NOMINATING AND
CORPORATE GOVERNANCE
COMMITTEE CHARTER


PURPOSE


     The Nominating and Corporate Governance Committee is appointed by the S&T Bancorp, Inc. ("S&T") Board of Directors ("the Board") in order to: (1) assist the Board in reviewing the qualification and independence of the members of the Board and its various committees on a periodic basis as well as the composition of the Board as a whole; (2) evaluate the performance of the Board and committees as a whole; (3) select director nominees for election by shareholders and (4) provide guidance on Board and corporate governance issues.


     At the request of the Chief Executive Officer, the Committee could also play a role with respect to internal corporate matters, management development and succession, employment diversity, changes in corporate structure, contingency planning, and other matters of broad corporate significance.


COMMITTEE MEMBERSHIP


     
Committee members are appointed annually by the Board and may be replaced by the Board. The Committee shall be comprised of three or more members. All members must meet the independence requirements of the NASDAQ National Market, the Securities and Exchange Commission and any standards of independence as may be prescribed for purposes of any applicable laws and regulations relating to the Committee's duties and responsibilities.


     The Committee may delegate to its Chairman such power and authority as the Committee deems to be appropriate, except such powers and authorities required by law or regulation to be exercised by the whole Committee or a subcommittee of at least two members.


MEETINGS


     The Committee shall meet as often as it determines is necessary and appropriate. Any officer or employee of S&T, outside counsel, independent auditor or other person may attend committee meetings, as the Committee deems appropriate.


COMMITTEE AUTHORITY AND RESPONSIBILITIES

 

1.        Periodically review the qualifications and independence of the members of the Board and its various committees as well as the composition and structure of the Board.

  1. Review and make recommendations as to the Board's committee structure and committee functions as it deems advisable. Annually review and recommend to the Board the composition of Board committees.
  2. Identify and review the qualifications of prospective directors of S&T. The Committee shall select individuals who possess personal and professional integrity, sound judgment and exceptional ability and who will be effective in serving the long-term interests of S&T's shareholders. Other relevant considerations for selecting new directors include: area of residence in relationship to S&T's geographic market; business experience; age; availability; level and type of education; other directorship experience that would be beneficial to the Board and management of S&T; and diversity of experience relative to that of other S&T Directors.

The Committee shall have the authority to retain any search firm in order to assist in identifying director candidates, including sole authority to approve the search firm's fees and other retention terms.

  1. Retain legal counsel and/or advisors, as it deems appropriate, to assist in performing its duties, including the authority to approve any related fees and other retention terms.
  2. Establish a policy for identifying and evaluating candidates for Board membership including the submission of shareholder nominees consistent with S&T's By-Laws and applicable law.
  3. Develop and recommend to the Board for its approval a policy for shareholder communications with the Board.
  4. Select director nominees for election by shareholders at the annual meeting of shareholders, or at a special meeting of shareholders.
  5. Establish training and orientation programs for all new Board and committee members.
  6. Establish continuing education programs for all Board members.
  7. Review and recommend to the Board any changes in director compensation policies and practices.
  8. Develop and recommend to the Board for its approval an annual self-evaluation process of the Board as a whole and its committees. The Committee shall oversee the annual evaluation of the Board and Board Committees as a whole.
  9. Annually review the Committee's own performance.
  10. Annually review the corporate governance policies of S&T, including the General Code of Conduct, Code of Ethics for CEO and CFO, and the Insider Trading Policy, to ensure they are appropriate and comply with applicable laws, regulations and listing standards, and to recommend any changes to the Board.
  11. Consider any other corporate governance issues that arise from time to time and develop appropriate recommendations for the Board.

The Committee shall report periodically to the Board on the significant results of the foregoing activities.

The Committee shall review and reassess the adequacy of its Charter as needed, but at least annually, and recommend to the Board any proposed changes to this Charter.