully tax-equivalent basis, net interest income increased $3.4 million or 3.2 percent for 2004 compared to 2003. The net yield on interest-earning assets decreased to 3.99 percent in 2004 as compared to 4.04 percent in 2003. The decline in net interest margin is primarily due to significant loan refinancing activities and the shift of customer preferences for lower-rate variable loans during a period of historically low interest rates. This effect on net interest income was offset by higher-earning asset volumes, the growth in core deposits and the replacement of some fixed-rate borrowings with short-term borrowings.

In 2004, average loans increased $190.6 million and average securities decreased $72.7 million. The yields on average loans decreased by 46 basis points and the yields on average securities decreased 19 basis points. Overall funding costs decreased 35 basis points.

Average interest-bearing deposits provided $56.1 million of the funds for the growth in average earning assets, at a cost of 1.88 percent in 2004 as compared to 1.98 percent in 2003. The cost of repurchase agreements and other borrowed funds decreased 102 basis points to 1.83 percent.

Positively affecting net interest income was a $57.2 million increase in average net free funds during 2004 compared to 2003. Average net free funds are the excess of demand deposits, other noninterest-bearing liabilities and shareholders’ equity over nonearning assets. Most of this increase is due to the successful marketing of new demand accounts and corporate cash management services.

~~PROVISION FOR LOAN LOSSES~~

The provision for loan losses was $4.4 million and $7.3 million for 2004 and 2003, respectively. Most of the loan growth in 2004 and 2003 is attributable to larger-sized commercial loans. Net loan charge-

~~PAGE 31~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

offs totaled $1.6 million for 2004 and $6.0 million in 2003. The decrease in 2004 is primarily attributable to the $3.9 million recovery in 2004 of two previously charged-off loans. Nonperforming loans to total loans decreased to 0.28 percent at December 31, 2004 as compared to 0.43 percent at December 31, 2003. The 2004 charge-offs primarily consist of commercial loans in the hotel and manufacturing industries that were considered in the determination of the prior period allowance for loan losses. The 2003 charge-offs were mostly related to commercial loans in the food processing, hotel and automotive sales industries that were also considered in the determination of the prior period allowance for loan losses.

~~NONINTEREST INCOME~~

Noninterest income, excluding net security gains, increased $0.7 million or 3 percent in 2004 compared to 2003. Increases included $0.1 million or 1 percent in service charges and fees, a $0.8 million or 15 percent increase in wealth management fees, a $0.3 million or 7 percent increase in insurance activities, a $0.1 million or 2 percent increase in other revenue offset by a $0.5 million or 27 percent decrease in mortgage banking income. Security gains totaled $5.3 million in 2004. S&T recognized $6.3 million of gains on securities and losses of $1.0 million on the sale of securities in 2004. Security gains were primarily attributable to the sales of equity securities in order to maximize returns by taking advantage of market opportunities when presented and to reduce the price and concentration risks developing in the equity portfolio as a result of increasing valuations in the stock market in general and with financial stocks in particular. Our equities portfolio is comprised primarily of bank holding company common stock. Debt securities were sold as part of an ALCO strategy to reduce the interest rate risk of an asset sensitive balance sheet position in a declining interest rate environment or a flattening yield curve.

The increase in wealth management fees were a result of new business and general market improvements. Assets under management increased 15 percent in 2004 to $1.2 billion. Insurance commissions increased $0.3 million from 2003 primarily as a result of new revenue being generated by Evergreen. These areas were the focus of several strategic initiatives and product enhancements implemented in order to expand these sources of noninterest income. Mortgage banking revenue decreased $0.5 million from 2003 as the result of a decline in residential mortgage originations in 2004. Other fee revenue increases of $0.1 million reflect normal organization expansion and include $0.2 million of losses on the sale of real estate owned acquired through foreclosure.

~~NONINTEREST EXPENSE~~

Noninterest expense decreased $0.5 million or 1 percent in 2004 compared to 2003. The primary factor in this reduction on noninterest expense relates to a $3.6 million prepayment penalty incurred in the fourth quarter of 2003 for early prepayment of $89.0 million of long-term debt. S&T’s efficiency ratio, which measures noninterest expense as a percent of noninterest income, excluding security gains plus net interest income on a fully tax-equivalent basis, was 43 percent in 2004 and 45 percent in 2003.

Staff expense increased 4 percent or $1.3 million in 2004. This increase is primarily attributable to higher medical plan costs, merit increases, higher staffing levels required to implement new initiatives in fee-based business lines in wealth management and retail banking products and services. Average full-time equivalent staff was 774 in 2004 and 764 in 2003.

S&T’s net periodic defined benefit plan cost is based primarily on three assumptions: the discount rate for plan liabilities, the expected return on plan assets and the rate of compensation increase. Net periodic pension expense of $0.9 million and $1.2 million was recorded for S&T’s defined benefit plan for 2004 and 2003, respectively.

~~PAGE 32~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

Occupancy and equipment expense increased 5 percent or $0.2 million as compared to 2003. The increase is primarily attributable to the 2004 opening of new offices in the Wildcat Commons Wal-Mart in Latrobe and Allegheny Towne Center in Leechburg, as well as the new Strawberry Meadows office in Altoona that opened in December 2003. Data processing costs increased 14 percent or $0.5 million in 2004 as compared to 2003. This increase is primarily attributable to increased organizational growth related to increased business activity, primarily in the commercial lending and credit administration areas. Other taxes increased 11 percent or $0.3 million in 2004 as compared to 2003 as a result of an increase in Pennsylvania shares tax. Marketing expense increased 18 percent or $0.4 million in 2004 as compared to 2003, primarily as a result of organizational expansion and strategic initiatives. Other expenses increased 4 percent or $0.4 million in 2004 as compared to 2003 primarily the result of normal changes due to activity increases, organizational expansion and fee increases from vendors. Other expenses also included a $0.5 million funding of S&T’s Charitable Foundation in 2004 as compared to $0.4 million in 2003.

~~FEDERAL INCOME TAXES~~

Federal income tax expense increased $2.1 million to $23.0 million in 2004 as compared to 2003. This increase is primarily attributable to a higher level of taxable income. The effective tax rate of 30 percent in 2004 and 29 percent in 2003 was below the 35 percent statutory tax rate due to the tax benefits resulting from tax-exempt interest, excludable dividend income and the tax benefits associated with Low Income Housing Tax Credit (“LIHTC”) and Federal Historic Tax Credit projects.

LIQUIDITY AND CAPITAL RESOURCES

Shareholders’ equity ~~increased $3.3~~decreased $13.4 million at December 31, ~~2005~~2006 compared to December 31, ~~2004.~~2005. The primary source of equity growth is earnings retention. Capital growth is a function of net income less dividends paid to shareholders and treasury stock activities.

Net income was ~~$58.2~~$53.3 million and dividends paid to shareholders were ~~$29.3~~$30.0 million for ~~2005.~~2006. S&T paid 5056 percent of ~~2005~~2006 net income in dividends, equating to an annual dividend rate of ~~$1.13~~$1.17 per share. Also affecting capital was a decrease of ~~$11.7~~$2.1 million in unrealized gains on securities available for sale, net of tax, which is included in other comprehensive income. Also affecting capital was a decrease of $3.0 million upon adoption of Financial Accounting Standards Board Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans,” which is included in other comprehensive income, net of tax and the effects of stock buybacks.

During ~~2005,~~2006, S&T repurchased ~~660,400~~1,031,700 shares of its common stock at an average price of ~~$35.09~~$34.19 per share. The impact of the repurchased shares is ~~insignificant~~$0.02 increase to diluted earnings per share. The ~~remaining shares authorized under this program expired at December 31, 2005.~~ S&T ~~reissued 330,735 shares during 2005 primarily through the exercise of employee stock options. In December 2005, our~~ Board of Directors previously authorized a ~~plan~~stock buyback program for ~~our repurchase~~2006 of up to one million shares, or approximately 4 percent of shares ~~outstanding~~outstanding. During 2006, S&T repurchased 999,000 shares under this program at an average cost of $34.20 per share. On October 16, 2006, the S&T Board of Directors authorized a new stock buyback program until September 30, 2007 of an additional one million shares with 32,700 shares repurchased under this plan during the ~~period January 1,~~fourth quarter of 2006 at an average cost of $33.63 per share. S&T reissued 122,244 shares during 2006 primarily through the exercise of employee stock options. See schedule on page 15 for the 2006 share repurchase activity.

On September 21, 2006, S&T Bank issued $25.0 million of junior subordinated debt through a pooled transaction at an initial fixed rate of 6.78%. On September 15, 2011 and quarterly thereafter, S&T bank shall have the option to redeem the subordinated debt, subject to a 30 day written notice and prior approval by the FDIC. If S&T Bank chooses not to exercise the option for early redemption on September 15, 2011 or subsequent quarters, the subordinated debt will convert to a variable rate of 3-month LIBOR plus 160 basis points. The subordinated debt qualifies as Tier 2 capital under regulatory guidelines and will mature on December ~~31, 2006.~~15, 2036.

~~The book value of~~ S~~&T’s common stock increased 2 percent from $13.12 at December 31, 2004 to $13.41 at December 31, 2005, primarily due to earnings retention.~~

~~We continue~~&T continues to maintain a strong capital position with a leverage ratio of ~~9.5~~8.8 percent as compared to the ~~2005~~2006 minimum regulatory guideline of 3 percent. S&T’s risk-based capital Tier 1 and Total ratios were ~~10.5~~9.7 percent and ~~12.1~~11.9 percent, respectively, at December 31, ~~2005,~~2006, which places S&T well above the Federal Reserve Board’s risk-based capital guidelines of 4 percent and 8 percent for

PAGE 35

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

Tier 1 and Total capital. Included in the total ratio is 45 percent of the pretax unrealized holding gains on available for sale equity securities as prescribed by banking regulations effective October 1, 1998. In addition, management believes that S&T has the ability to raise additional capital if necessary.

During 2003, S&T filed a shelf registration statement on Form S-3 under the Securities Act of 1933 with the SEC for the issuance of up to $150.0 million of a variety of securities including, debt and capital securities, preferred and common stock and warrants. S&T may use the proceeds from the sale of any securities for general corporate purposes, which could include investments at the holding

~~PAGE 33~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

company level, investing in, or extending credit to, its subsidiaries, possible acquisitions and stock repurchases. As of December 31, ~~2005,~~2006, S&T had not issued any securities pursuant to the shelf registration statement.

In April 1993, shareholders approved the S&T Incentive Stock Plan (“Stock Plan”) authorizing the issuance of a maximum of 1.2 million shares of S&T’s common stock to assist in attracting and retaining employees of outstanding ability and to align their interests with those of the shareholders of S&T. On October 17, 1994, the Stock Plan was amended to include outside directors. On April 21, 1997, shareholders approved an amendment to the Stock Plan increasing the number of authorized shares to 3.2 million. As of December 31, 2002, 3,180,822 nonstatutory stock options and 35,600 restricted stock awards had been granted to key employees and outside directors under the Stock Plan; 906,962 of these awards are currently exercisable. In April 2003, shareholders approved the 2003 S&T Incentive Stock Plan (“2003 Stock Plan”) authorizing the issuance of 1.5 million shares, subject to capital adjustments as provided in the 2003 Stock Plan. The purpose of the 2003 Stock Plan is to promote the long-term interests of S&T and its shareholders by attracting and retaining directors, officers and key employees. S&T believes that directors, officers and employees who own shares of its common stock will have a closer identification with S&T and a greater motivation to work for S&T’s success, because, as shareholders, they will participate in S&T’s growth and earnings. As of December 31, ~~2005, 933,500~~2006, 937,500 nonstatutory stock options had been granted under the 2003 Stock Plan to employees and directors; ~~515,350~~642,750 of these awards are currently exercisable. On December 19, 2005, S&T also granted 206,900 cash appreciation rights under the 2005 Cash Appreciation Rights Plan to employees. None of these awards are currently exercisable. No corporate-wide stock option grants, including grants to executive management and directors, were awarded in 2006.

S&T has various financial obligations, including contractual obligations and commitments that may require future cash payments. The following table presents as of December 31, ~~2005,~~2006, significant fixed and determinable contractual obligations to third parties by payment date:


	Payments Due In										Payments Due In
	Less than One Year		One to Three Years		Three to Five Years		Over Five Years		Total		Less than One Year		One to Three Years		Three to Five Years		Over Five Years		Total
(dollars in thousands)

Deposits without a stated maturity⁽¹⁾	$	1,485,776	$	—	$	—	$	—	$	1,485,776	$	1,644,094	$	—	$	—	$	—	$	1,644,094
Time deposits⁽¹⁾		548,150		301,691		59,678		23,589		933,108		659,530		216,789		35,557		9,337		921,213
Federal funds purchased and securities sold under repurchase agreements⁽¹⁾		137,829		—		—		—		137,829		133,021		—		—		—		133,021
Short-term borrowings⁽¹⁾		150,000		—		—		—		150,000		55,000		—		—		—		55,000
Long-term borrowings⁽¹⁾		45,344		10,741		18,934		8,757		83,776		20,921		135,394		6,324		9,303		171,942
Junior subordinated debt securities⁽¹⁾												—		—		—		25,000		25,000
Operating leases		1,195		1,774		1,623		5,547		10,139		1,089		2,079		1,996		15,004		20,168
Purchase obligations		3,000		6,000		5,750		—		14,750		3,000		6,000		2,750		—		11,750
Total	$	2,371,294	$	320,206	$	85,985	$	37,893	$	2,815,378	$	2,516,655	$	360,262	$	46,627	$	58,644	$	2,982,188

(1)

Excludes interest

PAGE 36

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

Operating lease obligations represent short-term lease arrangements as described in Note F to the consolidated financial statements. Purchase obligations represent obligations under agreement with Metavante, S&T’s third party data processing servicer, for operational services outsourced. The Metavante obligation has a buyout provision of 40 percent of the remaining payments under the original term of the contract.

In the normal course of business, S&T commits to extend credit and issue standby letters of credit. These obligations are not recorded in our financial statements. Loan commitments and standby letters of credit are subject to S&T’s normal credit underwriting policies and procedures and generally

~~PAGE 34~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

require collateral based upon management’s evaluation of each customer’s financial condition and ability to satisfy completely the terms of the agreement and are renewed on an annual basis. Our exposure to credit loss in the event the customer does not satisfy the terms of the agreement equals the notional amount of the obligation less the value of any collateral. Unfunded commercial loan commitments totaled ~~$635,809,000~~$686,204,000 and ~~$547,627,000~~$635,809,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively. Unfunded other loan commitments totaled ~~$144,694,000~~$157,863,000 and ~~$134,059,000~~$144,694,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively; and obligations under standby letters of credit totaled ~~$206,249,000~~$220,494,000 and ~~$213,409,000~~$206,249,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively.

REGULATORY MATTERS

S&T and S&T Bank are subject to periodic examinations by one or more of the various regulatory agencies. During ~~2005,~~2006, an examination of S&T Bank was conducted by the Federal Deposit Insurance Corporation (“FDIC”) and a financial holding company inspection was conducted by the Federal Reserve Bank of ~~Cleveland.~~Cleveland (“Federal Reserve”). The ~~inspection~~examination by the ~~Federal Reserve Bank of Cleveland~~FDIC included, but was not limited to, procedures designed to review ~~processes~~lending practices, credit quality, liquidity, operations and ~~practices in relation~~capital adequacy of S&T Bank and its subsidiaries. The examination by the Federal Reserve included, but was not limited to, ~~credit, market, liquidity, operational, legal~~procedures designed to review board of director and ~~reputational risks.~~related committee meetings minutes, financial statements, corporate policies and intercompany transactions of S&T and its subsidiaries. No comments were received from the FDIC or Federal Reserve ~~Bank of Cleveland~~ that would have a material effect on S&T’s liquidity, capital resources or operations. S&T’s current capital position and results of regulatory examination allow it to pay the lowest possible rate for FDIC deposit insurance.

CRITICAL ACCOUNTING POLICIES AND JUDGMENTS

We have established various accounting policies that govern the application of accounting principles generally accepted in the United States in the preparation of its consolidated financial statements. The most significant of these policies are described in Note A — Accounting Policies. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect S&T’s reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on S&T’s future financial condition and results of operations.

Securities

Securities are reported at cost adjusted for premiums and discounts and are recognized in interest income using the interest method over the period to maturity. Declines in market value of individual securities below their amortized cost, and that are other-than-temporary, will be written down to current market value and included in earnings as realized losses. Management systematically evaluates securities for other-than-temporary declines in market value on a quarterly basis. If the financial markets experience deterioration, additional charges to income could occur in future periods.

PAGE 37

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

Allowance for Loan Losses

Determination of an adequate allowance for loan losses is inherently subjective, as it requires estimations of occurrence of future events as well as timing of such events.

The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). S&T’s periodic evaluation of the adequacy of the allowance for loan losses is determined by management through evaluation of the loss exposure on individual impaired, nonperforming and delinquent and high-dollar loans; review of risk conditions and business trends; historical loss experience; and growth and composition of the loan portfolio, as well as other relevant factors.

~~PAGE 35~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

A quantitative analysis is utilized to support the adequacy of the allowance for loan losses. This analysis includes review of the historical charge-offs that have occurrence within the ~~credits~~credits’ economic life cycle. Management also assesses qualitative factors such as portfolio credit trends, unemployment trends, vacancy trends, loan growth and variable interest rate factors.

Significant to this analysis is the shift in loan portfolio composition to an increased mix of commercial loans. These loans are generally larger in size, and, due to our continuing growth, many are unsecured or new loan relationships. Management relies on its risk-rating process to monitor trends that may be occurring relative to commercial loans to assess potential weaknesses within the credit. Current risk factors and trends in risk ratings are considered in the determination and allocation of the allowance for loan losses. During ~~2005,~~2006, the risk-rating profile of the portfolio remained relatively stable.

The allowance for loan losses at December 31, ~~2005~~2006 includes ~~$32.1~~$28.5 million or 8886 percent of the allowance allocated to commercial and industrial and commercial real estate loans. The ability for customers to repay commercial loans is more dependent upon the success of their business, continuing income and general economic conditions. Accordingly, the risk of loss is higher on such loans than on residential real estate loans, which generally incur lower losses in the event of foreclosure as the collateral value typically exceeds the loan amounts.

Goodwill and Other Intangible Assets

S&T has ~~$3.3~~$2.9 million of core deposit intangible assets subject to amortization and ~~$49.1~~$49.9 million in goodwill, which is not subject to periodic amortization. S&T determined the amount of identifiable intangible assets based upon an independent core deposit analysis and insurance contract analysis. An annual evaluation of identifiable intangible assets for impairment is performed by S&T. S&T concluded that the recorded value of identifiable intangible assets was not impaired as a result of the evaluation as of December 31, 2006.

Goodwill arising from business combinations represents the value attributable to unidentifiable intangible elements in the business acquired. S&T’s goodwill relates to value inherent in the banking business and the value is dependent upon S&T’s ability to provide quality, cost-effective services in the face of free competition from other market participants on a regional basis. This ability relies upon continuing investments in processing systems, the development of value-added service features and the ease of use of S&T’s services. As such, goodwill value is supported ultimately by revenue that is driven by the volume of business transacted. A decline in earnings as a result of a lack of growth or the inability to deliver cost-effective services over sustained periods can lead to impairment of goodwill, which could adversely impact earnings in future periods. An annual evaluation of goodwill for impairment is performed by S&T. The market value of S&T and the implied market value of goodwill at the respective reporting unit level are estimated using industry comparable information. S&T ~~has~~ concluded that the recorded value of goodwill was not impaired as a result of the evaluation as of ~~September 30, 2005.~~October 1, 2006.

PAGE 38

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

INFLATION

Management is aware of the significant effect inflation has on interest rates and can have on financial performance. S&T’s ability to cope with this is best determined by analyzing its capability to respond to changing interest rates and its ability to manage noninterest income and expense. S&T monitors its mix of interest-rate sensitive assets and liabilities through ALCO in order to reduce the impact of inflation on net interest income. Management also controls the effects of inflation by reviewing the prices of its products and services, by introducing new products and services and by controlling overhead expenses.

~~BUSINESS UNCERTAINTIES~~

~~There are many uncertainties regarding the economy as we enter 2006. S&T continually strives to be well positioned for changes in both the economy and interest rates, regardless of the timing or~~

~~PAGE 36~~

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS~~

~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued~~

direction of these changes. We continually assess our balance sheet, capital, liquidity and operation infrastructures in order to be positioned to take advantage of internal or acquisition growth opportunities.

There are many factors that could influence our results, both positively and negatively, in 2006. Because the majority of our revenue comes from net interest income, internally generated loan and deposit growth and the mix of that growth are major factors on our operations and financial condition. S&T has directed a fair amount of focus and resources in planning for 2006 to improve our generation and retention of low cost core deposits. On the other hand, a slowing economy could cause deterioration in the asset quality measurements. We recognize that our shift to a greater dependence on commercial loans in recent years exposes us to larger credit risks and greater swings in nonperforming loans and charge-offs when problems do occur. However, because of our earnings strength and strong capitalization, as well as the strengths of other businesses in our market area, management does not expect a decline in our ability to satisfactorily perform if a further decline in our economy occurs.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K contains or incorporates statements that ~~we believe~~S&T believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements generally relate to ~~our~~S&T’s financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to” or other similar words. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to those described in this Form 10-K or the documents incorporated by reference. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

These forward-looking statements are based on current expectations, estimates and projections about S&T’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”), which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements.

Future Factors include:

changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;

credit losses;

sources of liquidity;

~~common shares outstanding;~~

~~common stock price volatility;~~

~~market value of and number of stock options to be issued in future periods;~~

legislation affecting the financial services industry as a whole, and/or S&T and its subsidiaries individually or collectively;

regulatory supervision and oversight, including required capital levels;

increasing price and product/service competition by competitors, including new entrants;

rapid technological developments and changes;

the ability to continue to introduce competitive new products and services on a timely, cost-effective basis;

the mix of products/services;

containing costs and expenses;

governmental and public policy changes, including environmental regulations;

reliance on large customers;

technological, implementation and cost/financial risks in large, multi-year contracts;

the outcome of pending and future litigation and governmental proceedings;

continued availability of financing;

PAGE 3739

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — continued

~~the mix of products/services;~~

~~containing costs and expenses;~~

~~governmental and public policy changes, including environmental regulations;~~

~~protection and validity of intellectual property rights;~~

~~reliance on large customers;~~

~~technological, implementation and cost/financial risks in large, multi-year contracts;~~

~~the outcome of pending and future litigation and governmental proceedings;~~

~~continued availability of financing;~~

financial resources in the amounts, at the times and on the terms required to support our future businesses; and

~~material differences~~

general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in ~~the actual financial results of merger~~among other things, a reduced demand for credit and ~~acquisition activities compared to our initial expectations, including the full realization of anticipated cost savings and revenue enhancements.~~other services.

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic conditions, including interest rate and currency exchange rate fluctuations, and other Future Factors.

LIQUIDITY AND INTEREST RATE SENSITIVITY

Liquidity refers to the ability to satisfy the financial needs of depositors who want to withdraw funds, or of borrowers needing access to funds to meet their credit needs. Interest-rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance net interest income through periods of changing interest rates. The ~~Asset Liability Committee (ALCO)~~ALCO is responsible for establishing and monitoring the liquidity and interest rate sensitivity guidelines, procedures and policies.

The principal sources of asset liquidity are cash and due from banks, interest-earning deposits with banks, federal funds, investment securities that mature in one year or less and securities available for sale. At December 31, ~~2005,~~2006, the total of such assets was approximately ~~$550.8~~$502.6 million or 1715 percent of consolidated assets. While much more difficult to quantify, liability liquidity is further enhanced by a stable core deposit base, access to credit lines at other financial institutions and S&T’s ability to renew maturing deposits. Certificates of deposit in denominations of $100,000 or more represented 910 percent of deposits at December 31, ~~2005~~2006 and were outstanding primarily to local customers. S&T’s ability to attract deposits and borrow funds depends primarily on continued rate competitiveness, profitability, capitalization and overall financial condition.

Beyond the issue of having sufficient sources to fund unexpected credit demands or deposit withdrawals, liquidity management also is an important factor in monitoring and managing interest-rate sensitivity issues through ALCO. Through forecast and simulation models, ALCO is also able to project future funding needs and develop strategies for acquiring funds at a reasonable cost. ALCO uses a variety of measurements to monitor the liquidity position of S&T. These include liquidity gap, liquidity forecast, net loans and standby letters of credit to assets, net loans to deposits and net non-core funding dependence ratio.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because the assets and liabilities of S&T are primarily monetary in nature, the presentation and analysis of cash flows in formats prescribed by accounting principles generally accepted in the United States are less meaningful for managing bank liquidity than for non-financial companies. Funds are typically provided from current earnings, maturity and sales of securities available for sale, loan

~~PAGE 38~~

~~Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK — continued~~

repayments, deposits and borrowings. The primary uses of funds include new loans, repayment of borrowings, the purchase of securities and dividends to shareholders. The level and mix of sources and uses of funds are constantly monitored and adjusted by ALCO in order to maintain credit, liquidity and interest-rate risks within prescribed policy guidelines while maximizing earnings.

ALCO monitors and manages interest-rate sensitivity through gap, rate shock ~~analysis~~and rate ramp analyses, economic value of equity (EVE) and simulations in order to avoid unacceptable earnings fluctuations due to interest rate changes. ~~S&T’s gap model includes certain management~~Interest rate sensitivity analyses are highly dependent on assumptions, which have been developed based upon past experience and the expected behavior of ~~customers.~~customers under various rate scenarios. The assumptions include principal prepayments for fixed rate

PAGE 40

Item 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK — continued

loans, mortgage-backed securities and collateralized mortgage obligations (“CMOs”), and classifying the demand, savings and money market balances by degree of interest-rate sensitivity.

The gap and cumulative gap represents the net position of assets and liabilities subject to repricing in specified time periods, as measured by a ratio of rate sensitive assets to rate sensitive liabilities. The gap analysis below incorporates a flat rate scenario, and the following significant assumptions:


Monthly loan prepayments above contractual requirements
3 year ARM—Commercial Real Estate	1.50	%
5 year ARM—Commercial Real Estate	1.75	%
Fixed Rate—Commercial Real Estate	1.75	%
Residential Real Estate	~~2.00~~1.50	%
Fixed Rate Home Equity	1.50	%
Other Installment Loans	2.25	%

Deposit behavioral pattern/decay rate assumptions
NOW and Savings—Year #1	25.00	%
NOW and Savings—Year #2	25.00	%
NOW and Savings—beyond Year #2	50.00	%
Green Plan Savings—1-6 Months	100.00	%
Money Market 1-6 Months	100.00	%
S&T has not historically experienced significant fluctuations in demand deposit balances during periods of interest rate fluctuations.	NA

PAGE 3941

Item ~~7A.~~7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK — continued

Interest Rate Sensitivity

December 31, ~~2005~~2006


GAP	1-6 Months			7-12 Months			13-24 Months		>2 Years			1-6 Months			7-12 Months			13-24 Months			>2 Years
(dollars in thousands )
(dollars in thousands)

Repricing Assets:
Cash/due from banks	$	—		$	—		$	—	$	56,189		$	—		$	—		$	—		$	59,980
Securities		51,498			31,735			57,917		353,425
Securities available for sale													48,881			32,289			73,855			277,020
Other investments													10,562			—			—			—
Net loans		1,332,547			223,209			317,552		581,626			1,307,954			222,911			373,237			728,969
Other assets		—			—			—		189,281			—			—			—			202,885
Total		1,384,045			254,944			375,469		1,180,521			1,367,397			255,200			447,092			1,268,854

Repricing Liabilities:
Demand		—			—			—		435,672			—			—			—			448,453
NOW		19,399			19,399			38,798		77,595			18,821			18,821			37,642			75,284
Money market		242,228			—			—		—			163,105			—			—			—
Savings/clubs		19,749			19,749			39,497		78,995			770,116			15,979			31,958			63,914
Green Plan savings		494,695			—			—		—
Certificates		350,830			197,366			198,706		186,205			443,555			215,979			161,685			99,994
Repos & short-term borrowings		287,829			—			—		—			188,021			—			—			—
Long-term borrowings		23,271			25,174			10,361		24,971			3,555			20,466			50,965			121,955
Swaps		—			—			—		—
Other liabilities/equity		—			—			—		404,490			—			—			—			388,275
Total		1,438,001			261,688			287,362		1,207,928			1,587,173			271,245			282,250			1,197,875
GAP		(53,956	)		(6,744	)		88,107		(27,407	)	$	(219,776	)	$	(16,045	)	$	164,842		$	70,979
Cumulative GAP	$	(53,956	)	$	(60,700	)	$	27,407	$	—		$	(219,776	)	$	(235,821	)	$	(70,979	)	$	—


Rate Sensitive Assets/Rate Sensitive Liabilities	December 31, 2005		December 31, 2004		December 31, 2006	December 31, 2005
Cumulative 6 months	0.96	%	1.11	%	0.86	0.96
Cumulative 12 months	0.96	%	1.10	%	0.87	0.96

S&T’s one-year gap position at December 31, ~~2005~~2006 indicates a liability sensitive position. This means that more liabilities than assets will reprice during the measured time frames. The implications of a liability sensitive position will differ depending upon the change in market interest rates.

For example, with a liability sensitive position in a declining interest rate environment, more liabilities than assets will decrease in rate. This situation could result in an increase to our interest rate spreads, ~~and~~ net interest ~~income.~~income and operating spreads. Conversely, with a liability sensitive position in a rising interest rate environment, more liabilities than assets will increase in rates. This situation could result in a decrease to our interest rate spreads, ~~and~~ net interest ~~income.~~income and operating spreads.

~~During 2005~~ S&T ~~changed from being asset sensitive to slightly~~has become more liability sensitive since December 2005 mainly as ~~measured by gap. The most important cause~~a result of ~~this is the increase in~~an inverted yield curve. An inverted yield curve occurs when short-term interest rates ~~and the flattening of~~are higher than long-term interest rates. When the yield ~~curve. This makes~~curve is inverted customers tend to prefer short-term deposits and long-term loans, ~~more attractive to customers,~~ both of which make ~~balance sheets~~the bank more liability sensitive. The shortening of deposits was seen in certificates of deposit, but was particularly evident in the success of the Green Plan, S&T’s new savings account that is indexed to the Federal Funds Target Rate.

In addition to the gap analysis, S&T performs a rate shock ~~analysis~~and rate ramp analyses on a static balance sheet to estimate the effect that ~~specific interest-rate changes~~a +/-100, +/-200 and +/-300 basis point instantaneous and gradual parallel shift in the yield curve would have on 12 months of pretax net interest income. The rate ~~shock incorporates management~~shocks incorporate assumptions regarding the level of interest rate changes on non-maturity

~~PAGE 40~~

~~Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK — continued~~

deposit products (savings, money market, NOW and demand deposits) and changes in the

PAGE 42

Item 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK — continued

prepayment behavior of fixed rate loans and securities with optionality. Inclusion of these assumptions makes rate shock ~~analysis~~and rate ramp analyses more useful than gap analysis alone. S&T’s policy is to limit the change in net interest income over a one-year horizon to -20% given changes in rates using shocks or rate ramps up to +/-300 basis points. Although +/-100 and +/-200 basis point changes for the rate shock and rate ramp analyses are not policy guidelines, these analyses are performed to ensure directional consistency of the +/-300 basis point analysis. The December 2006 results reflect a .14% increase and -5.96% decrease to net interest income in the -300 and +300 basis point rate shock analysis respectively.

The table below shows the ~~results~~pretax net interest income impact of the +/-300 rate shock analyses.


	Immediate Change in Rates						Immediate Change in Rates
Change in Pretax Net Interest Income	+300 bps			-300 bps			+300 bps			-300 bps
(dollars in millions)
December 31, 2006							$	(6.8	)	$	0.0
December 31, 2005	$	(1.0	)	$	(5.9	)	$	(1.0	)	$	(5.9	)
December 31, 2004	$	6.7		$	(7.8	)

~~Consistent~~The results in the - -300 basis point shock scenario are not consistent with ~~our asset sensitive gap position in 2004, the rate shock analysis results showed net interest income increased in rates up and decreased in rates down. However, with~~ a ~~slightly~~ liability sensitive gap position, ~~in 2005, the rate shock analysis results were not consistent with gap in rates down, since gap~~which typically would indicate an increase in net interest income. ~~The primary reasons for this are; 1)~~This is primarily due to: (1) rates on regular savings, NOW and money market accounts have lagged as short rates have increased and cannot be decreased to any great extent should rates go ~~down; 2)~~down, and (2) loan ~~prepayments~~refinance activity will be considerable in rates down. When comparing December 2006 to December 2005 there was an improvement to net interest income in the -300 basis point rate shock scenario. This improvement can be attributed to three main reasons: (1) strong growth in savings and short term certificate of deposit balances; (2) fixed rate loan growth; and (3) implementing a strategy to mitigate the rates down ~~which~~risk on the balance sheet through structured borrowings.

Consistent with a liability sensitive gap position, the +300 rate shock results show pretax net interest income decreasing in an increasing interest rate environment. The pretax net interest income decline in the +300 basis point results from December 2005 is ~~not captured by gap analysis assuming flat rates; 3)~~primarily due to strong growth in short term deposits and an increase in fixed rate loans.

In order to monitor interest rate risk beyond the ~~2005~~one-year time horizon of shocks and rate ramps, S&T also performs economic value of equity (EVE) analysis. EVE represents the present value of all asset cash flows minus the present value of all liability cash flows. As with rate shock analysis, ~~does not include growth~~EVE incorporates management assumptions ~~which previously improved results~~regarding prepayment behavior of fixed rate loans and securities with optionality and core deposit behavior. S&T’s policy is to limit the change in ~~both~~EVE to -35% given changes in rates up to +/-300 basis points. The December 2006 results reflect a -9.02% and ~~down;~~-8.75% decrease to EVE given a -300 and ~~4) the increased uncertainty of modeling customer behavior~~+300 basis point change in an interest ~~rate environment that includes a generally flat yield curve with some inversions (longer-term~~ rates ~~lower than short-term rates).~~respectively.

PAGE 4143

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements


Consolidated Balance Sheets		4345

Consolidated Statements of Income		4446

Consolidated Statements of Changes in Shareholders’ Equity		4547

Consolidated Statements of Cash Flows		4648

Notes to Consolidated Financial Statements		4749

Report of Management		7176

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm on Effectiveness of Internal Control Over Financial Reporting		7277

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm on Consolidated Financial Statements		7378

PAGE 4244

CONSOLIDATED BALANCE SHEETS

S&T Bancorp, Inc. and Subsidiaries

December 31    2005 2004
(dollars in thousands, except per share data)
ASSETS

Cash and due from banks
   $ 56,189 $ 47,328
Securities:

Available for sale
   494,575 517,906
Held to maturity (market value $0 in 2005 and $267 in 2004)
   — 265
Total Securities
   494,575 518,171
Loans, net of allowance for loan losses of $36,572 in 2005 and $34,262 in 2004
   2,454,934 2,253,089
Premises and equipment, net
   29,123 25,491
Goodwill
   49,073 48,021
Other intangibles, net
   5,478 5,181
Bank owned life insurance
   33,107 32,077
Other assets
   72,500 59,676
Total Assets
   $ 3,194,979 $ 2,989,034
LIABILITIES

Deposits:

Noninterest-bearing
   $ 435,672 $ 415,812
Interest-bearing
   155,191 175,447
Money market
   242,228 332,009
Savings
   652,685 388,939
Time deposits
   933,108 864,056
Total Deposits
   2,418,884 2,176,263
Securities sold under repurchase agreements and federal funds purchased
   137,829 98,384
Short-term borrowings
   150,000 225,000
Long-term borrowings
   83,776 86,325
Other liabilities
   52,069 53,933
Total Liabilities
   2,842,558 2,639,905
SHAREHOLDERS’ EQUITY

Preferred stock, without par value, 10,000,000 shares authorized and none outstanding
   — —
Common stock ($2.50 par value) Authorized—50,000,000 shares in 2005 and 2004 Issued—29,714,038 shares in 2005 and 2004
   74,285 74,285
Additional paid-in capital
   26,120 24,079
Retained earnings
   326,158 297,690
Accumulated other comprehensive income
   9,172 20,875
Treasury stock (3,443,308 shares in 2005 and 3,113,643 shares in 2004, at cost)
   (83,314 ) (67,800 )
Total Shareholders’ Equity
   352,421 349,129
Total Liabilities and Shareholders’ Equity
   $ 3,194,979 $ 2,989,034

~~See~~

~~Notes to Consolidated Financial Statements~~


December 31	2006			2005
(dollars in thousands, except share and per share data)

ASSETS
Cash and due from banks	$	59,980		$	56,189
Securities available for sale		432,045			481,257
Other investments		10,562			13,318
Loans held for sale		826			1,580
Portfolio loans, net of allowance for loan losses of $33,220 in 2006 and $36,572 in 2005		2,632,245			2,453,354
Premises and equipment, net		35,700			29,123
Goodwill		49,955			49,073
Other intangibles, net		4,985			5,478
Bank owned life insurance		34,251			33,107
Other assets		77,994			72,500
Total Assets	$	3,338,543		$	3,194,979

LIABILITIES
Deposits:
Noninterest-bearing demand	$	448,453		$	435,672
Interest-bearing demand		150,568			155,191
Money market		163,105			242,228
Savings		881,967			652,685
Time deposits		921,213			933,108
Total Deposits		2,565,306			2,418,884
Securities sold under repurchase agreements and federal funds purchased		133,021			137,829
Short-term borrowings		55,000			150,000
Long-term borrowings		171,941			83,776
Junior subordinated debt securities		25,000			—
Other liabilities		49,224			52,069
Total Liabilities		2,999,492			2,842,558

SHAREHOLDERS’ EQUITY
Preferred stock, without par value, 10,000,000 shares authorized and none outstanding		—			—
Common stock ($2.50 par value) Authorized—50,000,000 shares in 2006 and 2005 Issued—29,714,038 shares in 2006 and 2005		74,285			74,285
Additional paid-in capital		26,698			26,120
Retained earnings		349,447			326,158
Accumulated other comprehensive income		4,014			9,172
Treasury stock (4,352,764 shares in 2006 and 3,443,308 shares in 2005, at cost)		(115,393	)		(83,314	)
Total Shareholders’ Equity		339,051			352,421
Total Liabilities and Shareholders’ Equity	$	3,338,543		$	3,194,979

See Notes to Consolidated Financial Statements

PAGE 4345

CONSOLIDATED STATEMENTS OF INCOME

S&T Bancorp, Inc. and Subsidiaries


Year Ended December 31	2005		2004		2003		2006		2005		2004
(dollars in thousands, except per share data)

INTEREST INCOME
Loans, including fees	$	151,328	$	126,337	$	124,894	$	185,544	$	151,328	$	126,337
Deposits with banks and federal funds sold		95		20		1		101		95		20
Investment Securities:
Taxable		15,990		18,003		21,925		14,293		15,990		18,003
Tax-exempt		2,499		2,129		1,762		2,694		2,499		2,129
Dividends		2,210		2,149		2,878		2,070		2,210		2,149
Total Interest Income		172,122		148,638		151,460		204,702		172,122		148,638

INTEREST EXPENSE
Deposits		44,824		30,632		31,218		73,529		44,824		30,632
Securities sold under repurchase agreements and federal funds purchased		3,945		1,917		2,093		5,171		3,945		1,917
Short-term borrowings		7,127		4,321		1,814		4,424		7,127		4,321
Long-term borrowings		3,618		4,020		11,941
Long-term borrowings and capital securities								8,460		3,618		4,020
Total Interest Expense		59,514		40,890		47,066		91,584		59,514		40,890

NET INTEREST INCOME		112,608		107,748		104,394		113,118		112,608		107,748
Provision for loan losses		5,000		4,400		7,300		9,380		5,000		4,400
Net Interest Income After Provision for Loan Losses		107,608		103,348		97,094		103,738		107,608		103,348

NONINTEREST INCOME
Security gains, net		5,008		5,344		8,058		5,481		5,008		5,344
Service charges on deposit accounts		9,587		9,383		9,252		10,412		9,587		9,383
Wealth management fees		6,977		6,201		5,410		7,862		6,977		6,201
Letter of credit fees		2,208		2,022		2,065		2,284		2,208		2,022
Insurance agency fees		5,685		4,558		4,277		6,637		5,685		4,558
Mortgage banking		1,497		1,391		1,989		703		1,497		1,391
Other		6,606		5,303		5,153		7,011		6,424		5,502
Total Noninterest Income		37,568		34,202		36,204		40,390		37,386		34,401

NONINTEREST EXPENSE
Salaries and employee benefits		34,715		32,845		31,545		37,601		34,715		32,845
Occupancy, net		4,816		4,166		3,981		5,101		4,816		4,166
Furniture and equipment		3,251		2,916		2,826		3,297		3,251		2,916
Other taxes		2,698		2,609		2,345		2,973		2,698		2,609
Data processing		4,290		3,966		3,466		4,852		4,290		3,966
Marketing		2,326		2,399		2,026		2,478		2,326		2,399
Amortization of intangibles		214		347		347		325		214		347
FDIC assessment		293		289		305		302		293		289
Loss on early extinguishment of debt		—		—		3,591
Other		10,043		10,654		10,226		12,350		9,861		10,853
Total Noninterest Expense		62,646		60,191		60,658		69,279		62,464		60,390
Income Before Taxes		82,530		77,359		72,640		74,849		82,530		77,359
Applicable Income Taxes		24,287		23,001		20,863		21,513		24,287		23,001
Net Income	$	58,243	$	54,358	$	51,777	$	53,336	$	58,243	$	54,358
Earnings per common share—Basic	$	2.21	$	2.05	$	1.96	$	2.07	$	2.21	$	2.05
Earnings per common share—Diluted		2.18		2.03		1.94		2.06		2.18		2.03
Dividends declared per common share		1.13		1.07		1.02		1.17		1.13		1.07

See Notes to Consolidated Financial Statements

PAGE 4446

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

S&T Bancorp, Inc. and Subsidiaries


		Comprehensive Income			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total				Comprehensive Income		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total
(dollars in thousands, except per share data)	(dollars in thousands, except per share data)																						(dollars in thousands, except per share data)

Balance at January 1, 2003					$	74,285		$	20,746		$	246,920		$	26,499		$	(62,336	)	$	306,114
Net income for 2003		$	51,777									51,777									51,777
Other comprehensive income, net of tax benefit of $240:
Unrealized gains on securities of $5,609 net of reclassification adjustment for gains included in net income of $4,923			686												686						686
Comprehensive Income		$	52,463
Cash dividends declared ($1.02 per share)												(26,998	)								(26,998	)
Treasury stock acquired (266,504 shares)																		(6,866	)		(6,866	)
Treasury stock issued for stock options exercised (334,306 shares)									(524	)								6,812			6,288
Recognition of restricted stock compensation expense									480												480
Tax benefit from nonstatutory stock options exercised									1,237												1,237
Balance at December 31, 2003					$	74,285		$	21,939		$	271,699		$	27,185		$	(62,390	)	$	332,718					$	74,285	$	21,939		$	271,699		$	27,185		$	(62,390	)	$	332,718
Net income for 2004		$	54,358									54,358									54,358			$54,358								54,358									54,358
Other comprehensive income, net of tax expense of $2,209:
Unrealized losses on securities of $(2,791) net of reclassification adjustment for gains included in net income of $3,519			(6,310	)											(6,310	)					(6,310	)		(6,310	)										(6,310	)					(6,310	)
Comprehensive Income		$	48,048																					$48,048
Cash dividends declared ($1.07 per share)												(28,367	)								(28,367	)										(28,367	)								(28,367	)
Treasury stock acquired (542,600 shares)							��											(15,970	)		(15,970	)																(15,970	)		(15,970	)
Treasury stock issued for stock options exercised (490,584 shares)									(210	)								10,560			10,350								(210	)								10,560			10,350
Recognition of restricted stock compensation expense									252												252								252												252
Tax benefit from nonstatutory stock options exercised									2,098												2,098								2,098												2,098
Balance at December 31, 2004					$	74,285		$	24,079		$	297,690		$	20,875		$	(67,800	)	$	349,129					$	74,285	$	24,079		$	297,690		$	20,875		$	(67,800	)	$	349,129
Net income for 2005		$	58,243									58,243									58,243			$58,243								58,243									58,243
Other comprehensive income, net of tax expense of $4,096:
Unrealized losses on securities of $(8,448) net of reclassification adjustment for gains included in net income of $3,255			(11,703	)											(11,703	)					(11,703	)		(11,703	)										(11,703	)					(11,703	)
Comprehensive Income		$	46,540																					$46,540
Cash dividends declared ($1.13 per share)												(29,775	)								(29,775	)										(29,775	)								(29,775	)
Treasury stock acquired (660,400 shares)																		(23,176	)		(23,176	)																(23,176	)		(23,176	)
Treasury stock issued for stock options exercised (330,735 shares)									245									7,662			7,907								245									7,662			7,907
Recognition of restricted stock compensation expense									136												136								136												136
Tax benefit from nonstatutory stock options exercised									1,660												1,660								1,660												1,660
Balance at December 31, 2005					$	74,285		$	26,120		$	326,158		$	9,172		$	(83,314	)	$	352,421					$	74,285	$	26,120		$	326,158		$	9,172		$	(83,314	)	$	352,421
Net income for 2006																								$53,336								53,336									53,336
Other comprehensive income, net of tax expense of $743:
Unrealized gains on securities of $1,441 net of reclassification adjustment for gains included in net income of $3,563																								(2,122	)									��	(2,122	)					(2,122	)
Comprehensive Income																								$51,214
Cash dividends declared ($1.17 per share)																																(30,047	)								(30,047	)
Treasury stock acquired (122,244 shares)																																						(35,269	)		(35,269	)
Treasury stock issued for stock options exercised (1,031,700 shares)																													(435	)								3,190			2,755
Recognition of restricted stock compensation expense																													59												59
Tax benefit from nonstatutory stock options exercised																													502												502
Recognition of nonstatutory stock option compensation expense																													452												452
Adjustment to initially apply SFAS No. 158, net of tax of $1,635																																			(3,036	)					(3,036	)
Balance at December 31, 2006																										$	74,285	$	26,698		$	349,447		$	4,014		$	(115,393	)	$	339,051

See Notes to Consolidated Financial Statements

PAGE 4547

CONSOLIDATED STATEMENTS OF CASH FLOWS

S&T Bancorp, Inc. and Subsidiaries


Year Ended December 31	2005			2004			2003			2006			2005			2004
(dollars in thousands)

OPERATING ACTIVITIES

Net Income	$	58,243		$	54,358		$	51,777		$	53,336		$	58,243		$	54,358
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		5,000			4,400			7,300			9,380			5,000			4,400
Provision for depreciation and amortization		3,077			2,832			2,826
Depreciation and amortization											3,246			3,077			2,832
Net amortization of investment security premiums		1,119			2,200			3,144			967			1,119			2,200
Recognition of stock-based compensation expense											954			—			—
Security gains, net		(5,008	)		(5,344	)		(8,058	)		(5,481	)		(5,008	)		(5,344	)
Deferred income taxes		1,100			(1,612	)		(1,844	)		1,802			1,100			(1,612	)
Tax benefit from nonstatutory stock options exercised		1,660			2,098			1,237
Excess tax benefits from stock-based compensation											(294	)		1,660			2,098
Mortgage loans originated for sale		(35,848	)		(42,191	)		(81,010	)		(17,649	)		(35,848	)		(42,191	)
Proceeds from the sale of loans		36,354			42,983			82,616			18,760			36,354			42,983
Gains on the sale of loans, net		(506	)		(792	)		(1,606	)		(357	)		(506	)		(792	)
(Increase) decrease in interest receivable		(2,513	)		677			258			(1,501	)		(2,513	)		677
Increase (decrease) in interest payable		1,651			20			(597	)
Increase in interest payable											305			1,651			20
(Increase) decrease in other assets		(12,243	)		61			(3,994	)		(9,398	)		(12,243	)		61
(Decrease) increase in other liabilities		(101	)		1,241			(2,324	)		(2,834	)		(101	)		1,241
Net Cash Provided by Operating Activities		51,985			60,931			49,725			51,236			51,985			60,931

INVESTING ACTIVITIES
Net decrease in interest-earning deposits with banks		97			2			13
Proceeds from maturities of investment securities		—			—			116

Net (increase) decrease in interest-earning deposits with banks											(1	)		97			2
Proceeds from maturities of securities available for sale		66,271			117,256			215,005			53,923			66,271			117,256
Proceeds from sales of securities available for sale		6,506			44,948			64,408			11,838			6,506			44,948
Purchases of securities available for sale		(63,533	)		(75,931	)		(243,889	)		(12,950	)		(63,533	)		(75,931	)
Net increase in loans		(205,876	)		(188,347	)		(107,687	)		(188,271	)		(205,876	)		(188,347	)
Purchases of premises and equipment		(6,495	)		(4,939	)		(2,284	)
Purchases of premises and equipment, net											(9,498	)		(6,495	)		(4,939	)
Net Cash Used in Investing Activities		(203,030	)		(107,011	)		(74,318	)		(144,959	)		(203,030	)		(107,011	)

FINANCING ACTIVITIES

Net increase in core deposits		173,569			163,813			49,841			158,318			173,569			163,813
Net increase (decrease) in time deposits		69,052			50,199			(13,708	)
Net (decrease) increase in short-term borrowings		(75,000	)		(9,650	)		113,775
Net increase (decrease) in securities sold under repurchase agreements and federal funds purchased		39,445			(98,986	)		(1,143	)
Net (decrease) increase in time deposits											(11,895	)		69,052			50,199
Net decrease in short-term borrowings											(95,000	)		(75,000	)		(9,650	)
Net (decrease) increase in securities sold under repurchase agreements and federal funds purchased											(4,808	)		39,445			(98,986	)
Proceeds from long-term borrowings		50,868			4,932			55,540			133,509			50,868			4,932
Repayments of long-term borrowings		(53,417	)		(35,540	)		(150,305	)		(45,344	)		(53,417	)		(35,540	)
Proceeds from junior subordinated debt securities											25,000			—			—
Net treasury stock activity		(15,269	)		(5,620	)		(578	)		(32,514	)		(15,269	)		(5,620	)
Cash dividends paid to shareholders		(29,342	)		(28,101	)		(26,726	)		(30,046	)		(29,342	)		(28,101	)
Excess tax benefits from stock-based compensation											294			—			—
Net Cash Provided by Financing Activities		159,906			41,047			26,696			97,514			159,906			41,047

Increase (decrease) in Cash and Cash Equivalents		8,861			(5,033	)		2,103			3,791			8,861			(5,033	)
Cash and Cash Equivalents at Beginning of Year		47,328			52,361			50,258			56,189			47,328			52,361
Cash and Cash Equivalents at End of Year	$	56,189		$	47,328		$	52,361		$	59,980		$	56,189		$	47,328

See Notes to Consolidated Financial Statements

PAGE 4648

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

S&T Bancorp, Inc. and Subsidiaries

NOTE A

NATURE OF OPERATIONS

S&T Bancorp, Inc. (“S&T”) was incorporated on March 17, 1983 under the laws of the Commonwealth of Pennsylvania as a bank holding company and has two wholly owned subsidiaries, S&T Bank and 9th Street Holdings, Inc. S&T owns a one-half interest in Commonwealth Trust Credit Life Insurance Company (“CTCLIC”).

S&T is presently engaged in nonbanking activities through the following six entities: 9th Street Holdings, Inc., S&T Bancholdings, Inc., CTCLIC, S&T Insurance Group, LLC, S&T Professional Resources Group, LLC and Stewart Capital Advisors, LLC. 9th Street Holdings, Inc. was formed in June 1988 and S&T Bancholdings, Inc. was formed in August 2002 to hold and manage a group of investments previously owned by S&T Bank and to give S&T additional latitude to purchase other investments. CTCLIC, which is a joint venture with another financial institution, acts as a reinsurer of credit life, accident and health insurance policies sold by S&T Bank and the other institution. S&T Insurance Group, LLC distributes high-quality life insurance and long-term disability income insurance products through Evergreen Insurance Associates, LLC. S&T Professional Resources Group, LLC markets software developed by S&T. Stewart Capital Advisors, LLC was formed ~~September 1,~~August 2005 to act as a registered investment ~~advisor.~~advisor that manages private investment accounts for individuals and institutions and advises the Stewart Capital Mutual Fund.

ACCOUNTING POLICIES

The financial statements of S&T Bancorp, Inc. and subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the ~~date~~dates of the balance ~~sheet~~sheets and revenues and expenses for the ~~period.~~periods. Actual results could differ from those estimates. The more significant accounting policies are described below.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of S&T and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Investments of 20 percent — 50 percent of the outstanding common stock of investees are accounted for using the equity method of accounting. S&T operates within one business segment, community banking, providing a full range of services to individual and corporate customers.

CASH FLOW INFORMATION

S&T considers cash and due from banks as cash and cash equivalents. For the years ended December 31, 2006, 2005 ~~2004~~ and ~~2003,~~2004, interest paid was $92,006,000, $61,213,000 ~~$40,900,000~~ and ~~$47,685,000,~~$40,900,000, respectively. Income taxes paid during ~~2005~~2006 were ~~$23,153,000~~$22,143,000 compared to $23,153,000 for 2005 and $20,808,000 for ~~2004 and $20,943,000 for 2003.~~2004. For the years ended December 31, 2006, 2005 ~~2004~~ and ~~2003,~~2004, transfers of loans to other real estate owned was $523,000, $3,455,000 and $2,111,000, ~~and $766,000.~~respectively.

SECURITIES

Management determines the appropriate classification of securities at the time of purchase. If management has the intent and S&T has the ability, at the time of purchase, to hold securities until maturity, they are classified as held to maturity and are stated at cost and adjusted for amortization of premiums and accretion of discounts. Securities to be held for indefinite periods of time are classified as available for sale and are recorded at market value, and unrealized gains and losses on these

PAGE 4749

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

securities, net of related deferred income taxes, are reported in accumulated other comprehensive income. Gains or losses on the disposition of securities are based on the specific identification method. S&T does not engage in any securities trading ~~activity.~~activity for its own account.

Management systematically evaluates securities for other-than-temporary declines in market value. Securities for which declines in market value are deemed to be other-than-temporary are written down to current market value and the resultant changes included in earnings as realized losses.

LOANS

Interest on loans is accrued and credited to operations based on the principal amount outstanding. Accretion of discounts and amortization of premiums on loans are included in interest income. Loan origination fees and direct loan origination costs are deferred and amortized as an adjustment of loan yield over the respective lives of the loans. Loans are placed on nonaccrual and interest is discontinued generally when interest and principal are 90 days or more past due.

Impaired loans are defined by management as commercial and commercial real estate loans which it is probable that S&T will not be able to collect all amounts due according to the contractual terms of the loan agreement. ~~Residential real estate mortgages and consumer installment loans are large groups of smaller balance homogenous loans and are separately measured for impairment.~~ Factors considered by management in determining impairment include payment status and underlying collateral value. All impaired loans are classified as substandard for risk classification purposes. Impaired loans are reserved, to the estimated value of collateral and/or cash flow associated with the loan, when management believes principal and interest will not be collected under the contractual terms of the loan. The accrual of interest on impaired loans is discontinued when the loan is 60 days past due or in management’s opinion the account should be placed on nonaccrual status (loans partially charged-off are generally immediately placed on nonaccrual status). When interest accrual is discontinued, all unpaid accrued interest is reversed against interest ~~income.~~income and/or the allowance for loan losses, as applicable. Interest income is subsequently recognized only to the extent that cash payments are received.

The allowance for loan losses is established through provisions for loan losses charged against income. Loans considered to be uncollectible are charged against the allowance, and recoveries, if any, are credited to the allowance. The adequacy of the allowance for loan losses is determined by management through evaluation of the loss exposure on individual nonperforming, delinquent and high-dollar loans; review of various risk conditions and business trends; historical loss experience; and growth and composition of the loan portfolio, as well as other relevant risk factors.

A quantitative analysis is utilized to support the adequacy of the allowance for loan losses. This analysis includes review of the historical charge-off rates for loan categories, fluctuations and trends in the amount of classified loans and other risk factors. Factors consider the level of S&T’s historical charge-offs that have occurrence within the credits economic life cycle. Management also assesses subjective factors such as portfolio credit trends, unemployment trends, vacancy trends, loan growth and variable interest rate factors.

Significant to this analysis is the shift in loan portfolio composition to an increased mix of commercial loans. These loans are generally larger in size, and due to our continuing growth, many are new loan relationships. Management relies on its risk-rating process to monitor trends that may be occurring relative to commercial loans to assess potential weaknesses within the credit. Current factors and trends in risk ratings are considered in the determination and allocation of the allowance for loan losses.

S&T believes its quantitative and qualitative analysis and risk-rating process, which serves as the primary basis for assessing the adequacy of the allowance for loan losses, is sufficient to allow it to conclude that the total allowance for loan losses is adequate to absorb probable loan losses.

PAGE 4850

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

LOANS ORIGINATED FOR SALE AND HELD FOR SALE

Loans held for sale consist of 1-4 family residential loans originated for sale in the secondary market and carried at lower of cost or market, determined on an aggregate basis. Loans held for sale were ~~$1.6~~$0.8 million and ~~$4.3~~$1.6 million at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively. Gains and losses on sales of loans held for sale are included in ~~mortgage banking~~other income in the consolidated statements of income. S&T manages its exposure to changes in the market value of loans from the date of commitment to the borrower and the loan’s ultimate sale by entering into mandatory forward commitments to sell the loans. The extent to which S&T elects to cover its loan production with forward commitments varies based upon factors deemed by management to be appropriate in the circumstances. The market value related to the risk of the commitment is the hedged asset or liability on the balance sheet with a corresponding offset recorded in the income statement. The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the market value of the derivative is recorded as a freestanding asset or liability. ~~The amounts of commitments to borrowers and commitments to sell loans were insignificant at December 31, 2005 and 2004.~~

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation. ~~The provision for depreciation~~Maintenance and repairs are charged to expense as incurred, while improvements which extend an asset’s useful life are capitalized and depreciated over the estimated remaining life of the asset. Depreciation expense is computed generally by the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Useful lives range from three to 25 years for furniture and equipment; ten to 50 years for premises and two to 36 years for leasehold improvements. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term, including renewal periods when reasonably assured pursuant to SFAS No. 13, “Accounting for Leases.”

JOINT VENTURES

S&T has limited partnership investments in affordable housing and federal historic rehabilitation projects, for which it provides funding as a limited partner and receives tax credits and tax deductions for any losses incurred by the projects based on its partnership share. At December 31, ~~2005~~2006 and ~~2004,~~2005, S&T had recorded investments in other assets on its balance sheet of approximately ~~$13.7~~$15.7 million and ~~$12.2~~$13.7 million, respectively, associated with these investments. ~~S&T currently adjusts~~Low-income housing relationships are accounted for on the ~~carrying value~~equity basis and are periodically reviewed for impairment. Investments in partnerships for the purpose of ~~these investments~~rehabilitating historic structures are evaluated for ~~any losses incurred by~~impairment at the ~~limited partnership through earnings.~~end of each reporting period and are recorded at their net realizable value. S&T determined that it is not the primary beneficiary of these partnerships and does not consolidate them.

OTHER REAL ESTATE

Other real estate is included in other assets and is comprised of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of a foreclosure. These properties are carried at the lower of cost or market value less estimated cost of resale. Loan losses arising from the acquisition of such property initially are charged against the allowance for loan losses. Gains or losses realized subsequent to acquisition are recorded in other expenses in the results of operations.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price over the cost of net assets purchased. Goodwill is not amortized, but is evaluated for impairment annually. In 2006, 2005 ~~2004~~ and ~~2003,~~2004, S&T performed the required impairment tests of goodwill at the respective reporting unit level and no impairment existed as of the valuation date, as the market value of S&T’s net assets exceeded their carrying value.

PAGE 51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

If, for any future period, S&T determines that there has been impairment in the carrying value of its goodwill balances, S&T will record a charge to earnings, which could have a material adverse effect on S&T’s net income.

Intangible assets consist of $3.8 million for the acquisition of core savings deposits ($~~2.3~~2.0 million, net of accumulated amortization) and ~~$1.4~~$1.5 million in cost for the acquisition of insurance contract relationships ($~~1.0~~0.9 million, net of accumulated amortization), and are amortized over their estimated

~~PAGE 49~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

weighted average ~~life~~lives of ~~eleven and ten years, respectively.~~11 years. The estimated aggregate amortization expense for each of the five succeeding years will approximate $0.5 million.


	Goodwill		Core Deposit Intangible			Goodwill		Core Deposit Intangible
Dollars in thousands
dollars in thousands

Balance at December 31, 2003	$	48,021	$	3,975
Additions/(reductions)		—		—
Amortization		—		(468	)
Balance at December 31, 2004		48,021		3,507		$	48,021	$	3,507
Additions/(reductions)		1,052		276
Additions							1,052		276
Amortization		—		(483	)		—		(483	)
Balance at December 31, 2005	$	49,073	$	3,300		$	49,073	$	3,300
Additions							882		111
Amortization							—		(494	)
Balance at December 31, 2006						$	49,955	$	2,917

MORTGAGE LOAN SERVICING

Mortgage servicing assets are recognized as separate assets when servicing rights are acquired through loan originations when ~~there is a definitive plan to sell~~ the underlying ~~loan.~~loan is sold. Upon sale, the mortgage servicing right is established, which represents the then current market value of future net cash flows expected to be realized for performing the servicing activities. The market value of the mortgage servicing rights are estimated by calculating the present value of estimated future net servicing cash flows, taking into consideration actual and expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors, which are determined based on current market conditions. The expected and actual rates of mortgage loan prepayments are the most significant factors driving the value of mortgage servicing rights. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced. In determining the market value of the mortgage servicing rights, mortgage interest rates, which are used to determine prepayment rates and discount rates, are held constant over the estimated life of the portfolio. Capitalized mortgage servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying mortgage loans.

Capitalized mortgage servicing rights are regularly evaluated for impairment based on the estimated market value of those rights. The mortgage servicing rights are stratified by certain risk characteristics, primarily loan term and note rate. If temporary impairment exists within a risk stratification tranche, a valuation allowance is established through a charge to income equal to the amount by which the carrying value exceeds the market value. If it is later determined all or a portion of the temporary impairment no longer exists for a particular tranche, the valuation allowance is reduced.

Mortgage servicing rights are also reviewed for other-than-temporary impairment. Other-than-temporary impairment exists when the recoverability of a recorded valuation allowance is determined to be remote, taking into consideration historical and projected interest rates and loan pay-off activity. When this situation occurs, the unrecoverable portion of the valuation allowance is applied

PAGE 52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

as a direct write-down to the carrying value of the mortgage servicing rights. Unlike a valuation allowance, a direct write-down permanently reduces the carrying value of the mortgage servicing rights and the valuation allowance, precluding subsequent recoveries.

For the year ended December 31, ~~2005~~2006 and ~~2004,~~2005, the 1-4 family mortgage loans that were sold to Fannie Mae amounted to ~~$36.4~~$18.8 million and ~~$42.9~~$36.4 million, respectively. At December 31, ~~2005~~2006 and ~~2004,~~2005, mortgage servicing rights were ~~$2.2~~$2.1 million and ~~$1.7~~$2.2 million, respectively. At December 31,

~~PAGE 50~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

2006, 2005 ~~2004~~ and ~~2003,~~2004, S&T’s servicing portfolio totaled $180.8 million, $185.1 million ~~$175.9 million~~ and ~~$160.3~~$175.9 million, respectively. The fair market value of mortgage servicing rights was ~~$2.4~~$2.2 million and ~~$1.7~~$2.4 million at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively.


	Servicing Rights			Valuation Allowance			Net Carrying Value			Servicing Rights			Valuation Allowance			Net Carrying Value
Dollars in thousands

Balance at December 31, 2003	$	1,659		$	179		$	1,480
Additions/(reductions)		649			210			439
Amortization		(245	)					(245	)
Balance at December 31, 2004		2,063			389			1,674		$	2,063		$	389		$	1,674
Additions/(reductions)		421			(369	)		790			421			(369	)		790
Amortization		(286	)					(286	)		(286	)		—			(286	)
Balance at December 31, 2005	$	2,198		$	20		$	2,178			2,198			20			2,178
Additions/(reductions)											239			36			203
Amortization											(313	)		—			(313	)
Balance at December 31, 2006										$	2,124		$	56		$	2,068

DERIVATIVE FINANCIAL INSTRUMENTS

S&T utilizes derivative instruments from time to time for asset/liability management. These transactions involve both credit and market risk. The notional amounts are amounts on which calculations and payments are based. The notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Interest-rate swaps are contracts in which a series of interest-rate flows (fixed and floating) are exchanged over a prescribed period. The notional amounts on which the interest payments are based are not exchanged. ~~At December 31, 2005, S&T had no derivative instruments outstanding.~~

S&T has certain interest rate derivative positions that are not designated as hedging instruments. These derivative positions relate to transactions in which S&T enters into an ~~interest rate~~interest-rate swap with a customer while at the same time entering into an offsetting ~~interest rate~~interest-rate swap with another financial institution. In connection with each transaction, S&T agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a same notional amount at a fixed rate. At the same time, S&T agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows S&T’s customer to effectively convert a variable rate loan to a fixed ~~rate.~~rate for the customer. Because S&T acts as an intermediary for its customer, changes in the market value of the underlying derivative contracts offset each other and do not impact S&T’s results of operations. ~~At December 31, 2005, S&T had a notional amount of $73.2 million of interest rate swaps paying and receiving a weighted average fixed rate of 6.88 percent.~~

S&T offers rate lock commitments to potential borrowers. The commitments are generally for ~~sixty~~60 days and guarantee a specified interest rate for a loan if underwriting standards are met, but the commitment does not obligate the potential borrower to close on the loan. Accordingly, some commitments expire prior to becoming loans. S&T enters into such contracts in order to control interest rate risk under an asset/liability strategy that is meant to limit risk from holding longer-term mortgages. Whenever a customer desires these products, a mortgage originator quotes a secondary market rate, guaranteed for that day by the investor. The rate lock is executed between the mortgagee

PAGE 53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

and S&T, and in turn a forward sales contract is executed between S&T and the investor. Both the rate lock commitment and the corresponding forward sales contract for each customer are considered derivatives. As such, changes in the fair value of the derivatives during the commitment period are recorded in current earnings and included in other income on the consolidated statements of income.

~~PAGE 51~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

WEALTH MANAGEMENT ASSETS AND INCOME

Assets held in a fiduciary capacity by the subsidiary bank, S&T Bank, are not assets of S&T Bank and are therefore not included in the consolidated financial statements. Wealth management fee income is reported on the consolidated ~~statements~~statement of income.

STOCK-BASED COMPENSATION

S&T has various stock-based employee compensation plans, which are described in Note O. S&T ~~accounts~~adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 123(R), “Share Based Payment,” on January 1, 2006. S&T is applying the modified prospective method. SFAS No. 123(R) requires measurement of compensation expense of all stock-based awards at market value on the date of grant and recognition of compensation expense over the service period for ~~stock based~~all awards granted or not yet vested at the date of adoption. As a result of applying the provisions of SFAS No. 123(R), during 2006, S&T recognized compensation ~~using~~expense of $776,000, pretax and $505,000, net of tax. The effect of applying the ~~intrinsic value method.~~ provisions of SFAS No. 123(R) to both year-to-date basic earnings per share and diluted earnings per share was a decrease of $0.02.

Prior to the adoption of SFAS No. 123(R), S&T applied APB Opinion No. 25, “Accounting for Stock Issued to Employees,” in accounting for stock-based awards. No compensation expense was reflected in net income for 2005 and 2004. Results for prior periods have not been restated.

The following ~~is proforma information regarding~~table illustrates the effect on net income and earnings per share ~~assuming that stock options were accounted for under~~if the market value ~~method. The estimated market value of the options is amortized~~method had been applied to ~~expense over the vesting~~all outstanding and unvested awards in each period.


	2005			2004			2003			2005			2004
(dollars in thousands, except per share data)

Net Income	$	58,243		$	54,358		$	51,777		$	58,243		$	54,358
Stock-based employee compensation cost determined if the market value method had been applied to all awards, net of tax		(2,173	)		(1,324	)		(353	)		(2,173	)		(1,324	)
Proforma Net Income	$	56,070		$	53,034		$	51,424		$	56,070		$	53,034

Basic Earnings per Share
As reported	$	2.21		$	2.05		$	1.96		$	2.21		$	2.05
Proforma		2.13			2.00			1.94			2.13			2.00
Diluted Earnings per Share
As reported	$	2.18		$	2.03		$	1.94		$	2.18		$	2.03
Proforma		2.10			1.98			1.92			2.10			1.98

On June 20, 2005, the Board of Directors ~~of S&T~~ approved the accelerated vesting of the December 20, 2004 stock options awarded to eligible participants under the S&T Bancorp, Inc. 2003 Stock Incentive Plan (the “2003 Stock ~~Plan,~~Plan”), which ~~have~~had an exercise price of $37.08. As a result of the acceleration, unvested options granted in 2004 to acquire approximately 381,000 shares of S&T’s common stock, which otherwise 50 percent would have vested on January 1, 2006 and the remaining shares on January 1, 2007, became immediately ~~exercisable in full.~~exercisable. The options were not “in the money” (i.e., the exercise price of the options were in excess of the price of S&T’s common stock) at the time of acceleration. S&T will adopt Financial Accounting Standards Board Statement No. 123(R), Share-Based Payment, on January 1, 2006 and believes the above-mentioned acceleration of vesting will reduce the compensation expense related to its Incentive Stock Plan in 2006.

The market value was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2005, 2004 and 2003, respectively: risk-free interest rates of 4.36 percent, 3.61 percent and 3.27 percent; a dividend yield of 3.0 percent, 2.9 percent and 3.3 percent; volatility factors of the expected market price of S&T’s common stock of .27, .26 and .27; and a weighted-average expected life of seven years in 2005 and five years in 2004 and 2003.

PAGE 54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

The Black-Scholes option valuation model was developed for use in estimating the market value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. S&T’s employee stock options have characteristics significantly different from those of traded options, and changes in ~~the~~ subjective input assumptions can materially affect the market value estimate. For the stock option grants awarded in 2006 and 2005, S&T followed the “short-cut approach,” in developing the estimate of expected life. Under this approach, the expected life is presumed to be the mid point between the vesting date and the end of the contractual term.

The market value for nonstatutory stock options were estimated at the grant dates using a Black-Scholes option pricing model with the following weighted-average assumptions for 2006, 2005, and 2004, respectively: risk-free interest rates of 4.36 percent, 3.61 percent and 3.27 percent; a dividend yield of 3.0 percent, 2.9 percent and 3.3 percent; volatility of the expected market price of S&T’s common stock of .27, .26, and .27; and a weighted-average expected life of seven years, five years and five years.

S&T maintains a Cash Appreciation Rights (“CARs”) plan, which are treated as liability instruments under SFAS No. 123(R). The current market value must be determined at each reporting date. The Black-Scholes option valuation model was used to determine the market value of the CARs as of December 31, 2006. The assumptions used to value the CARs are as follows: a risk-free interest rate of 4.64 percent; a dividend yield of 3.53 percent; volatility of the expected market price of S&T’s common stock of .26; and a weighted-average expected life of 5.98 years.

PENSIONS

Pension expense for S&T Bank’s defined benefit pension plan is actuarially determined using the projected unit credit actuarial cost method. The funding policy for the plan is to contribute amounts

~~PAGE 52~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

to the plan sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974, plus such additional amounts as may be appropriate, subject to federal income tax limitation.

INCOME TAXES

Income taxes are accounted for under the liability method whereby deferred income taxes are recognized for the difference between the financial reporting and tax bases of assets and liabilities.

TREASURY STOCK

The purchase of S&T common stock is recorded at cost. At the time of reissuance, the treasury stock account is reduced using the average cost method.

EARNINGS PER COMMON SHARE

Basic Earnings Per Share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Average shares outstanding for computing basic EPS were 25,735,295, 26,384,062 and 26,485,934 for 2006, 2005 and ~~26,427,899 for 2005,~~ 2004, ~~and 2003,~~ respectively. Potentially dilutive securities are excluded from the basic calculation, but are included in diluted EPS. Average shares outstanding for computing diluted EPS were 25,940,352, 26,688,148 and 26,799,451 for 2006, 2005 and ~~26,723,434 for 2005,~~ 2004, ~~and 2003,~~ respectively. In computing diluted EPS, average shares outstanding have been increased by the common stock equivalents relating to S&T’s outstanding stock options.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~On December 16, 2004,~~In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial ~~Accounting Standards Board (FASB)~~Instruments.” Under current generally accepted accounting principles, an entity that holds a financial

PAGE 55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

instrument with an embedded derivative must bifurcate the financial instrument, resulting in the host and the embedded derivative being accounted for separately. SFAS No. 155 permits, but does not require, entities to account for certain financial instruments with an embedded derivative at fair value thereby eliminating the need to bifurcate the instrument into its host and the embedded derivative. This Statement will be effective for all financial instruments acquired or issued by S&T on or after January 1, 2007, and is not expected to have a significant impact on S&T’s financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets.” This Statement amends SFAS No. ~~123 (revised 2004),~~~~Share-Based Payment~~~~, which is a revision~~140, “Accounting for Transfers and Servicing of ~~FASB Statement No.123,~~~~Accounting for Stock-Based Compensation~~~~. Statement 123(R) supersedes APB Opinion No. 25,~~~~Accounting for Stock Issued to Employees~~,Financial Assets and ~~amends FASB Statement No. 95,~~~~Statement~~Extinguishments of ~~Cash Flows~~~~. Generally, the approach in Statement 123(R) is similar~~Liabilities,” with respect to the ~~approach described in~~accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156 requires companies to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract. The Statement ~~123. However,~~permits a company to choose either the amortized cost method or fair value measurement method for each class of separately recognized servicing assets. This Statement ~~123(R) requires all share-based payments to employees, including grants of employee stock options, to~~will be ~~recognized in the income statement based on their market values. Proforma disclosure is no longer an alternative.~~

Statement 123(R) originally required adoption no later that July 1, 2005. In April 2005, the Securities and Exchange Commission (“SEC”) issued a release that amends the compliance dates for Statement 123(R). Under the SEC’s new rule, S&T was required to adopt Statement 123(R)effective as of January 1, 2007 and is not expected to have a significant impact on S&T’s financial position and results of operations.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of SFAS No. 109, “Accounting for Income Taxes,” to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. S&T will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect of adopting FIN 48 will be recorded in retained earnings. Upon adoption, management estimates that the cumulative effect adjustment will be immaterial to retained earnings, which is ~~applying~~subject to revision as management completes its analysis.

In September 2006, the ~~modified prospective method.~~FASB issued, SFAS No. 157, “Fair Value Measurements.” This standard provides enhanced guidance for using fair value to measure assets and liabilities. The standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. S&T ~~expects~~will be required to apply the new guidance effective January 1, 2008. S&T is in the process of determining the impact on S&T’s financial position and results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of SFASB No. 87, 88, 106 and 132(R).” SFAS No. 158 requires companies to ~~earnings~~recognize the over funded or under funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The Statement improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. On December 31, 2006, ~~to approximate $584,777,~~S&T adopted the recognition and disclosure provisions of SFAS No. 158, which resulted in the recognition of the funded status of its pension and postretirement plans as either assets or liabilities on the consolidated balance sheet and recognition of unrecognized actuarial gains/losses and prior service costs of $3.0 million as a separate component of accumulated comprehensive income, net of tax. SFAS No. 158 did not have an effect on S&T’s consolidated financial condition at December 31, 2005 or 2004. SFAS No. 158’s provisions regarding the change in the measurement date of defined

PAGE 56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

postretirement benefit plans are not applicable as S&T already uses a measurement date of December 31 for its pension plan. See Note N for further discussion of the effect of adopting SFAS No. 158 on S&T’s consolidated financial statements.

RECLASSIFICATION

Certain amounts in prior years’ financial statements have been reclassed to conform to the current year’s presentation. The reclassifications had no effect on S&T’s financial condition or results of operations.

NOTE B

Market Values of Financial Instruments

S&T utilizes quoted market values, where available, to assign market value to its financial instruments. In cases where quoted market values were not available, S&T uses present value methods to estimate the market value of its financial instruments. These estimates of market value are significantly affected by the assumptions made and, accordingly, do not necessarily indicate amounts that could be realized in a current market exchange.

~~PAGE 53~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

The following methods and assumptions were used by S&T in estimating its market value disclosures for financial instruments:

CASH AND CASH EQUIVALENTS AND OTHER SHORT-TERM ASSETS

The carrying amounts reported in the consolidated balance sheet for cash and due from banks, interest-earning deposits with banks and federal funds sold approximate those assets’ market values.

SECURITIES

Market values for investment securities and securities available for sale are based on quoted market prices.

LOANS

For variable-rate loans that reprice frequently and with no significant change in credit risk, market values are based on carrying values. The market values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers as adjusted for net credit losses and the loss of interest income from nonaccrual loans. The carrying amount of accrued interest approximates its market value.

DEPOSITS

The market values disclosed for demand deposits (e.g., noninterest and interest-bearing demand, money market and savings accounts) are, by definition, equal to the amount payable on demand. The carrying amounts for variable-rate, fixed-term, and certificates of deposit approximate their market value at year-end. Market values for fixed-rate certificates of deposit and other time deposits are based on the discounted value of contractual cash flows, using interest rates currently offered for deposits of similar remaining maturities.

SHORT-TERM BORROWINGS AND OTHER BORROWED FUNDS

The carrying amounts of federal funds purchased, securities sold under repurchase agreements and other borrowings approximate their market values.

PAGE 57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

LONG-TERM BORROWINGS

The market values disclosed for long-term borrowings are estimated using current interest rates for long-term borrowings of similar remaining maturities.

LOAN COMMITMENTS AND STANDBY LETTERS OF CREDIT

Estimates of the market value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counter-parties. Also, unfunded loan commitments relate principally to variable-rate commercial loans, typically non-binding and fees are not normally assessed on these balances.

Estimates of market value have not been made for items that are not defined as financial instruments, including such items as S&T’s core deposit intangibles and the value of its trust operation. S&T believes it is impractical to estimate a representational market value for these types of assets, which represent significant value to S&T.

~~PAGE 54~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

The following table indicates the estimated market value of S&T’s financial instruments as of December 31:


	2005				2004				2006				2005
	Market Value		Carrying Value		Market Value		Carrying Value		Market Value		Carrying Value		Market Value		Carrying Value
(dollars in thousands)

ASSETS
Cash	$	56,189	$	56,189	$	47,328	$	47,328	$	59,980	$	59,980	$	56,189	$	56,189
Securities:
Available for sale		494,575		494,575		517,906		517,906
Held to maturity		—		—		267		265
Securities available for sale										432,045		432,045		481,257		481,257
Other investments										10,562		10,562		13,318		13,318
Loans		2,473,390		2,491,506		2,283,859		2,287,351		2,663,743		2,666,291		2,473,390		2,491,506

LIABILITIES
Deposits		2,412,412		2,418,884		2,180,798		2,176,263	$	2,561,929	$	2,565,306	$	2,412,412	$	2,418,884
Securities sold under repurchase agreements & federal funds purchased		137,829		137,829		98,384		98,384		132,751		133,021		137,829		137,829
Short-term borrowings		150,000		150,000		225,000		225,000		55,000		55,000		150,000		150,000
Long-term borrowings		84,967		83,776		89,342		86,325		173,122		171,941		84,967		83,776
Junior subordinated debt securities										25,115		25,000		—		—
Interest-rate swaps		—		—		54		54		—		—		—		—

NOTE C

Restrictions on Cash and Due from Bank Accounts

The Board of Governors of the Federal Reserve System ~~(“the Federal~~(the “Federal Reserve Board”) imposes certain reserve requirements on all depository institutions. These reserves are maintained in the form of vault cash or as a noninterest-bearing balance with the Federal Reserve Board. Required reserves averaged ~~$16,464,000~~$17,593,000 during ~~2005.~~2006.

PAGE 58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

NOTE D

Securities

The following table indicates the composition of the securities portfolio at December 31:


	Available for Sale									Available for Sale
2005	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Market Value
2006										Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Market Value
(dollars in thousands)

Obligations of U.S. government corporations and agencies	$	224,325	$	399	$	(3,687	)	$	221,037	$	183,161	$	16	$	(3,174	)	$	180,003
Collateralized mortgage obligations of U.S. government corporations and agencies		64,480		6		(847	)		63,639		61,087		—		(997	)		60,090
Mortgage-backed securities		39,321		46		(951	)		38,416		32,856		15		(1,078	)		31,793
U.S. treasury securities		499		—		—			499
Obligations of states and political subdivisions		84,998		38		(1,225	)		83,811		82,733		37		(1,098	)		81,672
Debt securities available for sale		413,623		489		(6,710	)		407,402		359,837		68		(6,347	)		353,558
Marketable equity securities		45,421		20,084		(391	)		65,114		39,268		16,126		(45	)		55,349
Other securities		22,059		—		—			22,059		23,138		—		—			23,138
Total	$	481,103	$	20,573	$	(7,101	)	$	494,575	$	422,243	$	16,194	$	(6,392	)	$	432,045


	Available for Sale
2005	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Market Value
(dollars in thousands)

Obligations of U.S. government corporations and agencies	$	224,325	$	399	$	(3,687	)	$	221,037
Collateralized mortgage obligations of U.S. government corporations and agencies		64,480		6		(847	)		63,639
Mortgage-backed securities		39,321		46		(951	)		38,416
U.S. treasury securities		499		—		—			499
Obligations of states and political subdivisions		84,998		38		(1,225	)		83,811
Debt securities available for sale		413,623		489		(6,710	)		407,402
Marketable equity securities		45,421		20,084		(391	)		65,114
Other securities		8,741		—		—			8,741
Total	$	467,785	$	20,573	$	(7,101	)	$	481,257

There were $6,069,000, $5,337,000 and $6,348,000 in gross realized gains and $588,000, $329,000 and $1,004,000 in gross realized losses in 2006, 2005 and 2004, in each case respectively, relative to securities available for sale.

PAGE 5559

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

   Available for Sale
2004    Amortized
Cost    Gross
Unrealized
Gains    Gross
Unrealized
Losses Market
Value
(dollars in thousands)
Obligations of U.S. government corporations and agencies
   $ 234,706    $ 3,107    $ (299 ) $ 237,514
Collateralized mortgage obligations of U.S. government corporations and agencies
   46,126    402    — 46,528
Mortgage-backed securities
   48,197    436    (260 ) 48,373
U.S. treasury securities
   5,089    159    — 5,248
Obligations of states and political subdivisions
   70,968    539    (309 ) 71,198
Corporate securities
   16,222    271    — 16,493
Debt securities available for sale
   421,308    4,914    (868 ) 425,354
Marketable equity securities
   46,888    27,845    (178 ) 74,555
Other securities
   17,997    —    — 17,997
Total
   $ 486,193    $ 32,759    $ (1,046 ) $ 517,906
   Held to Maturity
Obligations of states and political subdivisions
   $ 265    $ 2    $ — $ 267
Total
   $ 265    $ 2    $ — $ 267

There were $5,337,000, $6,348,000 and $10,552,000 in gross realized gains and $329,000, $1,004,000 and $2,494,000 in gross realized losses in 2005, 2004 and 2003, respectively, relative to securities available for sale. During 2005, S&T recognized an other-than-temporary impairment totaling $0.3 million on one equity security.

The following table presents the age of gross unrealized losses and market value by investment category:

   Less Than 12 Months
12 Months or More
Total

2005    Market
Value    Unrealized
Losses Market
Value    Unrealized
Losses Market
Value    Unrealized
Losses
(dollars in thousands)
Obligations of U.S. government corporations and agencies
   $ 142,892    $ (2,553 ) $ 32,825    $ (1,134 ) $ 175,717    $ (3,687 )
Collateralized mortgage obligations of U.S. government corporations and agencies
   58,696    (847 ) —    — 58,696    (847 )
Mortgage-backed securities
   21,450    (360 ) 14,466    (591 ) 35,916    (951 )
Obligations of states and political subdivisions
   58,898    (753 ) 14,412    (472 ) 73,310    (1,225 )
Debt securities available for sale
   281,936    (4,513 ) 61,703    (2,197 ) 343,639    (6,710 )
Marketable equity securities
   3,052    (245 ) 2,857    (146 ) 5,909    (391 )
Total Temporarily Impaired Securities
   $ 284,988    $ (4,758 ) $ 64,560    $ (2,343 ) $ 349,548    $ (7,101 )

~~PAGE 56~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~


	Less Than 12 Months					12 Months or More					Total					Less Than 12 Months					12 Months or More					Total
2004	Market Value		Unrealized Losses			Market Value		Unrealized Losses			Market Value		Unrealized Losses
2006																Market Value		Unrealized Losses			Market Value		Unrealized Losses			Market Value		Unrealized Losses
(dollars in thousands)

Obligations of U.S. government corporations and agencies	$	34,309	$	(150	)	$	4,889	$	(149	)	$	39,198	$	(299	)	$	—	$	—		$	175,041	$	(3,174	)	$	175,041	$	(3,174	)
Collateralized mortgage obligations of U.S. government corporations and agencies																	9,515		(29	)		50,575		(968	)		60,090		(997	)
Mortgage-backed securities		17,147		(260	)		—		—			17,147		(260	)		—		—			30,535		(1,078	)		30,535		(1,078	)
Obligations of states and political subdivisions		19,596		(275	)		1,076		(34	)		20,672		(309	)		9,948		(24	)		65,731		(1,074	)		75,679		(1,098	)
Debt securities available for sale		71,052		(685	)		5,965		(183	)		77,017		(868	)		19,463		(53	)		321,882		(6,294	)		341,345		(6,347	)
Marketable equity securities		51		(2	)		2,239		(176	)		2,290		(178	)		989		(45	)		—		—			989		(45	)
Total Temporarily Impaired Securities	$	71,103	$	(687	)	$	8,204	$	(359	)	$	79,307	$	(1,046	)	$	20,452	$	(98	)	$	321,882	$	(6,294	)	$	342,334	$	(6,392	)

																Less Than 12 Months					12 Months or More					Total
2005																Market Value		Unrealized Losses			Market Value		Unrealized Losses			Market Value		Unrealized Losses
(dollars in thousands)

Obligations of U.S. government corporations and agencies																$	142,892	$	(2,553	)	$	32,825	$	(1,134	)	$	175,717	$	(3,687	)
Collateralized mortgage obligations of U.S. government corporations and agencies																	58,696		(847	)		—		—			58,696		(847	)
Mortgage-backed securities																	21,450		(360	)		14,466		(591	)		35,916		(951	)
Obligations of states and political subdivisions																	58,898		(753	)		14,412		(472	)		73,310		(1,225	)
Debt securities available for sale																	281,936		(4,513	)		61,703		(2,197	)		343,639		(6,710	)
Marketable equity securities																	3,052		(245	)		2,857		(146	)		5,909		(391	)
Total Temporarily Impaired Securities																$	284,988	$	(4,758	)	$	64,560	$	(2,343	)	$	349,548	$	(7,101	)

During ~~2005,~~2006, S&T recognized other-than-temporary impairments totaling $0.3 million on three equity investment securities. S&T recognized an other-than-temporary impairment totaling $0.3 million on one equity ~~security.~~security during 2005 and zero during 2004. S&T does not believe any individual unrealized loss as of December 31, ~~2005~~2006 represents an other-than-temporary impairment. S&T performs a review on the entire securities portfolio on a quarterly basis to identify securities that may

PAGE 60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

indicate an other-than-temporary impairment. S&T management considers the length of time and the extent to which the market value has been less than cost and the financial condition of the issuer. The unrealized losses on ~~thirty-three~~180 debt securities are primarily attributable to changes in interest rates. The unrealized losses on ~~five~~three marketable equity securities are attributable to temporary declines in market value. S&T has both the intent and the ability to hold the securities contained in the previous table for a time necessary to recover the amortized cost or until maturity.

The amortized cost and estimated market value of debt securities at December 31, ~~2005,~~2006, by effective maturity, is included in the table below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

For purposes of the maturity table, mortgage-backed securities and collateralized mortgage obligations, which are not due at a single maturity date, have been allocated over maturity groupings based upon the current estimated prepayment rates. The mortgage-backed securities and collateralized mortgage obligations may mature earlier or later than their ~~weighted-average~~ estimated maturities because of principal prepayment optionality.


Available for Sale	Amortized Cost		Market Value		Amortized Cost		Market Value
(dollars in thousands)

Due in one year or less	$	61,102	$	61,236	$	56,649	$	56,057
Due after one year through five years		280,467		275,633		261,752		256,911
Due after five years through ten years		68,014		66,581		38,630		37,855
Due after ten years		4,040		3,952		2,806		2,735
Total Debt Securities Available for Sale	$	413,623	$	407,402	$	359,837	$	353,558

At December 31, ~~2005~~2006 and ~~2004,~~2005, securities with principal amounts of ~~$274,399,000~~$287,994,000 and ~~$294,745,000,~~$274,399,000, respectively, were pledged to secure repurchase agreements, public funds and trust fund deposits.

~~PAGE 57~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

NOTE E

Loans

The following table indicates the composition of the loan portfolio at December 31:


	2005			2004			2006			2005
(dollars in thousands)

Real estate—construction	$	339,179		$	274,783		$	346,173		$	332,930
Real estate—mortgages:
Residential		519,076			487,445			570,304			523,745
Commercial		920,349			854,299			973,015			920,349
Commercial and industrial		644,686			601,633			702,833			644,686
Consumer installment		68,216			69,191			73,140			68,216
Gross Loans		2,491,506			2,287,351
Gross Portfolio Loans								2,665,465			2,489,926
Allowance for loan losses		(36,572	)		(34,262	)		(33,220	)		(36,572	)
Net Loans	$	2,454,934		$	2,253,089
Total Portfolio Loans								2,632,245			2,453,354
Loans held for sale								826			1,580
Total Loans							$	2,633,071		$	2,454,934

PAGE 61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

The following table presents changes in the allowance for loan losses for the year ended December 31:


	2005			2004			2003			2006			2005			2004
(dollars in thousands)

Balance at beginning of year	$	34,262		$	31,478		$	30,138		$	36,572		$	34,262		$	31,478

Charge-offs		(3,929	)		(7,175	)		(7,306	)		(14,038	)		(3,929	)		(7,175	)
Recoveries		2,208			5,559			1,346			1,306			2,208			5,559
Net charge-offs		(1,721	)		(1,616	)		(5,960	)		(12,732	)		(1,721	)		(1,616	)

Provision for loan losses		5,000			4,400			7,300			9,380			5,000			4,400
Reclassification of allowance for loan losses on unfunded loan commitments⁽¹⁾		(969	)		—			—
Reclassification of allowance for lending-related commitments⁽¹⁾											—			(969	)		—
Balance at end of year	$	36,572		$	34,262		$	31,478		$	33,220		$	36,572		$	34,262

(1)

During the second quarter of 2005, S&T reclassified $969,000 of its allowance for loan losses to a separate allowance for probable credit losses inherent in ~~unfunded loan~~lending-related commitments. Net income and prior period balances were not affected by this reclassification. The separate allowance is included in other liabilities.

S&T Bank has granted loans to certain officers and directors of S&T as well as to certain affiliates of the officers and directors in the ordinary course of business. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than normal risk of collectability. The aggregate dollar amounts of these loans were ~~$32,136,000~~$32,714,000 and ~~$27,593,000~~$32,136,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively. During ~~2005, $20,122,000~~2006, $15,196,000 of new loans were funded and repayments totaled ~~$15,579,000.~~$14,618,000.

The principal balances of loans on nonaccrual status were ~~$11,166,000~~$19,852,000 and ~~$6,309,000~~$11,166,000 at December 31, 2006 and 2005, ~~and 2004,~~ respectively. ~~At December 31, 2005, there were no commitments to lend additional funds on nonaccrual loans.~~ Other real estate owned which is included in other assets, was $523,000 at December 31, 2006 and $3,712,000 at December 31, ~~2005 and $2,119,000 at December 31, 2004.~~2005.

S&T attempts to limit its exposure to concentrations of credit risk by diversifying its loan portfolio. S&T ~~defines~~monitors concentrations of credit ~~risk as loans to a specific industry or group in excess of~~

~~PAGE 58~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

~~10 percent of total loans.~~risk. At December 31, ~~2005~~2006 and ~~2004,~~2005, S&T had no concentrations of credit risk by industry or group. Geographic concentrations exist because S&T provides a full range of banking services, including commercial, consumer and mortgage loans to individuals and corporate customers in its ten-county market areas in western Pennsylvania. Management believes these risks are mitigated by underwriting guidelines and ongoing review by loan administration.

The following table represents S&T’s investment in loans considered to be impaired and related information on those impaired loans:


	2005		2004		2003		2006		2005		2004
(dollars in thousands)

Recorded investment in loans considered to be impaired	$	29,745	$	10,458	$	12,260	$	26,152	$	29,745	$	10,458
Recorded investment in impaired loans with no related allowance for loan losses		7,741		1,388		4,087		19,698		7,741		1,388
Loans considered to be impaired that were on a nonaccrual basis		5,507		2,138		3,392		8,617		5,507		2,138
Allowance for loan losses related to loans considered to be impaired		9,937		5,712		3,914		2,627		9,937		5,712
Average recorded investment in impaired loans		16,325		13,762		10,217		31,426		16,325		13,762
Total interest income per contractual terms on impaired loans		2,115		684		1,012		2,675		2,115		684
Interest income on impaired loans recognized on a cash basis		1,854		571		913		1,867		1,854		571

PAGE 62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

NOTE F

Premises and Equipment

The following table is a summary of the premises and equipment accounts at December 31:


	Estimated Useful Life	2005			2004			Estimated Useful Life	2006			2005
(dollars in thousands)

Land	Indefinite	$	4,530		$	3,395		Indefinite	$	4,738		$	4,530
Premises	10-50 years		29,949			27,169		10-50 years		35,746			29,949
Furniture and equipment	3-10 years		21,957			21,128		3-25 years		24,704			21,957
Leasehold improvements	2-25 years		3,944			4,103		2-36 years		3,376			3,944
			60,380			55,795				68,564			60,380
Accumulated depreciation			(31,257	)		(30,304	)			(32,864	)		(31,257	)
Total		$	29,123		$	25,491			$	35,700		$	29,123

Depreciation related to premises and equipment was $2,922,000, $2,863,000 and $2,485,000 in 2006, 2005 and ~~$2,479,000 in 2005,~~ 2004, ~~and 2003,~~ respectively.

Certain banking facilities are leased under short-term lease arrangements expiring at various dates to the year ~~2010.~~2051. All such leases are accounted for as operating leases. Rental expense for premises and equipment amounted to $2,555,000, $2,229,000 and $1,963,000 in 2006, 2005 and ~~$1,925,000 in 2005,~~ 2004, ~~and 2003,~~ respectively. Minimum annual rentals and renewal options for each of the years ~~2006-2010~~2007-2011 are approximately ~~$1,195,000, $895,000, $879,000, $851,000,~~$1,089,000, $1,060,000, $1,019,000, $1,003,000, and ~~$772,000~~$993,000, respectively, and ~~$5,547,000~~$15,004,000 for the years thereafter. Included in the above are leases entered into with three directors for which rental expense totaled $557,000, $611,000 and $575,000 in 2006, 2005 and ~~$566,000 in 2005,~~ 2004, ~~and 2003,~~ respectively.

~~PAGE 59~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

NOTE G

Deposits

The following table indicates the composition of deposits at December 31:


	2005				2004				2006				2005
	Balance		Expense		Balance		Expense		Balance		Expense		Balance		Expense
(dollars in thousands)

Noninterest-bearing demand	$	435,672	$	—	$	415,812	$	—	$	448,453	$	—	$	435,672	$	—
Interest-bearing demand		155,191		21		175,447		19		150,568		60		155,191		21
Money market		242,228		3,812		332,009		3,245		163,105		3,736		242,228		3,812
Savings		652,685		11,263		388,939		1,493		881,967		32,787		652,685		11,263
Time deposits		933,108		29,728		864,056		25,875		921,213		36,946		933,108		29,728
Total	$	2,418,884	$	44,824	$	2,176,263	$	30,632	$	2,565,306	$	73,529	$	2,418,884	$	44,824

The aggregate of all time deposits over $100,000 amounted to ~~$206,666,000~~$261,646,000 and ~~$192,761,000~~$206,666,000 for December 31, 2006 and 2005, ~~and 2004,~~ respectively.

PAGE 63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

The following table indicates the scheduled maturities of time deposits at December 31:


	2005		2004		2006		2005
(dollars in thousands)

Due in one year	$	548,150	$	377,245	$	659,530	$	548,150
Due in one to two years		198,753		226,575		161,689		198,753
Due in two to three years		102,937		146,426		55,100		102,937
Due in three to four years		38,479		51,487		15,440		38,479
Due in four to five years		21,200		36,772		20,117		21,200
Due after five years		23,589		25,551		9,337		23,589
Total	$	933,108	$	864,056	$	921,213	$	933,108

NOTE H

Short-Term Borrowings

Short-term borrowings are for terms under one year and were comprised of retail repurchase agreements (“REPOs”), wholesale REPOs, federal funds purchased and FHLB advances. S&T defines repurchase agreements with its local retail customers as retail REPOs; short-term wholesale REPOs are those transacted with other banks and brokerage firms. Securities pledged as collateral under these REPO financing arrangements cannot be sold or repledged by the secured party. The fair value of collateral provided to a third party is continually monitored, and additional collateral is obtained or requested to be returned as appropriate. Federal funds purchased are unsecured overnight borrowings with other financial institutions; overnight and FHLB advances are for various terms secured by a blanket lien on securities, residential mortgages and other loans with the FHLB of Pittsburgh.


Securities Sold Under Repurchase Agreements and Federal Funds Purchased	2005			2004			2003			2006			2005			2004
(dollars in thousands)

Balance at December 31:	$	137,829		$	98,384		$	182,020		$	133,021		$	137,829		$	98,384
Average balance during the year		132,406			164,645			185,214			114,544			132,406			164,645
Average interest rate during the year		2.98	%		1.16	%		1.13	%		4.51	%		2.98	%		1.16	%
Maximum month-end balance during the year	$	174,467		$	199,538		$	230,774		$	156,471		$	174,467		$	199,538
Average interest rate at year-end		3.80	%		1.77	%		0.95	%		4.83	%		3.80	%		1.77	%

Federal Home Loan Bank (FHLB) Advances										2006			2005			2004
(dollars in thousands)

Balance at December 31:										$	55,000		$	150,000		$	225,000
Average balance during the year											88,342			221,918			293,391
Average interest rate during the year											5.01	%		3.21	%		1.47	%
Maximum month-end balance during the year										$	150,000		$	315,000		$	380,000
Average interest rate at year-end											5.44	%		4.34	%		2.20	%

PAGE 6064

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

Federal Home Loan Bank (FHLB) Advances      2005    2004    2003
(dollars in thousands)
Balance at December 31:
     $ 150,000    $ 225,000    $ 250,000
Average balance during the year
     221,918    293,391    142,136
Average interest rate during the year
     3.21 %    1.47 %    1.28 %
Maximum month-end balance during the year
     $ 315,000    $ 380,000    $ 250,000
Average interest rate at year-end
     4.34 %    2.20 %    1.20 %

NOTE I

Long-Term Borrowings

The following table is a summary of long-term borrowings with the FHLB:


	2005				2004				2006				2005
	Balance		Average Rate		Balance		Average Rate		Balance		Average Rate		Balance		Average Rate
(dollars in thousands)

Due in one year	$	45,344	3.79	%	$	142	5.70	%	$	20,920	5.39	%	$	45,344	3.79	%
Due in one to two years		10,362	5.70	%		151	5.70	%		50,965	5.05	%		10,362	5.70	%
Due in two to three years		379	4.88	%		10,159	5.73	%		84,429	5.49	%		379	4.88	%
Due in three to four years		13,638	6.08	%		169	5.70	%		5,760	6.41	%		13,638	6.08	%
Due in four to five years		4,929	6.67	%		13,596	6.10	%		564	4.89	%		4,929	6.67	%
Due after five years		9,124	4.86	%		8,833	6.28	%		9,303	5.26	%		9,124	4.86	%
Total	$	83,776	4.69	%	$	33,050	6.03	%	$	171,941	5.36	%	$	83,776	4.69	%

The purpose of these borrowings is to match-fund selected new loan originations, to mitigate interest-rate sensitivity risks and to take advantage of discounted borrowing rates through the FHLB for community investment projects.

S&T pledged securities and all 1-4 family and multi-family mortgage loans as collateral for any current or future FHLB borrowings. The total carrying amount of these pledged loans was ~~$437,019,000~~$443,734,000 at December 31, ~~2005.~~2006. At December 31, ~~2005,~~2006, S&T had availability with the FHLB of ~~$405,312,000.~~$516,518,000.

At December 31, 2006, S&T had long-term repurchase agreement borrowings totaling $50.0 million at a weighted average fixed-rate of 5.52 percent, which matures within one year. At December 31, 2005, S&T had no long-term repurchase agreement borrowings outstanding. ~~At December 31, 2004, S&T had long-term repurchase agreement borrowings totaling $53,275,000 at a weighted average fixed-rate of 4.43 percent, which matured within one year.~~ The purpose of these borrowings was to lock in fixed-rate fundings to mitigate interest-rate risk.

On September 21, 2006, S&T Bank issued $25.0 million of junior subordinated debt through a pooled transaction at an initial fixed rate of 6.78%. On September 15, 2011 and quarterly thereafter, S&T Bank has the option to redeem the subordinated debt, subject to a 30 day written notice and prior approval by the FDIC. If S&T Bank chooses not to exercise the option for early redemption on September 15, 2011 or subsequent quarters, the subordinated debt will convert to a variable rate of 3-month LIBOR plus 160 basis points. The subordinated debt qualifies as Tier 2 capital under regulatory guidelines and will mature on December 15, 2036.

NOTE J

Dividend and Loan Restrictions

Certain restrictions exist regarding the ability of S&T Bank to transfer funds to S&T in the form of dividends and loans. The amount of dividends that may be paid to S&T is restricted by regulatory guidelines concerning minimum capital requirements. S&T Bank could pay dividends of approximately ~~$24.0~~$18.5 million without affecting its well-capitalized position at December 31, ~~2005.~~2006.

Federal law prohibits S&T from borrowing from S&T Bank unless such loans are collateralized by specific obligations. Further, such loans are limited to 10 percent of S&T Bank’s capital and additional paid-in capital, as defined.

PAGE 6165

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

NOTE K

Litigation

S&T, in the normal course of business, is subject to various legal proceedings in which claims for monetary damages are asserted. No material losses are anticipated by S&T as a result of these legal proceedings.

NOTE L

Guarantees

S&T, in the normal course of business, commits to extend credit and issue standby letters of credit. The obligations are not recorded in S&T’s financial statements. Loan commitments and standby letters of credit are subject to S&T’s normal credit underwriting policies and procedures and generally require collateral based upon management’s evaluation of each customer’s financial condition and ability to satisfy completely the terms of the agreement. S&T’s exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, equals the notional amount of the obligation less the value of any collateral. Unfunded commercial loan commitments totaled ~~$635,809,000~~$686,204,000 and ~~$547,627,000~~$635,809,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively. Unfunded other loan commitments totaled ~~$144,694,000~~$157,863,000 and ~~$134,059,000~~$144,694,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively; and obligations under standby letters of credit totaled ~~$206,249,000~~$220,494,000 and ~~$213,409,000~~$206,249,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively.

NOTE M

Income Taxes

Income tax expense (credits) for the years ended December 31 are comprised of:


	2005		2004			2003			2006		2005		2004
(dollars in thousands)

Current	$	23,288	$	24,613		$	22,707		$	19,711	$	23,288	$	24,613
Deferred		999		(1,612	)		(1,844	)		1,802		999		(1,612	)
Total	$	24,287	$	23,001		$	20,863		$	21,513	$	24,287	$	23,001

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The statutory to effective tax rate reconciliation for the years ended December 31 is as follows:


	2005		2004		2003		2006			2005		2004
Statutory tax rate	35.0	%	35.0	%	35.0	%		35.0	%	35.0	%	35.0	%
Tax-exempt interest income	(2.3	)	(2.2	)	(2.2	)		(2.8	)	(2.3	)	(2.2	)
Dividend exclusion	(0.7	)	(0.7	)	(1.0	)		(0.5	)	(0.7	)	(0.7	)
Low income housing tax credits	(1.6	)	(1.5	)	(1.9	)		(1.9	)	(1.6	)	(1.5	)
Other	(1.0	)	(0.9	)	(1.2	)		(1.1	)	(1.0	)	(0.9	)
Effective tax rate	29.4	%	29.7	%	28.7	%	$	28.7	%	29.4	%	29.7	%

Income taxes applicable to security gains were $1,918,000 in 2006, $1,753,000 in 2005 and $1,870,000 in ~~2004 and $2,820,000 in 2003.~~2004.

PAGE 6266

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

Significant components of S&T’s temporary differences were as follows at December 31:


	2005			2004			2006			2005
(dollars in thousands)

Deferred tax liabilities:
Net unrealized holding gains on securities available for sale	$	(4,939	)	$	(11,240	)	$	(3,796	)	$	(4,939	)
Prepaid pension		(3,997	)		(1,796	)
Prepaid pension in other employee benefits								(5,816	)		(3,997	)
Deferred loan income		(2,476	)		(2,495	)		(1,949	)		(2,476	)
Purchase accounting		(4,783	)		(4,573	)		(3,855	)		(4,783	)
Other		(778	)		(1,412	)		(1,232	)		(778	)
Total deferred tax liabilities		(16,973	)		(21,516	)		(16,648	)		(16,973	)
Deferred tax assets:
Allowance for loan losses		13,090			11,992			12,059			13,090
Loan fees		1,152			1,287			905			1,152
Net adjustment to apply SFAS No. 158								1,635			—
State taxes NOL carryforwards		274			226			325			274
Other		2,722			2,926			3,016			2,722
Gross deferred tax assets		17,238			16,431			17,940			17,238
Less:
Valuation allowance		(274	)		(226	)		(325	)		(274	)
Total deferred tax assets		16,964			16,205			17,615			16,964
Net deferred tax liability included in other liabilities	$	(9	)	$	(5,311	)
Net deferred tax asset (liability)							$	967		$	(9	)

S&T ~~Bank~~ establishes a valuation allowance when it is more likely than not that ~~the Corporation~~S&T will not be able to realize the benefit of the deferred tax assets, i.e., when future deductibility is uncertain. Periodically, the valuation allowance is reviewed and adjusted based on management’s assessments of realizable deferred tax assets. Gross deferred tax assets as of December 31, ~~2005~~2006 and ~~2004~~2005 were reduced by a valuation allowance of $0.3 million, ~~and $0.2 million, respectively,~~ related to state income tax net operating losses generated by certain subsidiaries, as utilization of these losses is not likely. These operating loss carryforwards total $5.0 million and will expire in the years ~~2019-2024.~~2020-2025.

The period change in deferred taxes is recorded both directly to capital and as a part of the income tax expense and can be summarized as follows at December 31:


	2005			2004			2006			2005
(dollars in thousands)

Deferred tax changes reflected in other comprehensive income	$	(6,301	)	$	(3,392	)	$	(2,778	)	$	(6,301	)
Deferred tax changes reflected in federal income tax expense		999			(1,612	)		1,802			999
Net change in deferred taxes	$	(5,302	)	$	(5,004	)	$	(976	)	$	(5,302	)

NOTE N

Employee Benefits

S&T Bank maintains a defined benefit pension plan ~~(“Plan”~~(the “Plan”) covering substantially all employees. The benefits are based on years of service and the employee’s compensation for the highest five consecutive years in the last ten years. Contributions are intended to provide for benefits attributed to employee service to date and for those benefits expected to be earned in the future.

PAGE 6367

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

The following table summarizes the components of net periodic pension expense for ~~S&T Bank’s defined benefit~~the Plan:


	2005			2004			2003			2006			2005			2004
(dollars in thousands)

Service cost—benefits earned during the period	$	1,725		$	1,535		$	1,219		$	1,989		$	1,725		$	1,535
Interest cost on projected benefit obligation		2,583			2,313			2,174			2,763			2,583			2,313
Expected return on plan assets		(3,435	)		(2,978	)		(2,254	)		(4,135	)		(3,435	)		(2,978	)
Net amortization and deferral		43			19			107			185			43			19
Net periodic pension expense	$	916		$	889		$	1,246		$	802		$	916		$	889

The following tables summarize the activity in the benefit obligation and Plan assets:


	2005			2004			2006			2005
(dollars in thousands)

CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year	$	43,070		$	37,524		$	48,440		$	43,070
Service cost		1,725			1,535			1,989			1,725
Interest cost		2,583			2,312			2,763			2,583
Plan participants’ contributions		294			1,562			318			294
Actuarial gain		2,619			1,899			(1,260	)		2,619
Benefits paid		(1,851	)		(1,762	)		(1,934	)		(1,851	)
Projected benefit obligation at end of year	$	48,440		$	43,070		$	50,316		$	48,440

CHANGE IN PLAN ASSETS
Market value of plan assets at beginning of year	$	42,145		$	35,184		$	52,620		$	42,145
Actual return on plan assets		2,829			4,161			5,586			2,829
Employer contribution		9,203			3,000			6,000			9,203
Plan participants’ contributions		294			1,562			318			294
Benefits paid		(1,851	)		(1,762	)		(1,934	)		(1,851	)
Market value of plan assets at end of year	$	52,620		$	42,145		$	62,590		$	52,620

The following table sets forth the ~~plan’s~~Plan’s funded status and the accrued pension cost in the consolidated balance sheets at December 31:


	2005			2004			2006			2005
(dollars in thousands)

Projected benefit obligation at end of year	$	(48,440	)	$	(43,070	)	$	(50,316	)	$	(48,440	)
Market value of plan assets at end of year		52,620			42,145			62,590			52,620
Funded status		4,180			(925	)		12,274			4,180
Unrecognized net loss		7,105			3,907			4,225			7,105
Unamortized prior service cost		134			151			118			134
Balance of initial unrecognized net asset		—			—
Prepaid pension cost included in other assets	$	11,419		$	3,133		$	16,617		$	11,419

~~The accumulated benefit obligation for~~On December 31, 2006, S&T ~~Bank’s~~adopted the recognition and disclosure provisions of SFAS No. 158. SFAS No. 158 requires an employer to recognize the funded status of any defined benefit ~~Plan was $41,370,000 at~~pension plan or postretirement benefit plan in the December 31, ~~2005 and $36,902,000~~2006 statement of financial position, with a corresponding adjustment to accumulated other comprehensive income, net of tax. For the Plan, the adjustment to accumulated other comprehensive income at ~~December 31, 2004.~~adoption represents the net unrecognized

PAGE 6468

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

actuarial loss and unamortized prior service cost which were previously netted against the plan’s funded status in S&T’s statement of financial position pursuant to the provisions of SFAS No. 87. These amounts will be subsequently recognized as net periodic pension cost pursuant to S&T’s historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic pension cost in the same periods will be recognized as a component of other comprehensive income. Those amounts will be subsequently recognized as a component of net periodic pension cost on the same basis as the amounts recognized in accumulated other comprehensive income upon adoption of SFAS No. 158.

The incremental effect of adopting the provisions of SFAS No. 158 on S&T’s statement of financial position at December 31, 2006 is presented in the following table. The adoption of SFAS No. 158 had no effect on S&T’s consolidated statement of income for the year ended December 31, 2006, or for any prior periods presented, and will not effect S&T’s operating results in future periods.


RETIREMENT PLAN OF S&T BANK	2006
(dollars in thousands)

Amounts Recognized in the Statement of Financial Position and in Retained Earnings Consist of:
Prior to adoption of SFAS No. 158:
Prepaid benefit cost	$	16,617
Accrued benefit liability		—
Intangible asset		—
Accumulated other comprehensive income		—
Net amount recognized in retained earnings	$	16,617
After adoption of SFAS No. 158:
Net amount recognized in statement of financial position	$	12,274
Amounts recognized in accumulated other comprehensive income consist of:
Prior service cost	$	118
Net actuarial loss		4,225
Total (before tax effects)	$	4,343
Change in accumulated other comprehensive income due to adoption of SFAS No. 158 (before tax effects)	$	4,343

Included in accumulated other comprehensive income at December 31, 2006 are the following amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service costs of $118,000 ($77,000, net of tax) and unrecognized actuarial losses of $4,225,000 ($2,746,000, net of tax). The prior service cost and actuarial loss included in accumulated other comprehensive income and expected to be recognized in net periodic pension cost during the year ended December 31, 2007 is $16,000 ($10,000, net of tax) and $0, respectively.

The accumulated benefit obligation for the Plan was $43,049,000 at December 31, 2006 and $41,370,000 at December 31, 2005.

Below are actuarial assumptions used in accounting for the Plan at December 31:


	2005		2004		2003		2006		2005		2004
Weighted-average discount rate	6.00	%	6.00	%	6.25	%	5.75	%	6.00	%	6.00	%
Rate of increase in future compensation levels	4.00	%	4.00	%	4.00	%	4.00	%	4.00	%	4.00	%
Expected long-term rate of return on plan assets	8.00	%	8.00	%	8.00	%	8.00	%	8.00	%	8.00	%

PAGE 69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

S&T considers many factors when setting the assumed rate of return on Plan assets. As a general guideline the assumed rate of return is equal to the weighted average of the expected returns for each asset category and is estimated based on historical returns as well as expected future returns.

The Plan’s weighted-average asset allocations by asset category are as follows:


	Plan Assets at December 31				Plan Assets at December 31
Asset Category	2005		2004		2006		2005
Equity Securities	59	%	66	%	55	%	59	%
Debt Securities	26	%	30	%	33	%	26	%
Other	15	%	4	%	12	%	15	%
Total	100	%	100	%	100	%	100	%

S&T Bank’s Retirement Plan Committee determines the investment policy for the Plan. In general, the targeted asset allocation is 50 percent-70 percent equities and 30 percent-50 percent fixed-income. A strategic allocation within each asset class is employed based on the Plan’s time horizon, risk tolerances, performance expectations and asset class preferences. Investment managers have discretion to invest in any equity or fixed-income asset class, subject to the securities guidelines of the Plan’s Investment Policy Statement.

S&T Bank contributed ~~$2.0 million to the Plan in 2005. S&T also contributed~~ $7.2 million to the Plan in 2005 for 2006. S&T Bank also contributed $6.0 million to the Plan in 2006 for 2007. This contribution comprised the majority of the other asset category (e.g., money market account) at December 31, ~~2005.~~2006. Benefit payments, which reflect expected future service, as appropriate, are expected to be paid from the Plan for each of the years ~~2006-2010~~2007-2011 and are ~~$1,923,000, $2,008,000, $2,124,000, $2,269,000, $2,440,000,~~$1,981,000, $2,107,000, $2,270,000, $2,468,000, $2,663,000, respectively, and ~~$15,012,000~~$16,382,000 for the five years thereafter.

S&T also has a supplemental executive retirement plan (“SERP”) for certain key employees. The SERP is unfunded. The balances of the actuarial present values of projected benefit obligations related to the SERP were ~~$3,304,000~~$3,389,000 and ~~$2,859,000~~$3,304,000 at December 31, ~~2005~~2006 and ~~2004,~~2005, respectively. Accrued pension costs related to the SERP were ~~$2,904,000~~$2,835,000 and ~~$2,693,000~~$2,904,000 at December 31, 2006 and 2005, ~~and 2004,~~ respectively. In accordance with SFAS No. 158, $485,000 before tax was reflected in accumulated other comprehensive income at December 31, 2006 in relation to the SERP. In addition, S&T pays the post-retirement health care for a limited number of retirees. The SFAS No. 158 adjustment of ($156,000), before tax was reflected in accumulated other comprehensive income at December 31, 2006, in relation to post-retirement medical benefits. Net periodic pension cost related to the SERP was $340,000, $317,000 ~~$279,000~~ and $279,000 for the ~~year~~years ended December 31, 2006, 2005 ~~2004~~ and ~~2003,~~2004, respectively. The actuarial assumptions are the same as those used for ~~S&T’s defined benefit plan.~~the Plan.

S&T maintains a Thrift Plan, a qualified defined contribution plan, in which substantially all employees are eligible to participate. S&T makes matching contributions to the Thrift Plan up to 3 percent of participants’ eligible compensation and may make additional profit-sharing contributions as ~~limited~~provided by the Thrift Plan. Expense related to these contributions amounted to $1,452,000, $1,963,000 and $1,428,000 in 2006, 2005 and ~~$1,658,000 in 2005,~~ 2004, ~~and 2003,~~ respectively.

NOTE O

Incentive and Restricted Stock Plan and Dividend Reinvestment Plan

S&T adopted an Incentive Stock Plan in 1992 (“1992 Stock Plan”) that provides for granting incentive stock options, nonstatutory stock options, restricted stock and ~~stock~~ appreciation ~~rights (SARs).~~rights. On

~~PAGE 65~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

October 17, 1994, the 1992 Stock Plan was amended to include outside directors. The 1992 Stock Plan covers a maximum of 3.2 million shares of S&T common stock and expires ten years from the date of board

PAGE 70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

approval. At December 31, 2002, 3,180,822 nonstatutory stock options and 35,600 restricted stock awards had been granted under the 1992 Stock Plan. No further awards will be made under the 1992 Stock Plan.

S&T adopted ~~an Incentive~~the 2003 Stock Plan in 2003 ~~(“2003 Stock Plan”)~~ that provides for granting incentive stock options, nonstatutory stock options, restricted stock and ~~SARS.~~appreciation rights. The 2003 Stock Plan covers a maximum of 1.5 million shares of S&T common stock and expires ten years from the date of board approval. The 2003 Stock Plan is similar to the ~~S&T~~1992 Stock Plan, which the 2003 Stock Plan replaced. As of December 31, ~~2005, 933,500~~2006, 937,500 nonstatutory stock options have been granted under the 2003 Stock Plan and ~~515,350~~642,750 are currently exercisable.

~~Each year~~ S&T ~~has~~ granted nonstatutory stock options in 2006 under the 2003 Stock Plan at an exercise ~~prices~~price determined by the S&T Bancorp, Inc. Board of Directors Compensation Benefits Committee on the date of grant. S&T granted nonstatutory stock options in 2005 under the 2003 Stock Plan at an exercise price equal to the market value of S&T common stock on the ~~grant date.~~

date of grant. Nonstatutory stock options granted in 2006 and 2005 have a four-year vesting period and a ten-year life, with 25 percent vesting each year on January 1 of the succeeding year. Stock options granted in ~~2003 and~~ 2004 under the 2003 Stock Plan and have a ten-year life. ~~Options~~There were 4,000 shares of nonstatutory stock options issued in 2006 and 202,500 shares of nonstatutory stock options issued in 2005 at a price of $37.86. The total compensation expense related to the 2006 grant will approximate $19,000, net of tax over the next three years. The total compensation expense related to the 2005 grant will approximate $857,000 net of tax over the next three years.

During 2006, total proceeds from the 122,200 shares of nonstatutory stock options exercised totaled $2,755,000 and resulted in a tax benefit of $502,000. During 2005, total proceeds for the 330,735 shares exercised totaled $7,906,000 and resulted in a tax benefit of $1,660,000. During 2004, total proceeds for the 490,525 shares exercised totaled $10,347,000 and resulted in a tax benefit of $2,098,000.

Below is activity for nonstatutory stock options for the years ending December 31:


	2006				2005				2004
	Number of Shares		Weighted Average Option Price		Number of Shares		Weighted Average Option Price		Number of Shares		Weighted Average Option Price
Outstanding at beginning of year	1,775,762		$	29.05	1,919,697		$	27.25	2,041,572		$	26.34
Granted	4,000			37.86	202,500			37.86	380,700			37.08
Exercised	(122,200	)		22.54	(330,735	)		23.90	(490,525	)		21.09
Forfeited	(7,200	)		35.04	(15,700	)		30.81	(12,050	)		28.13
Outstanding at end of year	1,650,362			29.52	1,775,762			29.05	1,919,697			27.25
Exercisable at end of year	1,443,862		$	28.33	1,422,312		$	27.70	1,110,922		$	23.08

PAGE 71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

The following table summarizes the total shares outstanding and the range and weighted average of exercise prices and remaining contractual lives at December 31:


	2006				2005				2004
	Shares Outstanding	Exercise Price		Contractual Remaining Life (Years)	Shares Outstanding	Exercise Price		Contractual Remaining Life (Years)	Shares Outstanding	Exercise Price		Contractual Remaining Life (Years)
1995	—	$	—	—	—	$	—	—	23,000	$	13.13	1
1996	—		—	—	25,500		15.44	1	62,500		15.44	2
1997	87,462		20.38	1	113,062		20.38	2	143,822		20.38	3
1998	145,900		27.75	2	162,700		27.75	3	217,300		27.75	4
1999	123,100		22.88	3	128,900		22.88	4	152,600		22.88	5
2000	137,300		19.81	4	147,800		19.81	5	163,500		19.81	6
2001	202,700		24.40	5	219,600		24.40	6	266,525		24.40	7
2002	104,650		26.60	6	110,500		26.60	7	163,350		26.60	8
2003	284,550		29.97	7	300,800		29.97	8	346,400		29.97	9
2004	358,200		37.08	8	364,400		37.08	9	380,700		37.08	10
2005	202,500		37.86	9	202,500		37.86	10	—		—	—
2006	4,000		37.86	9	—		—	—	—		—	—
Total	1,650,362	$	29.52	5.9	1,775,762	$	29.05	6.6	1,919,697	$	27.25	6.9

The weighted-average remaining contractual term of shares currently exercisable at December 31, 2006 is 5.4 years.

S&T also maintains a Cash Appreciation Rights (“CARs”) plan under which CARs are granted. CARs are rights to appreciation of the market value of S&T’s common stock over the exercise price as of the date of grant. The CARs are settled in cash. There were no CARs granted in 2006 and 2004. CARs granted in 2005 have a four-year vesting period and a ten-year life, with 25 percent vesting each year on January 1 of the succeeding year. There were CARs with respect to 206,900 shares of S&T common stock issued in 2005 at a price of $37.86. During 2006, CARs with respect to 7,200 shares have been forfeited. The total compensation expense related to the 2005 grant will approximate $633,000, net of tax over the next three years.

~~In 2002,~~As of December 31, 2006, there were ~~35,600~~8,900 shares of unvested restricted stock awards granted ~~at $26.60 per share.~~related to a previous grant. There were no restricted stock awards granted in ~~2005, 2004~~2006 and ~~2003.~~2005. These shares vest 25 percent per year ~~over the next four years~~ with the first vesting, ~~occurring~~which occurred on January 1, 2004. During the restricted period, the recipient receives dividends and can vote the shares. Generally, if the recipient leaves S&T before the end of the restricted period, the shares will be forfeited. Compensation expense for the restricted stock is ratably recognized over the period of service, generally the restricted period, based on the market value of the stock on the date of grant.

~~S&T, also maintains a Cash Appreciation Rights (CAR) plan under which CARs are granted. CARs are rights~~ As of December 31, 2006 there were 8,900 shares of restricted stock remaining to appreciation of the market value of S&T’s common stock over the exercise price as of the date of grant. The CARs are settled in cash. CARs granted in 2005 have a four-year vesting period and a ten-year life, with 25 percent vesting each yearvest on January 1, ~~of the succeeding year. There were 206,900 shares of CARs issued in 2005 at a price of $37.86 and none issued in 2004 and 2003.~~

~~Below is activity for nonstatutory stock options for the years ending December 31:~~

   2005
   2004
   2003
   Number of
Shares Weighted
Average
Option
Price    Number of
Shares Weighted
Average
Option
Price    Number of
Shares Weighted
Average
Option
Price
Outstanding at beginning of year
   1,919,697 $ 27.25    2,041,572 $ 26.34    2,059,422 $ 23.71
Granted
   202,500 37.86    380,700 37.08    350,300 29.97
Exercised
   (330,735 ) 23.90    (490,525 ) 21.09    (334,250 ) 18.82
Forfeited
   (15,700 ) 30.81    (12,050 ) 28.13    (33,900 ) 26.06
Outstanding at end of year
   1,775,762 29.05    1,919,697 27.25    2,041,572 26.34
Exercisable at end of year
   1,422,312 $ 27.70    1,110,922 $ 23.08    1,506,175 $ 23.40

~~PAGE 66~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

~~The following table summarizes the total shares outstanding and the range and weighted average of exercise prices and remaining contractual lives at December 31:~~

2005
2004
2003
Shares
Outstanding Exercise
Price Contractual
Remaining
Life (Years) Shares
Outstanding Exercise
Price Contractual
Remaining
Life (Years) Shares
Outstanding Exercise
Price Contractual
Remaining
Life (Years)
1994
— $ — — — $ — — 28,000 $ 9.50 1
1995
— — — 23,000 13.13 1 80,000 13.13 2
1996
25,500 15.44 1 62,500 15.44 2 116,000 15.44 3
1997
113,062 20.38 2 143,822 20.38 3 185,322 20.38 4
1998
162,700 27.75 3 217,300 27.75 4 306,100 27.75 5
1999
128,900 22.88 4 152,600 22.88 5 217,800 22.88 6
2000
147,800 19.81 5 163,500 19.81 6 193,650 19.81 7
2001
219,600 24.40 6 266,525 24.40 7 379,300 24.40 8
2002
110,500 26.60 7 163,350 26.60 8 185,100 26.60 9
2003
300,800 29.97 8 346,400 29.97 9 350,300 29.97 10
2004
364,400 37.08 9 380,700 37.08 10 — — —
2005
202,500 37.86 10 — — — — — —
Total
1,775,762 $ 29.05 6.6 1,919,697 $ 27.25 6.9 2,041,572 $ 26.34 6.7

2007.

S&T also sponsors a dividend reinvestment plan (“Dividend Plan”) whereby shareholders may purchase shares of S&T common stock at market value with reinvested dividends and voluntary cash contributions. American Stock Transfer and Trust Company, the plan administrator and transfer agent, purchases the shares on the open market to fulfill the Dividend Plan’s needs.

PAGE 72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

NOTE P

S&T Bancorp, Inc. (parent company only)

Condensed Financial Information


Balance Sheets at December 31:	2005		2004
BALANCE SHEETS AT DECEMBER 31:					2006		2005
(dollars in thousands)

ASSETS
Cash	$	54	$	60	$	83	$	54
Investments in:
Bank subsidiary		308,732		298,211		295,780		308,732
Nonbank subsidiary		33,384		29,609
Nonbank subsidiaries						36,678		33,384
Other assets		17,864		28,430		17,490		17,864
Total Assets	$	360,034	$	356,310	$	350,031	$	360,034

LIABILITIES
Dividends payable	$	7,613	$	7,181	$	7,615	$	7,613
Other liabilities						3,365		—
Total Liabilities		7,613		7,181		10,980		7,613
Total Shareholder’s Equity		352,421		349,129
Total Liabilities and Shareholder’s Equity	$	360,034	$	356,310
Total Shareholders’ Equity						339,051		352,421
Total Liabilities and Shareholders’ Equity					$	350,031	$	360,034


STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31:	2006			2005		2004
(dollars in thousands)

Dividends from subsidiaries	$	63,745		$	44,733	$	34,025
Investment income		67			16		29
Other Expenses		818			802		774
Income before equity in undistributed net income of subsidiaries		62,994			43,947		33,280
(Distribution in excess of net income) equity in undistributed net income of:
Bank subsidiary		(13,448	)		9,899		15,195
Nonbank subsidiaries		3,790			4,397		5,883
Net Income	$	53,336		$	58,243	$	54,358


STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31:	2006			2005			2004
(dollars in thousands)

OPERATING ACTIVITIES
Net Income	$	53,336		$	58,243		$	54,358
Equity in undistributed net income of subsidiaries		9,658			(14,296	)		(21,078	)
Tax benefit from nonstatutory stock options exercised		1,049			1,795			2,098
Other		(1,748	)		(1,137	)		(1,664	)
Total Provided by Operating Activities		62,295			44,605			33,714

FINANCING ACTIVITIES
Dividends		(30,046	)		(29,342	)		(28,101	)
Net treasury stock activity		(32,514	)		(15,269	)		(5,620	)
Excess tax benefits from stock-based compensation		294			—			—
Total Used by Financing Activities		(62,266	)		(44,611	)		(33,721	)
Increase (decrease) in Cash		29			(6	)		(7	)
Cash at Beginning of Year		54			60			67
Cash at End of Year	$	83		$	54		$	60

PAGE 6773

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

Statements of Income for the year ended December 31:    2005    2004    2003
(dollars in thousands)
Dividends from subsidiaries
   $ 44,733    $ 34,025    $ 30,173
Investment income
   16    29    22
Other Expenses
   802    774    769
Income before equity in undistributed net income of subsidiaries
   43,947    33,280    29,426
Equity in undistributed net income (distribution in excess of net income) of:

Bank subsidiary
   9,899    15,195    25,097
Nonbank subsidiary
   4,397    5,883    (2,746 )
Net Income
   $ 58,243    $ 54,358    $ 51,777

Statements of Cash Flows for the year ended December 31:    2005 2004 2003
(dollars in thousands)
OPERATING ACTIVITIES

Net Income
   $ 58,243 $ 54,358 $ 51,777
Equity in undistributed net income of subsidiaries
   (14,296 ) (21,078 ) (22,351 )
Tax benefit from nonstatutory stock options exercised
   1,795 2,098 1,237
Other
   (1,137 ) (1,664 ) (3,409 )
Total Provided by Operating Activities
   44,605 33,714 27,254
FINANCING ACTIVITIES

Dividends
   (29,342 ) (28,101 ) (26,726 )
Net treasury stock activity
   (15,269 ) (5,620 ) (578 )
Total Used by Financing Activities
   (44,611 ) (33,721 ) (27,304 )
Decrease in Cash
   (6 ) (7 ) (50 )
Cash at Beginning of Year
   60 67 117
Cash at End of Year
   $ 54 $ 60 $ 67

NOTE Q

Regulatory Matters

S&T is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on S&T’s financial statements. Under capital guidelines and the regulatory framework for prompt corrective action, S&T must meet specific capital guidelines that involve quantitative measures of S&T’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. S&T’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require S&T to maintain minimum amounts and ratios of Tier 1 and Total capital to risk-weighted assets and Tier 1 capital to average assets. As of December 31, ~~2005~~2006 and ~~2004,~~2005, S&T meets all capital adequacy requirements to which it is subject.

~~PAGE 68~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued~~

To be classified as well capitalized, S&T must maintain minimum Tier 1 risk-based, Total risk-based and Tier 1 leverage ratios as set forth in the table below:


	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions				Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
(dollars in thousands)

As of December 31, 2006
Total Capital (to Risk Weighted Assets)													$	347,487	11.93	%	$	233,085	8.00	%	$	291,356	10.00	%
Tier 1 Capital (to Risk Weighted Assets)														282,030	9.68	%		116,543	4.00	%		174,814	6.00	%
Tier 1 Capital (to Average Assets)														282,030	8.84	%		95,755	3.00	%		159,591	5.00	%

As of December 31, 2005
Total Capital (to Risk Weighted Assets)	$	333,945	12.09	%	$	220,973	8.00	%	$	276,216	10.00	%	$	333,945	12.09	%	$	220,973	8.00	%	$	276,216	10.00	%
Tier 1 Capital (to Risk Weighted Assets)		290,531	10.52	%		110,486	4.00	%		165,729	6.00	%		290,531	10.52	%		110,486	4.00	%		165,729	6.00	%
Tier 1 Capital (to Average Assets)		290,531	9.50	%		122,354	3.00	%		152,943	5.00	%		290,531	9.50	%		91,766	3.00	%		152,943	5.00	%

As of December 31, 2004
Total Capital (to Risk Weighted Assets)	$	320,318	12.58	%	$	203,780	8.00	%	$	254,725	10.00	%
Tier 1 Capital (to Risk Weighted Assets)		275,997	10.84	%		101,890	4.00	%		152,835	6.00	%
Tier 1 Capital (to Average Assets)		275,997	9.51	%		116,059	3.00	%		145,074	5.00	%

The most recent ~~notification~~notifications from the Federal Reserve Bank and the FDIC categorized S&T and S&T Bank, respectively, as well capitalized under the regulatory framework for corrective action. There have been no conditions or events that management believes have changed S&T or S&T Bank’s ranking during 2006 and 2005.

At December 31, 2006, S&T Bank’s Tier 1 and Total capital ratios were 8.54 percent and 10.64 percent, respectively, and Tier 1 capital to average assets was 7.74 percent. At December 31, 2005, S&T Bank’s Tier 1 and Total capital ratios were 9.57 percent and 10.89 percent, respectively, and Tier 1 capital to average assets was 8.61 percent. ~~At December 31, 2004, S&T Bank’s Tier 1 and Total capital ratios were 9.98 percent and 11.36 percent, respectively, and Tier 1 capital to average assets was 8.73 percent.~~

PAGE 6974

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — continued

NOTE R

Selected Financial Data

(unaudited)


		2005									2004										2006								2005
		Fourth Quarter		Third Quarter		Second Quarter			First Quarter		Fourth Quarter			Third Quarter		Second Quarter		First Quarter			Fourth Quarter		Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter		Second Quarter			First Quarter
(dollars in thousands, except per share data)	(dollars in thousands, except per share data)																			(dollars in thousands, except per share data)

SUMMARY OF OPERATIONS	SUMMARY OF OPERATIONS																			SUMMARY OF OPERATIONS
Income Statements:
Interest income		$	46,476	$	44,035	$	42,145		$	39,466	$	39,075		$	37,728	$	36,239	$	35,596		$	52,833	$	53,028	$	50,957	$	47,884	$	46,476	$	44,035	$	42,145		$	39,466
Interest expense			17,991		15,595		13,780			12,148		11,287			10,549		9,548		9,506			24,758		24,186		22,830		19,810		17,991		15,595		13,780			12,148
Provision for loan losses			1,500		3,000		(300	)		800		(500	)		1,500		1,900		1,500			828		1,352		5,700		1,500		1,500		3,000		(300	)		800
Net interest income after provision for loan losses			26,985		25,440		28,665			26,518		28,288			25,679		24,791		24,590			27,247		27,490		22,427		26,574		26,985		25,440		28,665			26,518
Security gains, net			1,239		1,300		801			1,668		972			1,144		1,708		1,520			1,218		1,210		1,244		1,809		1,239		1,300		801			1,668
Noninterest income			8,498		8,140		8,504			7,418		7,692			6,820		7,473		6,873			8,434		8,711		9,090		8,674		8,462		8,107		8,385			7,423
Noninterest expense			16,273		14,695		15,605			16,073		15,745			14,898		14,812		14,736			18,727		16,339		17,273		16,939		16,237		14,662		15,486			16,078
Income before taxes			20,449		20,185		22,365			19,531		21,207			18,745		19,160		18,247			18,172		21,072		15,488		20,118		20,449		20,185		22,365			19,531
Applicable income taxes			5,886		5,818		6,872			5,711		6,655			5,468		5,588		5,290			4,973		6,408		4,251		5,881		5,886		5,818		6,872			5,711
Net income		$	14,563	$	14,367	$	15,493		$	13,820	$	14,552		$	13,277	$	13,572	$	12,957		$	13,199	$	14,664	$	11,237	$	14,237	$	14,563	$	14,367	$	15,493		$	13,820

PER SHARE DATA
Net income-Diluted		$	0.55	$	0.54	$	0.58		$	0.51	$	0.54		$	0.50	$	0.51	$	0.48		$	0.52	$	0.57	$	0.43	$	0.54	$	0.55	$	0.54	$	0.58		$	0.51
Dividends declared			0.29		0.28		0.28			0.28		0.27			0.27		0.27		0.26			0.30		0.29		0.29		0.29		0.29		0.28		0.28			0.28
Book value			13.41		13.35		13.09			13.06		13.12			12.77		12.25		12.74			13.37		13.24		13.14		13.41		13.41		13.35		13.09			13.06

AVERAGE BALANCE SHEET TOTALS	AVERAGE BALANCE SHEET TOTALS																			AVERAGE BALANCE SHEET TOTALS
Total assets		$	3,141,728	$	3,090,488	$	3,061,157		$	2,998,237	$	3,000,134		$	3,002,225	$	2,979,134	$	2,908,794		$	3,270,151	$	3,285,807	$	3,282,972	$	3,205,843	$	3,141,728	$	3,090,488	$	3,061,157		$	2,998,237
Securities			495,676		504,806		516,704			518,872		530,547			555,568		583,192		597,845			428,556		453,128		469,472		485,935		495,676		504,806		516,704			518,872
Net loans			2,415,587		2,346,862		2,317,945			2,259,300		2,250,816			2,230,984		2,182,642		2,102,312			2,585,787		2,579,072		2,563,889		2,476,748		2,415,587		2,346,862		2,317,945			2,259,300
Total deposits			2,348,991		2,269,085		2,188,288			2,157,201		2,116,041			2,040,251		1,982,751		1,955,025			2,572,123		2,518,761		2,494,841		2,424,946		2,348,991		2,269,085		2,188,288			2,157,201
Securities sold under repurchase agreements and federal funds purchased			162,718		141,494		127,901			96,687		124,912			173,177		166,000		194,836			99,661		104,441		116,497		138,111		162,718		141,494		127,901			96,687
Short-term borrowings			146,957		197,337		282,912			262,000		278,424			312,935		333,901		247,033			21,685		86,359		117,637		128,889		146,957		197,337		282,912			262,000
Long-term borrowings			83,813		82,174		68,352			79,248		86,344			95,672		116,933		116,933			163,161		182,790		161,422		108,817		83,813		82,174		68,352			79,248
Subordinated debt																						25,000		2,717		—		—		—		—		—			—
Total shareholders’ equity			353,373		351,432		348,871			353,472		347,105			333,545		300,474		341,835			342,303		343,176		346,351		356,341		353,373		351,432		348,871			353,472

PAGE 7075

REPORT OF MANAGEMENT

S&T Bancorp, Inc. and Subsidiaries

S&T Bancorp, Inc. is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on management’s best estimates and judgments.

We, as management of S&T Bancorp, Inc., are responsible for establishing and maintaining effective adequate control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

The Audit Committee, consisting entirely of independent directors, meets regularly with management, internal auditors and the independent registered public accounting firm, and reviews audit plans and results, as well as management’s actions taken in discharging responsibilities for accounting, financial reporting, and internal control. Ernst & Young LLP, independent registered public accounting firm, and the internal auditors have direct and confidential access to the Audit Committee at all times to discuss the results of their examinations.

REPORT ON MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management assessed the corporation’s system of internal control over financial reporting as of December 31, ~~2005,~~2006, in relation to criteria for effective internal control over financial reporting as described in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, ~~2005,~~2006, its system of internal control over financial reporting is effective and meets the criteria of the “Internal Control — Integrated Framework”. Ernst & Young LLP, independent registered public accounting firm, has issued an attestation report on management’s assessment of the Corporation’s internal control over financial reporting.

/s/ James C. Miller

/s/ Robert E. Rout


James C. Miller, Chairman and Chief Executive Officer		Robert E. Rout Senior Executive Vice President, Chief Financial Officer and Secretary

Indiana, Pennsylvania
February ~~27, 2006~~23, 2007

PAGE 7176

REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING

S&T Bancorp, Inc. and Subsidiaries

Audit Committee of the Board of Directors

S&T Bancorp, Inc.

We have audited management’s assessment, included in the accompanying Report on Management’s Assessment of Internal Control Over Financial Reporting, that S&T Bancorp, Inc. maintained effective internal control over financial reporting as of December 31, ~~2005,~~2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). S&T Bancorp Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because management’s assessment and our audit were conducted to also meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management’s assessment and our audit of S&T Bancorp, Inc.’s internal control over financial reporting included controls over the preparation of financial statements in accordance with the instructions for the preparation of Consolidated Financial Statements for Bank Holding Companies (Form FRY-9C). A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that S&T Bancorp, Inc. maintained effective internal control over financial reporting as of December 31, ~~2005,~~2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, S&T Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2005,~~2006, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of S&T Bancorp, Inc. as of December 31, ~~2005~~2006 and ~~2004,~~2005, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2005,~~2006, of S&T Bancorp, Inc. and our report dated February ~~24, 2006,~~23, 2007, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania

February ~~24, 2006~~23, 2007

PAGE 7277

REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS

S&T Bancorp, Inc. and Subsidiaries

The Audit Committee of the Board of Directors

S&T Bancorp, Inc.

We have audited the accompanying consolidated balance sheets of S&T Bancorp, Inc. and subsidiaries as of December 31, ~~2005~~2006 and ~~2004,~~2005, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2005.~~2006. These financial statements are the responsibility of S&T’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of S&T Bancorp, Inc. and subsidiaries at December 31, ~~2005~~2006 and ~~2004,~~2005, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2005,~~2006, in conformity with U.S. generally accepted accounting principles.

As discussed in Note A to the consolidated financial statements, in 2006 the Company changed its method for the recognition of stock-based compensation expense in accordance with Financial Accounting Standards Board Statement 123(R),Share Based Payment. Also, as discussed in Note A to the consolidated financial statements, the Company changed its method of accounting for its defined benefit pension and postretirement plans as of December 31, 2006, in accordance with Financial Accounting Standards Board Statement No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of S&T Bancorp, Inc.’s internal control over financial reporting as of December 31, ~~2005,~~2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February ~~24, 2006,~~23, 2007, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania

February ~~24, 2006~~23, 2007

PAGE 7378

Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURES

None

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of S&T’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer) management has evaluated the effectiveness of the design and operation of S&T’s disclosure controls and procedures. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures are effective as of December 31, ~~2005.~~2006.

~~Changes in~~Management’s Report on Internal Control Over Financial Reporting

~~There were no changes in S&T’s~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting, ~~during~~as such term is defined in Exchange Act Rule 13a-15(f). Management assessed the ~~quarter ended December 31, 2005 that have materially affected, or are reasonably likely to materially affect, the~~corporation’s system of internal control over financial ~~reporting.~~reporting as of December 31, 2006, in relation to criteria for effective internal control over financial reporting as described in “Internal Control —Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2006, its system of internal control over financial reporting is effective and meets the criteria of the “Internal Control — Integrated Framework”.

~~Please refer to page 71 for Management’s Report~~Ernst & Young LLP, independent registered public accounting firm, has issued an attestation report on ~~Internal Control Over Financial Reporting.~~management’s assessment of the Corporation’s internal control over financial reporting, as stated in their report which is included herein.

Item 9B. OTHER INFORMATION

None

PAGE 7479

PART III

Item 10. DIRECTORS, ~~AND~~ EXECUTIVE OFFICERS ~~OF THE REGISTRANT~~AND CORPORATE GOVERNANCE

The information required by Item 10 of Form 10-K is incorporated herein from the sections entitled “Beneficial Ownership of S&T Common Stock by Directors and Officers” and “Executive Officers of the Registrant” in our proxy statement relating to our April ~~17, 2006,~~16, 2007, annual meeting of shareholders.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act, requires our directors, executive officers and persons who own more than 10 percent of our outstanding stock to file reports of ownership and changes in ownership with the SEC. To our knowledge, based solely on our review of such reports furnished to us and written representations that no other reports were required, all Section 16(a) filing requirements applicable to our directors, executive officers and greater-than-ten-percent shareholders were complied with during the year ended December 31, 2005.

~~Code of Ethics~~

S&T has adopted a code of ethics applicable to our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial and principal accounting officer). We have posted the text of our code of ethics on our web site at www.stbancorp.com. We intend to post notice of any waiver from, or amendment to, any provision of our code of ethics on our web site.

Item 11. EXECUTIVE COMPENSATION

This information required by Item 11 of Form 10-K is incorporated herein from the sections entitled ~~“S&T Board Fees”~~“Director Compensation” and “Remuneration of Executive Officers” in our proxy statement relating to our April ~~17, 2006,~~16, 2007, annual meeting of shareholders.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Except as set forth below the information required by Item 12 of Form 10-K is incorporated from the sections entitled “Principal Beneficial Owners of S&T Common Stock” and “Beneficial Ownership of S&T Common Stock by Directors and Officers” in our proxy statement relating to our April ~~17, 2006,~~16, 2007, annual meeting of shareholders.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, ~~2005~~2006 related to the equity compensation plans in effect at that time.


	(a)	(b)		(c)	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
Equity compensation plan approved by shareholders¹	1,775,762	$	29.05	566,500	1,650,362	$	29.52	562,500
Equity compensation plans not approved by shareholders	0		0	0	0		0	0
Total	1,775,762	$	29.05	566,500	1,650,362	$	29.52	562,500

(1)

Awards granted under the S&T Bancorp, Inc. Amended and Restated 1992 Incentive Stock Plan (the “1992 Plan”) and the 2003 Incentive Stock ~~Plan (the “2003 Plan”).~~Plan. The 1992 Plan expired in 2002 and no further awards may be granted thereunder.

~~PAGE 75~~

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 of Form 10-K is incorporated herein from the sections entitled “Transactions with ~~Management and Others”~~Related Parties” and “Compensation Committee Interlocks and Insider Participation” in our proxy statement relating to our April ~~17, 2006,~~16, 2007, annual meeting of shareholders.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 of Form 10-K is incorporated herein from the section entitled “Independent Registered Public Accounting Firm” in our proxy statement relating to our April ~~17, 2006,~~16, 2007, annual meeting of shareholders.

All services provided by our independent registered public accounting firm in 2005 were pre-approved by the Audit Committee of the Board (the “Committee”). The Committee is required to pre-approve all audit and non-audit services performed by the independent registered public accounting firm to assure that the provision of such services does not impair the independent registered public accounting firm’s independence. In addition, any proposed services exceeding pre-approved cost levels require specific pre-approval by the Committee. The Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the Independent Auditor to management.

PAGE 7680

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~(a) The following documents are filed as part of this report.~~

(a)	The following documents are filed as part of this report.

Consolidated Financial Statements: The following consolidated financial statements are included in Part II, Item 8 of this report. No financial statement schedules are being filed since the required information is inapplicable or is presented in the Consolidated Financial Statements or related Notes.


Consolidated Balance Sheets		4345

Consolidated Statements of Income		4446

Consolidated Statements of Changes in Shareholders’ Equity		4547

Consolidated Statements of Cash Flows		4648

Notes to Consolidated Financial Statements		4749

Report of Management		7176

Independent Registered Public Accounting Firm		7277

PAGE 7781


(b) Exhibits

3.1		Articles of Incorporation of S&T Bancorp, Inc. Filed as Exhibit B to Registration Statement (No. 2-83565) on Form S-4 of S&T Bancorp, Inc., dated May 5, 1983, and incorporated herein by reference.

3.2		Amendment to Articles of Incorporation of S&T Bancorp, Inc. Filed as Exhibit 3.2 to Form S-4 Registration Statement (No. 33-02600) dated January 15, 1986, and incorporated herein by reference.

3.3		Amendment to Articles of Incorporation of S&T Bancorp, Inc. effective May 8, 1989, incorporated herein by reference. Filed as exhibit 3.3 to S&T Bancorp, Inc. Annual Report on Form 10-K for year ending December 31, 1998 and incorporated herein by reference.

3.4		Amendment to Articles of Incorporation of S&T Bancorp, Inc. effective July 21, 1995. Filed as exhibit 3.4 to S&T Bancorp, Inc. Annual Report on Form 10-K for year ending December 31, 1998 and incorporated here by reference.

3.5		Amendment to Articles of Incorporation of S&T Bancorp, Inc. effective June 18, 1998. Filed as exhibit 3.5 to S&T Bancorp, Inc. Annual Report on Form 10-K for year ending December 31, 1998 and incorporated herein by reference.

3.6		By-laws of S&T Bancorp, Inc., as amended, December 16, 2002. Filed as Exhibit 3.6 to S&T Bancorp, Inc. Annual Report on Form 10-K for the year ending December 31, 2002 and incorporated herein by reference.

10.1		S&T Bancorp, Inc. Amended and Restated 1992 Incentive Stock Plan. Filed as Exhibit 4.2 to Form S-8 Registration Statement (No. ~~33-48549)~~333-48549) dated March 24, 1998 and incorporated herein by reference.*

10.2		S&T Bancorp, Inc. 2003 Incentive Stock Plan. Filed as Exhibit 4.2 to Form S-8 Registration Statement (No. 333-111557) dated December 24, 2003 and incorporated herein by reference.*

21		Subsidiaries of the Registrant.

23		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

24		Power of Attorney.

31.1		Rule 13a-14(a) Certification of the Chief Executive Officer.

31.2		Rule 13a-14(a) Certification of the Chief Financial Officer.

32		Rule 13a-14(b) Certification of the Chief Executive Officer and Chief Financial Officer.

*	Management Contract or Compensatory Plan or Arrangement

PAGE 7882

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


S&T BANCORP, INC. (Registrant)
/s/ James C. Miller		02/~~27/06~~26/07
James C. Miller, Chairman and Chief Executive Officer		Date

/s/ Robert E. Rout		02/~~27/06~~26/07
Robert E. Rout, Senior Executive Vice President, Chief Financial Officer and Secretary		Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


SIGNATURE	TITLE	DATE

/s/ James C. Miller James C. Miller	Chairman and Chief Executive Officer (Principal Executive Officer)	02/~~27/06~~26/07

/s/ Robert E. Rout Robert E. Rout	Senior Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	02/~~27/06~~26/07

/s/ Joseph A. Kirk Joseph A. Kirk	Director	02/~~27/06~~26/07

* Thomas A. Brice	Director	02/~~27/06~~26/07

* Todd D. Brice	Director	02/~~27/06~~26/07

* James L. Carino	Director	02/~~27/06~~26/07

John J. Delaney	Director	02/~~27/06~~26/07

* Michael J. Donnelly	Director	02/~~27/06~~26/07

PAGE 7983


SIGNATURE	TITLE	DATE

* ~~William J. Gatti~~	Director	02/~~27/06~~26/07
William J. Gatti

* ~~Ruth M. Grant~~	Director	02/~~27/06~~26/07
Ruth M. Grant

* ~~Jeffrey D. Grube~~	Director	02/~~27/06~~26/07
Jeffrey D. Grube

* ~~Frank W. Jones~~	Director	02/~~27/06~~26/07
Frank W. Jones

* ~~Samuel Levy~~	Director	02/~~27/06~~26/07
Samuel Levy

~~Christine J. Olson~~ *	Director	02/~~27/06~~26/07
James V. Milano

* ~~Alan Papernick~~	Director	02/~~27/06~~26/07
Christine J. Olson

~~Myles D. Sampson~~ *	Director	02/~~27/06~~26/07
Alan Papernick

* ~~Charles A. Spadafora~~	Director	02/~~27/06~~26/07

PAGE 8084


Pennsylvania		25-1434426
(State or other jurisdiction of incorporation of organization)		(~~IRS~~I.R.S. Employer Identification No.)

~~43 South Ninth~~800 Philadelphia Street, Indiana, PA		15701
(Address of principal executive offices)		(Zip Code)


Name of Entity	% Approved	% of Outstanding Shares Owned by S&T	% Approved	% of Outstanding Shares Owned by S&T
Allegheny Valley Bancorp, Inc.	14.0%	14.0%	24.9%	14.0%
CBT Financial Corp.	9.9%	5.4%	9.9%	5.4%
IBT Bancorp, Inc.	9.9%	7.9%	9.9%	8.0%


Large accelerated filer þ		Accelerated filer ¨		Non-accelerated filer ¨


Part I
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	12

Part II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Repurchases of Equity Securities	13
Item 6.	Selected Financial Data	1415
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1516
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3840
Item 8.	Financial Statements and Supplementary Data	4244
Item 9.	Changes and Disagreements with Accountants on Accounting and Financial Disclosures	7479
Item 9A.	Controls and Procedures	7479
Item 9B.	Other Information	7479

Part III
Item 10.	Directors, ~~and~~ Executive Officers ~~of the Registrant~~and Corporate Governance	7580
Item 11.	Executive Compensation	7580
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	7580
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7680
Item 14.	Principal Accounting Fees and Services	7680

Part IV
Item 15.	Exhibits, Financial Statement Schedules	7781
	Signatures	7983


	2005 Compared to 2004 Increase (Decrease) Due to⁽¹⁾									2004 Compared to 2003 Increase (Decrease) Due to⁽¹⁾
	Volume			Rate			Net			Volume			Rate			Net
(dollars in thousands )

Interest earned on:
Loans⁽²⁾	$	8,377		$	16,728		$	25,105		$	11,856		$	(10,304	)	$	1,552
Taxable investment securities		(2,893	)		963			(1,930	)		(3,771	)		(1,155	)		(4,926	)
Tax-exempt investment securities⁽²⁾		539			30			569			607			(43	)		564
Interest-earning deposits with banks		—			1			1			—			—			—
Federal funds sold		31			44			75			—			19			19
Total interest-earning assets		6,054			17,766			23,820			8,692			(11,483	)		(2,791	)

Interest paid on:
NOW/money market accounts		(607	)		1,176			569			(202	)		(306	)		(508	)
Savings deposits		1,688			8,082			9,770			150			399			549
Time deposits		957			2,897			3,854			1,788			(2,416	)		(628	)
Federal funds purchased		(51	)		407			356			(185	)		30			(155	)
Securities sold under repurchase agreements		(319	)		1,990			1,671			(73	)		53			(20	)
Short-term borrowings		(1,053	)		3,859			2,806			1,930			577			2,507
Long-term borrowings		(986	)		584			(402	)		(6,522	)		(1,399	)		(7,921	)
Total interest-bearing liabilities		(371	)		18,995			18,624			(3,114	)		(3,062	)		(6,176	)
Change in net interest income	$	6,425		$	(1,229	)	$	5,196		$	11,806		$	(8,421	)	$	3,385

8th & Merle Street
Clarion, PA 16214

2320 Route 286
Pittsburgh, PA 15239

523 Franklin Avenue
Vandergrift, PA 15690

435 South Seventh Street
Indiana, PA 15701

1107 Wayne Avenue
Indiana, PA 15701

1176 Grant Street
Indiana, PA 15701

229 Westmoreland Drive,
Route 30
Greensburg, PA 15601

220 New Castle Road
Butler, PA 16001

835 Hospital Road Indiana, PA 15701