S&T Bancorp, Inc.

Robert Rout - Senior EVP and CFO Todd Brice - President and COO

David Darst - FTN Midwest Ric Weiss - Janney Montgomery Scott Bret Ginesky - Stifel Nicolaus

Good afternoon everyone and thank you for participating in the conference call. Before I begin the presentation, I want to take time to refer you to our statement of our forward-looking statements and risk factors in the third slide of our webcast slide presentation.

This statement provides the cautionary language required by the Securities and Exchange Commission for forward-looking statements that maybe included with this presentation. Listeners are also reminded that a copy of the fourth quarter earnings release can be obtained at our Investor Relations website at www.

stbankcorp.com. A set of financial highlight slides is included with the webcast that supports what we are about to discuss, but we do not plan to review the slides in detail and would be more than happy to respond to any questions concerning them or any other aspect of our financial performance.

Now I would like to introduce Todd Brice, S&T's President and Chief Operating Officer, who will provide an overview of S&T Bancorp's results during the fourth quarter and also for the full year ending December 31, 2007.

Good afternoon everybody and thank you for joining us for our fourth quarter earnings conference call. As you can see from our earnings press release in the financial slide accompanying this webcast, we closed out the quarter and the year with a very solid performance.

The full year earnings per share of $2.26 represent a 10% increase over 2006. This year we have seen asset quality, performance measurements returned to more typical levels for our bank with a commercial lending focus such as ours, and in addition at this end we have experienced decent loan and deposit growth, which has positively impacted our net interest margins.

We've seen improvements in our fee income revenues, and we completed a successful stock repurchase program. But more importantly, from a strategic perspective, this year's performance we feel positions us well to take advantage of current disruptions in the market as many institutions are preoccupied with subprime and other credit related issues.

As we stated before, we do not have any exposure to subprime. We think expanding organically has always been our strength throughout our history and through our relationship banking strategies, and we believe the current banking environment provides us with seldom seen opportunities.

Organic growth, however, is only one of the strategic growth strategies available for us to grow our company. Now we also had a busy year in 2007 with our de novo activities opening three branches in Squirrel Hill, on at Altoona, and one down O'Hara Township.

These were markets where we already had a strong commercial presence, and the retail facilities are nice compliments to our activities. Early indications have been very positive from these three branches and we're ahead of our projections.

The retail branches are an area that we constantly review and restructure when appropriate. During 2007, we also closed four low volume branches, two of which were in store Wal-Mart branches.

And finally our last growth strategy is our acquisition strategy, which we are very much looking forward to completing our transaction with Irwin Bank in June. As we stressed in our announcement, Irwin is a very attractive partner and will provide many synergistic opportunities.

Their culture and focus on a customer relationship did extremely well with ours, and we're anxious to extend our expanded product offering to their customer base. Historically we have been a disciplined acquirer, our last acquisition was in 2002 and before that 1997.

Irwin Bank is an institution that we work to partner with for a long time. They operate primarily in Westmoreland County which is appealing with its favorable market demographics.

And overall we are pleased with our results and feel that our prospects are bright for 2008 for all of our core businesses. With that in mind, I would like to turn the floor back to Bob Rout, S&T’s Senior Executive Vice President and CFO.

Let me just reiterate what Todd said. We are seeing very encouraging signs in our current performance that leads us to believe that we are well positioned for the upcoming year.

Loan growth was relatively modest by historical standards at $129 million for the year. But anecdotally, we are seeing some rationality return to the competitive markets, with more attention being paid to credit times and risk based pricing.

Many times over the last two years, we have walked away from deals because the pricing and the credit terms just did not make sense, especially in the commercial real estate secondary markets. This year the market trend appears to be turning back to underwriting basics and our commercial loan pipeline has never been stronger.

We are seeing similar activity in our consumer, mortgage and home equity product lines. A lot of the mortgage brokers and large out-of-state conduits are quickly closing up shop.

It is also especially pleasing to see that the mix of our loan growth is beginning to diversify. The growth in C&I or small business non-real estate lending is rewarding since this was a direct strategic focus.

These types of loans fit very well with our relationship banking philosophy and provide enormous cross-sell opportunities for our other product lines, such as retail, insurance and wealth management. Credit quality is stable in this market.

Stable is wonderful. With a commercial lending focus such as ours, you always have a handful of trouble credits at any given time, but there is nothing currently giving us any undue heart burn.

Again, I want to emphasize, we don’t have any subprime exposure. We don’t make those types of loans and we don’t buy those types of securities.

The net interest margin has been fairly steady all year, despite some volatile rate environments. Here too steady is good.

With a fairly balanced asset-liability position, it is currently slightly liability sensitive at this time. We did have an email question prior to the conference call concerning how the mercerizes in 75-basis points drop in Fed funds rates will affect our balance sheet positioning.

Just to walk through some of the mechanics. We currently have about $1 billion of prime and LIBOR based loans in our portfolio.

Offsetting that, on the liability side, we have about $800 million in our cash management accounts, which we have moved the rates on those accounts down 75 basis points in long step with effect to our rate. We also have about a $100 million of overnight borrowings and about a $100 million of retail fleets providing a pretty well balanced position for those types of interest rate swings.

One potential benefit which is not to currently apparent in the balance sheet is, our CD portfolio is rather short. We have about $500 million of CDs maturing over the next six months at an average rate of 4.44% and hopefully this might lead to some additional re-pricing benefits as well.

The second part of that question we received is, you know what happens if the Fed moves another 50 basis points. And we believe that the technical behavior of the balance sheet is going to be similar to what we're seeing here with the most recent 75 basis point reduction.

I emphasized the word, technical, because, of course the real unknown are qualitative aspect to any asset liability management program is: how is the customer going to behave in response to these interest rate movements? And: how rationally, is your competition going to behave?

But we are real comfortable with our balance sheet positions. Typically, you won't find us deliberately taking too much interest rate risk one way or another.

We actually got a little unusual benefit here in the fourth quarter, when our LIBOR loans reset, they were on a period of very wide spreads between LIBOR and Fed Funds, most of that benefit was temporary, even though some of that spread still remains. Looking at some fee areas, insurance and debit card fees continue very good growth.

Retail, mortgage banking, and wealth management fees were essentially flat or down slightly this past year. We do expect these areas to pick up in 2008, as a result of several strategic initiatives.

As you already know, we did get a one-time benefit in the third quarter of this year of $1.2 million in the fee revenue area, related to an accounting reclassification for some deferred compensation investments. Our operating expense or non-interest expense increases are really the result of conscious strategic initiatives for our operational and technology infrastructure, new branches and administration facilities, and the recruiting of new talent in our business lines.

This additional capacity is certainly a good thing to have, and are looking to integrate in upcoming mergers. Another email question that we had was concerning the $1.5 million increase in operating expense on a length quarter basis.

Just briefly get down through some of the major components of that increase. The first being about $300,000 related to the Visa lawsuit settlement, an accrual that we had setup for potential payouts as a result of our being a participant with Visa.

We had a $289,000 write-down on the historical rehabilitation, tax credit, limited partnership. The partnership recently sold and we did not receive as much proceeds as we had been akin for on the books.

Also in the third quarter, as we mentioned before, almost all of our incentive programs are earnings per share growth based, and as a result of that we had to beef up our accruals for the potential payouts of approximately $300,000 on that. Another small item of $156,000 related to what's vacation accrual.

Typically, in very busy times such as we had this past year trying to put together the final pieces of merger, we will allow our employees to take up to three business days, or three vacation days, and carry them over into the next year. And our auditors, external auditors, suggested that we needed an accrual for that which we appropriately booked here in the fourth quarter.

And also, the fourth quarter is a very busy time, which related to customer relations, guests’, holiday parties. We also had some additional expenses related to the recruiting of that new talent I referred to earlier, with the result of their recruiting fees and relocation activities and some small increases in consolidating about $100,000.

We’ve had a group within our credit administration area just really turning over all the stones, looking for all the efficiencies that we can possibility find in order to better position them for the growth that we expect to continue in that area. As we have mentioned in recent calls, we have just continued the practice of providing specific earnings guidance in each quarter.

So with that in mind, Todd and I would be happy to entertain any specific questions about our past performance or the future outlook for our business in general. So with that I’ll turn it back over to the moderator.

Hi David.

Hi, good afternoon. Bob you indicated that you're seeing pretty well diversified loan growth, not something you haven’t seen in a while.

Can you comment on kind of where you think the pockets of demand will be and where the opportunities are in the market for 2008?

I will take a quick shot at it, and then I will turn it over to Todd. It’s really coming from everywhere.

I mean: it’s no particular industry or segment. We've primary focused on those family-owned and entrepreneurial businesses, and right now the economy is still holding very well for the small manufactures and service companies and that’s what we've seen.

Now we've also brought on some commercial lending talent in order to generate these types of loans, and as part of what we've seen from that particular strategy, we're very pleased with it. Todd you have something you want to add?

I think I'd just like to mention David that we've seen a nervous little uptick in real estate activity as well. And I think it's the drop in rates and also just some of the turmoil in the secondary markets.

We've taken a look at couple of deals that probably would have gone out to some conduits in the past.

Okay, and: how about your construction portfolio? How’s that looks like?

Kind of, it turned lower over the past year. Do you think it will grow from here or is that somewhere that you're being a little more cautious?

Well, we just haven't seen a lot activity. I think a lot of the demand just kind of dried up and really no ones looking to go out and really do any new projects on the residential real estate side, we have seen some activity on the commercial side.

Okay. And: how about, I guess, going into the acquisition?

You are probably not going to be buying back any stock or looking at leveraging the balance sheet any are you?

We're going to need most of the capital we have in order to integrate this thing here in the second quarter. And we'll also be raising some.

Okay, great. Thank you.

Thank you.

Thanks, David.

Hi, guys. Actually, may be if I could question about your leverage.

But let me just ask you with respect to deposit gathering: Is there any kind of initiatives that you are thinking about going to get more of core deposits?

Yeah, there're a number of programs that we're running, Ric. It's not just the promotion of the week or promotion of the month.

We have a conscious ongoing strategic focus in gathering core deposits. Again, the family-owned and entrepreneurial commercial loan business, that I already talked about earlier, is certainly a very high potential market for us.

And we do a pretty good job of gathering that, we have specialists who go out and meet with those folks, and walk through. How veritable treasury function can be better managed, that has paid off.

On a retail basis, we think the cash management account is very competitive and fits very nicely again with our balance sheet and our composition of commercial loans, how they are priced and the retail. I mean: this isn’t a strong growth market and we just have to do things a little better and a little smarter in order to take that business away from competition.

When you are growing your commercial loans do you typically get the positive relationship?

Let's say, we have several people dedicated just to kind of work in conjunction with the commercial lenders and that’s all they do is, once we close the loan and they come in and setup all the cash management products on the online banking. And last year we had a pretty good success.

I think it was some [$30 million].

Yeah, it’s typically not a credit requirement in order to approve the loan, but we think our product is as good as anything out there in the market and there is no reason that they shouldn’t be dealing with us on those issues.

We realize too, that we can skinny up on the price a little bit. But to do you have to really tie in the whole relationship and those deposits are just so very, very critically in generating a higher return for us.

So we focus a lot of attention on that.

Got you. Okay.

Thank you very much.

Thank you, sir.

Hi guys.

Hi Bret.

My question was basically, you bought back shares pretty aggressively in the first half of the year and in the second half you only bought back, it looks like 20,000 shares. So I was wondering: where you are going?

Going forward from here with your buyback strategy?

Well some of that pull back was in anticipation of this upcoming merger. So, again, we knew that we were going to need capital in order to put a sized acquisition on such as Irwin.

So I don’t think you will see us being too active in the buyback market.

Okay. And then: could you talk a little bit about just the credit and the outlook forward for 2008?

We were still addressing some of the non-performance that we have, and it looks like some of those maybe coming to resolution in way or another. And we really haven’t seen any deterioration in delinquency problems right now, but we are cautious because you keep hearing, why you keep hearing and the recessionary pressure is going to impact the market, and our customers are still telling us, particularly in manufacturing and there is [model of the two].That looks still very -- we see a high demand and China hire people and so I guess it’s kind of wait and see where the economy goes.

What about the non-performers that you added in the quarter? What were those representatives of?

Like which --?

The thin one was the apartment buildings, there was a real estate related credit in Pittsburgh and multiple locations, and it really came as a result of a domestic issue between that the principal and its spouse and we're working through that now.

Okay, great. Thanks a lot guys.

I would like to thank everybody for participating in today’s conference call. Jim and Bob and I appreciate the opportunity to discuss the fourth quarter financial results of S&T Bancorp, and we look forward to hearing from you at the next quarter's conference call.