SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 1999 Commission file number 0-12508 S&T BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 25-1434426 (State or other jurisdiction of incorporation of organization) (I.R.S. Employer Identification No.) 800 Philadelphia Street, Indiana, PA 15701 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (724) 349-1800 Securities registered pursuant to Section 12(b) of the Act None Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $2.50 per share (Title of class) 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. Yes X No 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. { } The aggregate market value of the voting stock held by nonaffiliates of the registrant as of February 07, 2000: Common Stock, $2.50 par value - $493,358,520 The number of shares outstanding of the issuer's classes of common stock as of February 07, 2000: Common Stock, $2.50 par value - 27,000,042 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the annual shareholders report for the year ended December 31, 1999 are incorporated by reference into Part II. Portions of the proxy statement for the annual shareholders meeting to be held April 17, 2000 are incorporated by reference into Part III. PAGE 1 PART I Item 1. BUSINESS General 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 S&T Investment Company, Inc. S&T is registered as a bank holding company with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act, as amended. As of December 31, 1999, S&T had $2.2 billion in total assets, $240 million in total shareholders' equity and $1.4 billion in total deposits. Deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the full extent provided by law. Total trust assets were approximately $645 million at December 31, 1999. Trust services include services as executor and trustee under wills and deeds, and as guardian and custodian of employee benefit trusts. S&T Bank is a full service bank with its Main Office at 800 Philadelphia Street, Indiana, Pennsylvania, providing service to its customers through a branch network of 38 offices located in Armstrong, Allegheny, Indiana, Jefferson, Clarion, Clearfield and Westmoreland counties. S&T Bank's services include accepting time and demand deposit accounts, making secured and unsecured commercial and consumer loans, providing letters of credit, and offering discount brokerage services, personal financial planning and credit card services. S&T Bank has a relatively stable deposit base and no material amount of deposits is obtained from a single depositor or group of depositors (including federal, state and local governments). S&T Bank does not experience significant fluctuations in deposits. Employees As of December 31, 1999, S&T Bank had a total of 662 full-time equivalent employees. S&T provides a variety of employment benefits and considers its relationship with its employees to be good. Supervision and Regulation General S&T and S&T Bank are each extensively regulated under both federal and state law. The following information describes certain aspects of that regulation applicable to S&T and S&T Bank and does not purport to be complete. To the extent statutory or regulatory provisions or proposals are described, the description is qualified in its entirety by reference to the particular statutory or regulatory provisions or proposals. PAGE 2 Item 1. BUSINESS -- Continued S&T As a bank holding company, S&T is subject to regulation under the Bank Holding Company Act of 1956 ("BHCA") and the examination and reporting requirements of the Federal Reserve Board. Under the BHCA a bank holding company may not directly or indirectly acquire ownership or control of more than five 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. The BHCA also generally limits the activities of a bank holding company to that of banking, managing on controlling banks, or any other activity which is determined to be so closely related to banking or to managing or controlling banks as to be a proper incident thereto. S&T is presently engaged in two nonbanking activities: S&T Investment Company, Inc., which is an investment holding company, and Commonwealth Trust Credit Life Insurance Company ("CTCLIC"). S&T Investment Company, Inc. was formed in June 1988 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. There are a number of obligations and restrictions imposed on bank 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 to 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. S&T Bank 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 Pennsylvania Department of Banking ("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. Various consumer and compliance laws and regulations also affect S&T Bank's operations. PAGE 3 Item 1. BUSINESS -- Continued 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 subsidiary to its parent company or any nonbank affiliate generally are limited to 10% of the bank subsidiary's capital and surplus, or 20% in the aggregate. Further, loans and extensions of credit generally are required to be secured by eligible collateral in specified amounts. 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. As an FDIC-insured bank, S&T Bank also is subject to FDIC insurance assessments. Currently, the amount of FDIC assessments paid by individual insured depository institutions ranges from zero to $.27 per $100 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, because legislation enacted in 1996 requires that all insured deposits pay a pro rata portion of the interest due on the obligations issued by the Financing Corporation, the FDIC is assessing BIF-insured deposits an additional $.013 per $100 of deposits to cover those obligations. Capital 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, S&T and S&T Bank each generally is 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 eight percent. At least half of the total capital is to 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, 1999, S&T's Tier 1 and Total capital ratios were 12.41 percent and 14.59 percent, respectively, and the ratios of Tier 1 capital and Total capital to total risk-adjusted assets for S&T Bank were 9.03 percent and 10.29 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 three 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 will generally be required to maintain a leverage ratio of at least 100 to 200 basis points above the stated minimum. S&T's leverage ratio at December 31, 1999 was 9.90 percent, and S&T Bank's leverage ratio was 7.08 percent. PAGE 4 Item 1. BUSINESS -- Continued Both the Federal Reserve Board's 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 recently 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 or S&T Bank's capital position. Payment of Dividends S&T is a legal entity separate and distinct from its banking and other subsidiaries. A major portion of the revenues of S&T result from amounts paid as dividends to S&T by 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 impact its ability or the ability of S&T Bank to pay dividends. During the year ended December 31, 1999, S&T Bank paid $20.1 million in cash dividends to S&T. Other Safety and Soundness Regulations The federal banking agencies possess broad powers under current federal law 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. As of December 31, 1999, 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 overall financial condition or prospects of any financial institution. PAGE 5 Item 1. BUSINESS -- Continued The agencies' prompt corrective action powers 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. 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. Interstate Banking and Branching 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 concentration limits. Effective June 1, 1997, S&T Bank has the ability, subject to certain restrictions, including state opt-out provisions, to acquire by acquisition or merger, branches of banks located outside of Pennsylvania, its home state. States may affirmatively opt-in to permit these transactions earlier, which Pennsylvania, among other states, has done. The establishment of de novo interstate branches also will be possible in those states that expressly permit it. 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. Competition All phases of S&T Bank's business are highly competitive. S&T Bank's market area is western Pennsylvania, with a representation in Indiana, Armstrong, Allegheny, Jefferson, Clarion, Clearfield and Westmoreland counties. S&T Bank competes with those local commercial banks which have branches and customer calling programs in its market area. S&T Bank considers its major competitors to be First Commonwealth Bank headquartered in Indiana, PA; People's Bank headquartered in Ford City, PA; Indiana First Savings Bank headquartered in Indiana, PA; Clearfield Bank and Trust Company, headquartered in Clearfield, PA and Marion Center National Bank, headquartered in Marion Center, PA. The proximity of Indiana to metropolitan Pittsburgh results in a significant impact on the S&T market because of media influence and penetration by larger financial institutions, such as Mellon Bank,National City Bank and PNC Bank. PAGE 6 Item 1. BUSINESS -- Continued Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates and Interest Differential. The following discussion and analysis is presented so that shareholders may review in further detail the financial condition and results of operations of S&T. This discussion and analysis should be read in conjunction with the consolidated financial statements, selected financial data and management's discussion and analysis incorporated by reference. References to assets and liabilities and changes thereto represent daily average balances for the periods discussed, unless otherwise noted. Net interest incme 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. 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 taxable equivalent adjustment was added to interest income in the tables below. This adjustment has been calculated using the U.S. federal statutory income tax rate of 35% for 1999, 1998 and 1997. The following table demonstrates the amount that has been added to interest income per the summary of operations. [CAPTION] 		Year Ended December 31 	 		1999 		1998 		1997 	 	 (In thousands of dollars) Interest income per consolidated 		statements of income 		$156,727 	$151,438 		$141,101 Adjustment to fully taxable 		equivalent basis 		3,098 		 3,048 		 3,335 Interest income adjusted to fully 		taxable equivalent basis 		159,825 		 154,486 	 	144,436 Interest expense		 69,942 		 69,156 		 62,284 Net interest income adjusted to fully	taxable equivalent basis 		$89,883 	 	$85,330 	 	$82,152 PAGE 7 Item 1. BUSINESS -- Continued Average Balance Sheet and Net Interest Income Analysis [CAPTION] 		December 31 			 1999 			1998	 1997 		 Average		 Yield/	 Average		 Yield/	 Average 		 Yield/ 		 Balance	 Interest	 Rate	 Balance	 Interest	 Rate 	 Balance	 Interest 	 Rate 		 (in thousands of dollars) ASSETS Interest-earning assets: Loans (1)(2) 		$1,421,906 	$121,424 	8.54%	 $1,314,984 	$115,993 8.82%	 $1,234,733 	$109,781 	8.89% Taxable investment securities		 525,848 	 36,404 	6.92%	 502,889 	35,784 	7.12%	 405,840 	 30,663 	7.56% Tax-exempt investment securities (2) 		17,045 	 1,449 	8.50% 	 28,459 	 2,395 	8.42%	 41,850 	 3,461 	8.27% Interest-earning deposits with banks		 71 	 4 	5.63% 	83 	 6 	7.23%	 111 	 8 	7.21% Federal funds sold 		10,880 	 544 	5.00%	 5,812 	 308 	5.30%	 9,528 	 523 	5.49% Total interest-earning assets (3)		 1,975,750 	 159,825 	8.09%	 1,852,227 	154,486 	8.34%	 1,692,062 	 144,436 	8.54% Noninterest-earning assets: Cash and due from banks 		40,121 			 39,395 		 36,185 Premises and equipment, net		20,976 			 20,905 		 19,752 Market value appreciation of	securities available for sale		 45,573 			 60,811 		 46,626 Other assets 		 65,559 			 44,755 	 38,971 Less allowance for loan losses		 (27,743)			 (23,562)			 (19,802) 		 $2,120,236 			 $1,994,531 		 $1,813,794 LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing liabilities: NOW/Money market accounts		 $393,929 	 $11,808 	3.00% 	 $327,851 	 $10,146 	3.09%	 $294,356 	$8,772 	2.98% Savings deposits 		167,414 	 3,546 	2.12%	 172,525 	 3,914 	2.27%	 187,394 	 4,340 	2.32% Time deposits 		626,166 	 31,924 	5.10%	 642,681 	 35,510 	5.53%	 626,192 	 34,854 	5.57% Federal funds purchased 		4,465 	 229 	5.13%	 7,007 	383 	5.47%	 8,369 	 472 	5.64% Securities sold under agreements	to repurchase		 138,387 	 6,519 	4.71% 	170,961 	8,968 	5.25%	 126,481 	 6,602 	5.22% Long-term borrowing 		286,975 	 15,916 	5.55%	 185,959 	10,226 	5.50%	 123,722 	 7,227 	5.84% Other borrowed funds		 - - 	-	 130 	 9 	6.92%	 230 	 17 	7.39% Total interest-bearing liabilities (3)		 1,617,336 	 69,942 	4.32%	 1,507,114 	 69,156 	4.59%	 1,366,744 	 62,284 	4.56% Noninterest-bearing liabilities: Demand deposits 		210,095 			 183,435 	 161,339 Other 		41,815 			 47,423 	 42,048 Shareholders' equity		 250,990 			 256,559 243,663 		 $2,120,236 			 $1,994,531		 $1,813,794 Net interest income			 $89,883 			 $85,330 			 $82,152 Net yield on interest- earning assets				 4.55%			 4.61%			 4.85% (1) For the purpose of these computations, nonaccruing loans are included in the daily average loan amounts outstanding. (2) Tax-exempt income is on an FTE basis, including the dividend received deduction for equity securities, using the statutory federal income tax rate of 35% for 1999, 1998 and 1997. (3) Yields are calculated using historical cost basis. PAGE 8 Item 1. BUSINESS -- 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: [CAPTION] 	 1999 Compared to 1998				 1998 Compared to 1997 	 Increase (Decrease) Due to (1)		Increase (Decrease) Due to (1) 	 Volume	 Rate	 Net		 Volume	 Rate	 Net 	(In thousands of dollars) Interest earned on: Loans (2)	 $9,431 	 ($4,000)	 $5,431 		 $7,135 	 ($923) $6,212 Taxable investment securities	 1,634 	 (1,014)	 620 		 7,332 	 (2,211)	 5,121 Tax-exempt investment securities(2) (961) 	 15 	 (946) 	(1,107) 	 41 	 (1,066) Interest-earning deposits	 (1)	 (1) 	(2)		 (2) 	 0 	 (2) Federal funds sold	 269 	 (33)	 236 	 	(204) 	 (11)	 (215) Total interest-earning assets	 $10,372 	 ($5,033) $5,339 		$13,154 	($3,104) 	$10,050 Interest paid on: NOW/Money market accounts 	 $2,045 	 $(383) $1,662 	 	$3,597 	 ($2,223)	 $1,374 Savings deposits	 (116)	 (252) 	(368)		 (344)	 (82) 	 (426) Time deposits 	(913)	 (2,673)	 (3,586)		 918 	 (262) 	 656 Securities sold under agreements to repurchase	 (1,709)	 (740)	 (2,449)		 2,322 	 44 	 2,366 Federal funds purchased	 (139)	 (15)	 (154)		 (77) 	 (12) 	 (89) Long-term borrowings	 5,555 	 135 	 5,690 		 3,635 	 (636)	 2,999 Other borrowed funds	 (9)	 0 	 (9) 		(7) 	 (1) 	 (8) Total interest-bearing liabilities	 $4,715 	 ($3,928)	 $786 	 $10,044 	 ($3,172)	 $6,872 Change in net interest income			 $4,553 		 		 $3,178 (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 an FTE basis using the statutory federal income tax rate of 35% for 1999, 1998 and 1997. PAGE 9 Item 1. BUSINESS -- Continued INFLATION AND CHANGING INTEREST RATES The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventory. Fluctuations in interest rates and the efforts of the Federal Reserve Board to regulate money and credit have a greater effect on a financial institution's profitability than do the effects of higher costs for goods and services. Through its asset/liability management committee ("ALCO"), S&T is positioned to cope with changing interest rates and inflationary trends. ALCO monitors and manages interest rate sensitivity through gap, simulation and duration analysis. The schedule below presents S&T's interest rate sensitivity at December 31, 1999 using gap analysis. 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. ALCO policy guide- lines for cumulative gap in the six and twelve month time frames, annually approved by the S&T Board of Directors, is currently a .85 to 1.15 range. Management believes this range provides an accept- able and manageable level of interest rate risk for S&T. Significant to gap analysis is the expected rate of asset prepayment, calls on securities and the behavior of depositors during periods of changing interest rates. For example, in periods of declining interest rates, borrowers can be expected to accelerate loan prepayments and refinancings; depositors will tend to hold those certificates of deposits with rates currently higher than the market. Conversely, in a rising interest rate scenario, borrower refinancings and prepayments typically decrease, while deposit shifting and early withdrawals tend to accelerate as depositors position funds to earn higher yields. ALCO continually monitors these historical behavior patterns through periods of changing interest rates, and uses this information to develop loan prepayments and decay rates for Core Deposits (demand, NOW, savings). The gap analysis below incorporates a flat rate scenario, and the following significant assumptions: Monthly loan prepayments above contractual requirements 5 year ARM - Commercial Real Estate 1.50% Fixed Rate - Commercial Real Estate 1.25 Residential Real Estate 1.75 New Indirect Auto Loans 2.00 Other Installment Loans 2.65 Deposit behavioral patterns/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 Money market pricing is indexed and tiered to market interest rates. NA S&T has not historically experienced fluctuations in demand deposit balances during periods of interest rate fluctuations. NA Swaps Reflects that portion of borrowings whose interest rate risk is reduced due to the effects of interest rate swaps. PAGE 10 Item 1. BUSINESS -- Continued [CAPTION] Interest Rate Sensitivity December 31, 1999 (thousands of dollars) GAP	 1-6 Months	7-12 Months 13-24 Months >2 Years 	 	Repricing Assets: 				Cash/Due From Banks 	$0 		 $0 		 $0 		 $38,717 	 Federal Funds	 15,400 		 0 		 0 		 0 	 Securities	 42,010 		 13,354 		 22,363 		 497,501 	 Net Loans	 602,012 		 159,207 		223,218 		 484,705 	 Other Assets	 0 		 0 		 0 		 95,588 	 Total	 $659,422 		$172,561 		$245,581 		$1,116,511 	Repricing Liabilities: 	 Demand	 $0 		 $0 		 $0 		 $219,202 	 NOW	 15,026 		 15,026 		 30,052 		 60,106 	 Money Market	 295,258 		 0 		 0 		 0 	 Savings/Clubs	 19,974 		 19,974 		 39,950 		 79,899 	 Certificates	 200,282 		 130,166 		 122,193 		 187,954 	 Repos & Short-term Borrowings	 106,009 		 0 	 0 		 0 	 Long-term Borrowings	 69,600 		 30,000 		 73,844 		 190,618 	 Swaps	 10,000 		 0 		 0 		 0 	 Other Liabilities/Equity	 0 		 0 		 0 		 278,942 	 Total	 $716,149 		$195,166 		$266,039 		$1,016,721 			GAP	 ($56,727)		($22,605)		($20,458)		 $99,790 			Cumulative GAP	 ($56,727)		($79,332)		($99,790)		 $0 [CAPTION] Immediate 	 Current Policy		 Core Deposit Rate Sensitive Assets/Rate Sensitive Liabilities				Month	 Guideline			 Repricing 	Cumulative 6 months			 0.92	 .85-1.15			 0.69 	Cumulative 12 months			 0.91	 .85-1.15 		 0.74 S&T's six month and one year gap position at December 31, 1999 is liability sensitive. Liability sensitive means that more liabilities than assets of S&T will reprice during the measured time frames. The implications of liability sensitive position will differ depending upon the current trend of market interest rates. For example, a liability sensitive position in a declining interest rate environment, the cost of S&T repricing liabilities can theoretically be expected to decline more quickly than the yields on S&T repricing assets. This situation would cause an increase to S&T's interest rate spreads, net interest income and to operating income. Liquidity impacts in this scenario, other than increased costs, would not be material unless serious ongoing declines in operating results caused depositors, lenders and investors to lose confidence. PAGE 11 Item 1. BUSINESS -- Continued Conversely, a liability sensitive gap position in a rising interest rate scenario would theoretically have a negative impact to interest rate spreads, net income and to operating income. Liquidity impacts would not be material in the short-term; in the long-term, improved operating income is always beneficial to liquidity issues. Gap analysis usefulness as a measurement of interest rate risk is limited because the time period measured is static. Simulation provides a more dynamic modeling tool for interest rate risk since this technique can incorporate future assumptions about interest rates, volume flucuations and customer behaviors. ALCO uses simulation to measure changes in net interest income during a 2%, plus or minus, change in current market interest rates (Rate Shock Analysis). Current ALCO policy guidelines require that declines in forecasted net interest income do not exceed 3% as a result of Rate Shock Analysis. Duration techniques are a relatively new addition to S&T's interest rate risk monitoring tools. Duration modeling is primarily used to assist in match fundings for large commercial loans, security purchases and segments of the installment loan portfolios. Securities S&T invests in various securities in order to provide a source of liquidity, increase net interest income and as an ALCO tool 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 Chief Investment Officer. As of December 31, 1999, management is not aware of any risk associated with securities that would be expected to have a significant, negative effect to S&T's statement of condition or statement of operations. The following table sets forth the carrying amount of securities at the dates indicated: [CAPTION] 	 	December 31 	 1999 	1998	 1997 		 (In thousands of dollars) Available for Sale Marketable equity securities		 $97,729 	$115,532 	$101,639 Obligations of U.S. government corporations	and agencies 		 335,941 	357,417 	 341,288 Mortgage-backed securities		 6,170 	 8,715 	 14,542 U.S. Treasury securities		 14,126 	27,952 	39,473 Corporate securities	 	64,526 	36,353 	11,064 Other securities		 39,502 	 22,509 	20,719 TOTAL		 $557,994 	$568,478 	$528,725 Held to Maturity Obligations of states and political subdivisions		 $15,231 	$21,009 	$37,497 Corporate securities		 1,999 	1,999 	1,998 TOTAL		 $17,230 	$23,008 	$39,495 PAGE 12 Item 1. BUSINESS -- Continued The following table sets forth the maturities of securities at December 31, 1999, and the weighted average yields of such Securities (calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security). Tax-Equivalent adjustments (using a 35% federal income tax rate) for 1999 have been made in calculating yields on obligations of state and political subdivisions. [CAPTION] 	Maturing 	 Within		 After One But		 After Five But		 After		 No Fixed 	 One Year		Within Five Years		Within Ten Years		Ten Years	 Maturity 	 Amount	Yield 	Amount	Yield	 Amount	Yield	 Amount 	Yield 	 Amount 	 (in thousands of dollars) Available for Sale Marketable equity securities									 $97,729 Obligations of U.S. government corporations and agencies 	 $10,141 7.86%	$176,683 6.25% 	$149,117	7.06% Mortgage-backed securities	 25	7.96% 	199 7.35% 	3,551 7.69% 	$2,395 	7.47% U.S. Treasury securities	 3,059 7.18% 	5,103 7.22% 	5,964 7.81% Corporate securities	 1,102 7.06% 	48,619 6.61% 	14,805 6.64% Other securities 		 39,502 TOTAL	 $14,327 		 $230,604 		 $173,437 		 $2,395 		 $137,231 Weighted Average Rate		 7.65%		 6.35%		 7.06%		 7.47% Held to Maturity Obligations of states and 		political subdivisions 	$2,907	8.05% 	$10,847	8.70% 	$1,477 8.71% Corporate securities			 1,999 7.15% TOTAL	 $2,907 		 $12,846 		 $1,477 		 $0 		 $0 Weighted Average Rate		 8.05%		 8.46%		 8.71%		 0.00% Loan Portfolio The following table shows S&T's loan distribution at the end of each of the last five years: [CAPTION] 	 December 31 			 1999		 1998		 1997		 1996		 1995 	 (In thousands of dollars) Domestic Loans: 	Commercial, mortgage and industrial 	 $830,847 		$672,742 		 $582,401 		$496,863 		 $450,932 Real estate-construction	 94,786 		 87,246 		 47,967	 35,508 		 30,191 Real estate-mortgage	 466,881 		 492,570 		 512,417 	 513,424 		 461,822 Installment	 103,763 		 113,351 		 130,968 		 154,341 		 160,437 TOTAL LOANS	 $1,496,277 		$1,365,909 	$1,273,753 		$1,200,136 		$1,103,382 PAGE 13 Item 1. BUSINESS -- 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, 1999. Also provided are the amounts due after one year classified according to the sensitivity to changes in interest rates. [CAPTION] 		 Maturing 	 Within		 After One But		 After 	One Year		 Within Five Years	 	Five Years		 Total 	(In thousands of dollars) Commercial, mortgage 	 and industrial 	 $282,436 		 $261,345 		 $287,066 		$830,847 Real estate-construction	 23,754 		 32,544 		38,488 		94,786 	 $306,190 		$293,889 		$325,554 		$925,633 Fixed interest rates 			$92,706 		 $73,949 Variable interest rates 			201,183 		251,605 	 		$293,889 		 $325,554 Nonaccrual, Past Due and Restructured Loans The following table summarizes S&T's nonaccrual, past due and restructured loans: [CAPTION] December 31 	1999 	1998	 1997	 1996	 1995 	 (in thousands of dollars) Nonaccrual loans	 $2,987 	$2,933 	$3,602 	$10,268 	$4,748 Accruing loans past 	due 90 days or more 	$0 	 $0 	 $0 	 $0 	 $0 PAGE 14 Item 1. BUSINESS -- Continued At December 31, 1999, $2,987,000 of nonaccrual loans were secured. Interest income that would have been recorded under original terms totaled $578,000. No interest income was recorded on these loans. It is S&T's policy to place loans on non-accrual status when collection of interest or principal is doubtful, or generally when interest or principal are 90 days or more past due. The accrual of interest on impaired loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due. At December 31, 1999, there were no 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. Summary of Loan Loss Experience Management evaluates the degree of loss exposure for loans on a continuous basis through a formal loan policy as administered by the Loan Administration Department and various management and director committees. Problem loans are identified and continually monitored through detailed reviews of specific large dollar 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. Quarterly updates are presented to the S&T Board of Directors as to the status of loan quality. Additional amounts are added through a charge to current earnings through the provision for loan losses, based upon management's assessment about 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 high and low historical charge-off rates for loan categories, fluctuations and trends in the amount of classified loans and economic factors. Economic factors consider the level of S&T's historical charge-offs that have occurrence within the credits economic life cycle. Management also assesses other subjective factors such as economic conditions and business trends, concentrations, growth and composition of the loan portfoio and effectiveness of the Loan Administration Department. 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 economic factors and trends in risk ratings are considered in the determination of the allowance for loan losses. This analysis and assessment results in an allowance for loan losses consisting of two components, allocated and unallocated. The allocated component of the allowance for loan losses reflects expected losses resulting from the analysis of individual loans developed through specific ratings and allocations, and historical loss experience for categories of loans. The specific allocations are based upon regular analysis of loans and commitments over a fixed dollar amount and the internal credit rating for the loan or commitment. Categories of smaller individual loans are allocated based upon historical losses and current delinquency levels. PAGE 15 Item 1. BUSINESS -- Continued The unallocated component is primarily subjective based upon management's assessment of nonquantifiable factors that make historical trend analyses difficult such as: Economic factors Loan concentration in western Pennsylvania. Significant commercial loan volume increases in the last three years in new markets with new customers. The introduction of several new consumer products. Increased commercial real estate lending. The allowance for loan losses considered 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. [CAPTION] 	 	Year Ended December 31 		1999 	1998	 1997	 1996	 1995 			 		1.81% 	1.95% 	1.60% 	1.56% 	1.55% S&T has considered impaired loans in its determination of the allowance for loan losses. The allowance for loan losses for all impaired loans totaled $73,000 and $133,000 at December 31, 1999 and 1998, respectively, and is included in the allowance allocated specifically to commercial loans. Asset quality is a major corporate objective at S&T. Based on the evaluation of loan quality and assessment of risk characteristics, management believes that the allowance for loan losses is adequate to absorb probable loan losses. This table summarizes S&T's loan loss experience for each of the five years ended December 31: [CAPTION] 			 Year Ended December 31 		 1999	 1998	 1997	 1996	 1995 		 (In thousands of dollars) Balance at January 1:	 $26,677 	$20,427 	$18,729 	$17,065 	 $15,169 Charge-offs: 	Commercial, mortgage and industrial	 4,270 	2,905 	1,654 	2,986 	1,313 Real estate-mortgage	 913 	1,497 	1,056 	405 	148 Installment	 1,819 	 1,597 	 1,771 	 2,145 	 1,578 		7,002 	5,999 	4,481 	 5,536 	3,039 Recoveries: Commercial, mortgage and industrial 2,483 	 713 	517 	 1,591 	294 Real estate-mortgage	 495 	389 	221 	105 	107 Installment 	481 	 597 	 441 	 329 	 314 		3,459 	 1,699 	 1,179 	2,025 	 715 Net charge-offs 	 3,543 	4,300 	3,302 	3,511 	2,324 Provision for loan losses 	 4,000 	10,550 	5,000 	5,175 	4,220 Balance at December 31:	 $27,134 	$26,677 	$20,427 	$18,729 	$17,065 Ratio of net charge-offs 	 to average loans outstanding	 0.25%	 0.33%	 0.27%	 0.31%	 0.22% PAGE 16 Item 1. BUSINESS -- Continued This table shows allocation of the allowance for loan losses as of the end of each of the last five years: [CAPTION] December 31,1999 December 31,1998 December 31,1997 December 31,1996 December 31,1995 Percent Percent Percent Percent Percent of Loans of Loans of Loans of Loans of Loans in Each in Each in Each in Each in Each Category Category Category Category Category to Total to Total to Total to Total to Total Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans Commercial, mortgage and industrial $20,147 56% $16,850 49% $13,556 46% $9,605 41% $8,579 41% Real estate-construction 0 6% 0 7% 0 4% 0 3% 0 3% Real estate-mortgage 868 31% 1,096 36% 763 40% 1,680 43% 1,321 42% Installment 2,541 7% 2,635 8% 1,865 10% 1,859 13% 1,803 14% Unallocated 3,578 0% 6,096 0% 4,243 0% 5,585 0% 5,362 0% TOTAL $27,134 100% $26,677 100% $20,427 100% $18,729 100% $17,065 100% Deposits The daily average amount of deposits and rates paid on such deposits is summarized for the periods indicated in the following table: [CAPTION] Year Ended December 31 1999 1998 1997 Amount Rate Amount Rate Amount Rate (in thousands of dollars) Noninterest-bearing demand deposits $210,095 $183,435 $161,339 NOW/Money market account 393,929 3.00% 327,851 3.09% 294,356 2.98% Savings deposits 167,414 2.12% 172,525 2.27% 187,394 2.32% Time deposits 626,166 5.10% 642,681 5.53% 626,192 5.57% TOTAL $1,397,604 $1,326,492 $1,269,281 Maturities of time certificates of deposit of $100,000 or more outstanding at December 31, 1999, are summarized as follows: [CAPTION] (in thousands of dollars) 3 Months or less $32,389 Over 3 through 6 months 8,655 Over 6 through 12 months 13,045 Over 12 months 31,560 TOTAL $85,649 Return on Equity an Assets [CAPTION] Year Ended December 31 1999 1998 1997 Return on average assets 1.95% 1.90% 1.84% Return on average equity 16.50% 14.80% 13.71% Dividend payout ratio 48.65% 46.14% 42.54% Equity to asset ratio 10.92% 12.55% 13.55% PAGE 17 Item 1. BUSINESS -- Continued Short-Term Borrowings The following table shows the distribution of S&T's 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. [CAPTION] Federal Funds Purchased and Securities Sold under Agreements to Repurchase (in thousand of dollars) Balance at December 31: 1999 $116,009 1998 138,825 1997 179,449 Weighted average interest rate at year end: 1999 5.06% 1998 4.63% 1997 5.82% Maximum amount outstanding at any month's end: 1999 $212,361 1998 251,030 1997 195,024 Average amount outstanding during the year: 1999 $142,852 1998 177,968 1997 134,851 Weighted average interest rate during the year: 1999 4.72% 1998 5.29% 1997 5.31% S&T defines repurchase agreements with its retail customers as retail REPOs; wholesale REPOs are those transacted with other banks and brokerage firms with terms normally ranging from 1 to 14 days. PAGE 18 Item 2. PROPERTIES S&T operates 38 banking offices in Indiana, Armstrong, Allegheny, Jefferson, Clearfield, Clarion, Westmoreland and surrounding counties in Pennsylvania. S&T owns land and banking offices at the following locations: 800 Philadelphia Street, 2175 Route 286 South in Indiana; Route 119 South & Lucerne Road and 34 North Main Street in Homer City; 232 North Hampton Avenue in Punxsutawney; 133 Philadelphia Street in Armagh; Route 119 in Black Lick; 256 Main Street and Route 36 & I-80 in Brookville; 456 Main Street in Brockway; 602 Salt Street in Saltsburg; 35 West Scribner Avenue, Treasure Lake and 614 Liberty Boulevard in DuBois; 418 Main Street in Reynoldsville; 205 East Market Street in Blairsville; 85 Greensburg Street in Delmont; 100 South Chestnut Street in Derry; 109 Grant Avenue in Vandergrift; 100 South Fourth Street in Youngwood; 701 East Pittsburgh Street in Greensburg; 2190 Hulton Road in East Oakmont; 4385 Old William Penn Highway in Monroeville; 7660 Saltsburg Road in Plum; 12262 Frankstown Road in Penn Hills; 410 Main Street in Clarion; and 301 Unity Center Road in Unity. Land is leased where S&T owns the banking offices at 1107 Wayne Avenue and remote ATM buildings at 435 South Seventh Street and 1176 Grant Street, all in Indiana; 8th and Merle Street and Gemmel Student Center in Clarion; 730 East Pittsburgh Street in Greensburg; and 523 Franklin Avenue in Vandergrift. In addition, S&T leases land and banking offices at the following locations: Chestnut Ridge Plaza in Blairsville; 324 North Fourth Street and 2850 Route 286 South and Hospital Road in Indiana; the Mall Office in DuBois; 229 Westmoreland Mall; 2388 Route 286 in Holiday Park; Route 268 Hilltop Plaza in Kittanning and a remote ATM location at the Main Street Mall in DuBois. Item 3. LEGAL PROCEEDINGS The nature of S&T's business generates a certain amount of litigation involving matters arising in the ordinary course of business. However, in the opinion of management, there are no proceedings pending to which S&T is a party or to which its property is subject, which, if determined adverse, would be material in relation to its shareholders' equity or financial condition. In addition, no material proceedings are pending nor are known to be threatened or contemplated against S&T 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 the security holders through solicitation of proxies or otherwise. PART II Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS Stock Prices and Dividend Information on page 54 and Dividend and Loan Restrictions on page 44 of the Annual Report for the year ended December 31, 1999, incorporated herein by reference. Item 6. SELECTED FINANCIAL DATA Selected Financial Data on pages 54 and 55 of the Annual Report for the year ended December 31, 1999, incorporated herein by reference. PAGE 19 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations on page 21 through 30 of the Annual Report for the year ended December 31, 1999, incorporated herein by reference. Item 7(A).QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Quantitative and Qualitative Disclosures about Market Risk on pages 28 and 29 of the Annual Report for the year ended December 31, 1999, incorporated herein by reference. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements, Report of Independent Auditors and Quarterly Selected Financial Data on pages 31 through 53 and page 55 of the Annual Report for the year ended December 31, 1999, incorporated herein by reference. Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES There have been no changes in accountants or disagreements with accountants on accounting and financial disclosures. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Election of Directors on pages 4 through 5 of the proxy statement for the April 17, 2000, annual meeting of shareholders, incorporated herein by reference. [CAPTION] Executive Officers Number of Shares For the Officer Beneficially Name Corporation Since Owned(1) Age Robert D. Duggan Chairman 1983 180,235 67 and Director James C. Miller President, Chief 1983 172,763 54 Executive Officer and Director James G. Barone Executive Vice 1992 46,140 52 President, Secretary and Treasurer Robert E. Rout Executive Vice 1993 55,468 47 President and Chief Financial Officer PAGE 20 Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - Continued Executive Officers (continued) Edward C. Hauck Executive Vice 1991 43,244 47 President David L. Kreiger Executive Vice 1984 38,070 56 President J. Jeffrey Smead Executive Vice 1992 72,199 48 President William H. Klummp Senior Vice 1994 29,692 56 President Edward A. Onderick Senior Vice 1989 67,466 55 President David P. Rudduck Senior Vice 1998 17,882 38 President Todd D. Brice Senior Vice 1999 62,531 38 President Richard A. Fiscus Senior Vice 1999 24,149 44 President (1) May include shares held by spouse, other family members, as trustee or through a corporation and nonstatutory stock options vesting within 60 days of the date of this 10-K Report. The reporting person may disclaim beneficial ownership of such shares. Item 11. EXECUTIVE COMPENSATION Remuneration of Executive Officers on pages 7 and 8 of the proxy statement for the April 17, 2000, annual meeting of shareholders, incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Principal Beneficial Owners of Common Stock on page 3 of the proxy statement for the April 17, 2000, annual meeting of shareholders, incorporated herein by reference. PAGE 21 PART IV PART IV Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Transactions with Management and Others on pages 10 and 11 of the proxy statement for April 17, 2000, annual meeting with shareholders, incorporated herein by reference. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) List of financial statements and financial statement schedules (1) The following Consolidated Financial Statements and Report of Independent Auditors of S&T Bancorp, Inc. and subsidiaries included in the annual report of the registrant to its shareholders for the year ended December 31, 1999, are incorporated by reference in Part II, Item 8: Page Reference Report of Ernst & Young LLP, Independent Auditors 53 Consolidated Balance Sheets December 31, 1999 and 1998 31 Consolidated Statements of Income Year ended December 31, 1999, 1998, and 1997 32 Consolidated Statements of Changes in Shareholders' Equity Year ended December 31, 1999, 1998, and 1997 33 Consolidated Statements of Cash Flows Year ended December 31, 1999, 1998, and 1997 34 Notes to Consolidated Financial Statements December 31, 1999 35-52 Quarterly Selected Financial Data 55 (2) Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable, and therefore have been omitted. (3) Listing of Exhibits - See Item 14 (c) below (b) Reports on Form 8-K None PAGE 22 Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (Continued) (c) 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, 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, incorporated herein by reference. (3.3) Amendment to Articles of Incorporation of S&T Bancorp, Inc. effective May 8, 1989 - incorporated herein by reference. (3.4) Amendment to Articles of Incorporation of S&T Bancorp, Inc. effective July 21, 1995 - incorporated herein by reference. (3.5) Amendment to Articles of Incorporation of S&T Bancorp, Inc. effective June 18, 1998 - incorporated herein by reference. (3.6) By-Laws of S&T Bancorp, Inc., as amended, December 20, 1999 - filed herewith. (13) Annual Report for the year ended December 31, 1999, pages 21-55, - filed herewith. (21) Subsidiaries of the Registrant - filed herewith. (23.1) Consent of Ernst & Young LLP, Independent Auditors filed herewith. PAGE 23 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 3/20/00 James C. Miller, Date President and Chief Executive Officer (Principal Executive Officer) /s/ Robert E. Rout 3/20/00 Robert E. Rout, Date Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) PAGE 24 SIGNATURES 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. /s/ Thomas A. Brice 3/20/00 /s/ Joeseph A Kirk 3/20/00 Thomas A. Brice, Director Date Joseph A. Kirk, Director Date /s/ James L. Carino 3/20/00 /s/ Frank W. Jones 3/20/00 James L. Carino, Director Date Frank W. Jones, Director Date /s/ John J. Delaney 3/20/00 /s/ James C. Miller 3/20/00 John J. Delaney, Director Date James C. Miller, President, Date Chief Executive Officer and Director /s/ Robert D. Duggan 3/20/00 /s/ Alan Papernick 3/20/00 Robert D. Duggan, Chairman Date Alan Papernick, Director Date /s/ William J. Gatti 3/20/00 /s/ Myles D. Sampson 3/20/00 William J. Gatti, Director Date Myles D. Sampson, Director Date /s/ Ruth M. Grant 3/20/00 Ruth M. Grant, Director Date Charles A. Spadafora, Date Director /s/ Jeffrey D. Grube 3/20/00 /s/ Christine J. Toretti 3/20/00 Jeffrey D. Grube, Director Date Christine J. Toretti, Date Director /s/ Herbert L. Hanna 3/20/00 Herbert L. Hanna, Director Date Samuel Levy, Director Date PAGE 25