S&T BANCORP INC — Director's Dealing 2011

Apr 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: S&T BANCORP INC (STBA)
CIK: 0000719220
Period of Report: 2011-03-21

Reporting Person: HABERFIELD PATRICK J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-21	Common Stock	A	468	$22.215	Acquired	468	Direct
2011-03-21	Common Stock	A	1882	$21.245	Acquired	2350	Direct

Footnotes

F1: On March 21, 2011, the Compensation and Benefits Committee of the Registrant's board of directors approved the grant of restricted stock under the S&T Bancorp, Inc. 2003 Incentive Stock Plan, contingent upon the achievement of an earnings per share target under the S&T Bancorp, Inc. Management Incentive Plan for 2010. The actual number of shares granted and communicated to the recipient was determined after actual earnings per share were determined for the Registrant and the Registrant's Form 10-K was accepted by the SEC on March 15, 2011. Shares will vest 100% on January 1, 2012, subject to the restrictions of Section 30.10 of 31 C.F.R. Part 30, an interim final regulation promulgated by the United States Department of Treasury governing executive compensation for recipients of financial assistance under the Troubled Assets Relief Program ("TARP").

F2: On March 21, 2011, the Compensation and Benefits Committee of the Registrant's board of directors approved the grant of restricted stock under the S&T Bancorp, Inc. Long Term Incentive Plan. The actual number of shares granted and communicated to the recipient was determined based on the target incentive payout, which is 20% of the Reporting Person's base salary on the grant date, divided by the average of the high and low prices of S&T Bancorp, Inc. common stock on the grant date. One half of the shares will vest 50% in two years and 50% in three years, so long as the reporting person remains employed by S&T Bancorp, Inc. The other half will be earned based on S&T's Return on Average Equity performance over a three year period. In addition, shares will vest, subject to the restrictions of Section 30.10 of 31 C.F.R. Part 30, an interim final regulation promulgated by the United States Department of Treasury governing executive compensation for recipients of financial assistance under the Troubled Assets Relief Program.