8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 18, 2012

S&T Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	0-12508	25-1434426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 Philadelphia Street, Indiana, PA		15701
(Address of Principal Executive Offices)		Zip Code

Registrant’s telephone number, including area code (800) 325-2265

Former name or address, if changed since last report Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (e) On June 18, 2012, Edward C. Hauck, Senior Executive Vice President and Chief Operating Officer, announced his decision to retire from S&T Bancorp, Inc. (“S&T”) effective March 29, 2013. To facilitate an orderly transition of responsibilities, S&T and Mr. Hauck entered into an agreement pursuant to which Mr. Hauck will continue to serve in his full-time current capacity until his retirement date. Following his retirement, Mr. Hauck has agreed to certain non-compete and non-solicitation restrictions. In consideration for those agreements, S&T will provide continued health coverage under the S&T Bancorp, Inc. Supplemental Health Coverage Plan.

The above summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits. The exhibit listed on the Exhibit Index accompanying this Form 8-K is filed herewith.

10.1	Agreement, dated June 18, 2012
99.1	Press Release, dated June 20, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

S&T Bancorp, Inc.

/s/ Mark Kochvar

Mark Kochvar

Senior Executive Vice President,

Chief Financial Officer

June 20, 2012

EX-10.1

Exhibit 10.1

June 18, 2012

Edward C. Hauck

Senior Executive Vice President and

Chief Operating Officer

S&T Bank

800 Philadelphia Street

Indiana, PA 15701

Dear Ed:

The Board of Directors has asked me to accept on its behalf your decision to retire as Senior Executive Vice President and Chief Operating Officer of S&T Bancorp and S&T Bank (together, the “Bank”) effective March 29, 2013. This letter agreement (this “agreement”) sets forth the terms of your transition to retirement and your eligibility for certain benefits upon your retirement.

1. Employment During Transition to Retirement. From the date of this agreement until your retirement on March 29, 2013, you will continue to serve in your current capacity as Senior Executive Vice President and Chief Operating Officer on a full-time schedule to be mutually agreed upon between you and the Bank and at such work locations as mutually agreed upon between you and the Bank from time to time.

2. Eligibility Under Supplemental Health Coverage Plan. Following your retirement on March 29, 2013, you (and your spouse) will be covered by the S&T Bancorp, Inc. Supplemental Health Coverage Plan (the “SHCP”) under which you will be eligible for continued medical coverage subject to the terms and conditions of the SHCP, except that paragraph 8 of the SHCP will not apply. By signing this letter agreement, you acknowledge that you have read the SHCP and agree to its terms and conditions (as modified by the preceding sentence).

3. Certain Restrictive Covenants.

(a) You agree that while SHCP coverage is available to you after your retirement (not taking into account any loss of SHCP coverage due to your electing coverage under another employer’s medical plan, your non-payment of required premiums, or other actions on your part), you will not, directly or indirectly:

(i) become involved in any manner (as an employee, director, or otherwise) with any commercial bank or savings institution headquartered in, or that has branches or conducts operations in, any of the counties within the Commonwealth of Pennsylvania in which the Bank conducts operations as of the date of this agreement or the date of your retirement, provided that clause (i) shall not apply to bar you from providing consulting services to any commercial bank or savings institution;

(ii) solicit business of the same or similar type being carried on by the Bank from any person or entity known by you to be a customer of the Bank, whether or not you had personal contact with such person or entity by reason of your employment with the Bank; or

(iii) whether for yourself or any other person or entity, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of the Bank or induce or attempt to induce any employee of the Bank to terminate his or her employment with the Bank.

(b) Upon your termination of your service with the Bank, you will return to the Bank any Bank property you have in your possession and any confidential information or documents you have in your possession, including but not limited to computers, reports, manuals and any other documents or property provided by the Bank or its affiliates or developed by you in whole or in part in connection with your employment by the Bank or its affiliates. In addition, unless required by law, you will not disclose to others or use for any purpose (other than for the benefit of the Bank while employed by the Bank) any of the Bank’s confidential information, including but not limited to projections and budgets, business plans, or information about customers and vendors.

(c) You acknowledge and agree that the performance by you, and the enforcement by the Bank, of this paragraph 3 will cause no undue hardship on you and that you are receiving adequate consideration for your agreement to the terms of this paragraph 3. You also acknowledge and agree that the services you provide (and have provided) to the Bank are personal and unique and that the Bank would be irreparably harmed if you were to engage in conduct prohibited by this agreement. If you breach any of your obligations under this agreement, (i) your coverage under the SHCP will immediately terminate and the Bank will be entitled to recover prior payments provided to you under the SHCP and (ii) the Bank will be entitled to obtain all other available relief, including immediate injunctive relief.

4. Judicial Modification. If any provision of this agreement is held to be unenforceable, then this agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the agreement, valid and enforceable. If a court declines to amend this agreement as provided herein, the invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of the remaining provisions, which shall be enforced as if the offending provision had not been included in this agreement.

5. Successors and Assigns. This agreement will inure to the benefit of and be binding upon you, your legal representatives and estate, and the Bank, its successors and assigns, including any successor by merger, consolidation or otherwise.

6. Entire Agreement. This agreement embodies the complete agreement and understanding between the parties hereto relating to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way; provided,

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however, and for sake of clarity, this agreement does not alter your status as an at-will employee and the Bank retains the right to terminate your employment at any time for any reason or for no reason.

7. Amendment. This agreement may not be modified or amended, except by written agreement between the parties hereto.

8. Counterparts. This agreement may be executed by the parties hereto in counterpart, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

9. Governing Law. This agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without reference to conflicts of law principles, except to the extent governed by federal law in which case federal law shall govern.

The Board would like to express its appreciation for your outstanding record of achievement for the Bank over the past 38 plus years and wishes you all the best in the future.

Very truly yours,

/s/ Todd D. Brice

Todd D. Brice, President and CEO

On behalf of S&T Bancorp and S&T Bank

Agreed and accepted

as of the date first above written

/s/ Edward C. Hauck

Edward C. Hauck

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact: Rob Jorgenson
June 20, 2012	724-465-5448

S&T Bank Announces Retirement of

Senior Executive Vice President and Chief Operating Officer

– Edward C. Hauck Commended for Years of Service, Dedicated Leadership –

Indiana, Pennsylvania – S&T Bank, a full-service financial institution with branch locations in 10 Pennsylvania counties, has announced that Edward C. Hauck, senior executive vice president and chief operating officer, has decided to retire from active bank employment effective March 29, 2013.

“At S&T Bank, we have always believed that our strength as an organization is drawn directly from sound, steady leadership. In his many years of service to the bank in senior leadership roles, Ed Hauck has provided that steady hand – from guiding the bank through acquisitions to being directly involved in key strategic planning efforts to grow and enhance our business,” Todd D. Brice, president and chief executive officer of S&T Bank. “While we will miss him, we will always remember his numerous contributions. On behalf of every S&T employee, I want to wish Ed and his wife Jo Ann the very best as they start this next chapter in their lives.”

A resident of Indiana, PA, Hauck began his career in banking as a teller with Union Bank in 1974. He began working for S&T Bank in 1988 when Union Bank merged with S&T Bank. During his 24-year tenure with the bank, Hauck developed a broad portfolio as a senior manager, holding responsibility for areas that included retail banking, mortgage banking, human resources, facilities, marketing, operations, technology and the Consumer Loan Center. He was directly involved in the development of the Loan Service Center and the Direct Banking Center. In addition, he played an integral role in the bank’s long-term strategic planning and in overseeing the integration of regional banks that have been acquired by S&T Bank.

– more –

S&T Bank Announces Retirement of

Senior Executive Vice President and Chief Operating Officer (cont.)

– Edward C. Hauck Commended for Years of Service, Dedicated Leadership –

“It has been a privilege to work for an organization such as S&T Bank for a significant part of my professional life,” added Hauck. “It is a place that is dedicated to its employees and committed to its communities at the same time, and it was incredibly rewarding to be part of a team that helped the bank achieve its current position in the marketplace. I wish my colleagues and the bank nothing but continued success.”

Hauck is a graduate of Indiana University of Pennsylvania and earned a Bachelor of Science in French, Spanish and History.

About S&T Bank

Headquartered in Indiana, PA, S&T Bancorp, Inc. operates offices within Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson and Westmoreland counties. With assets of $4.3 billion, S&T Bancorp, Inc. stock trades on the NASDAQ Global Select Market under the symbol STBA. For more information, visit http://www.stbancorp.com.

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