**ADDENDUM TO THE**

 

**CHANGE IN CONTROL SEVERANCE AGREEMENT**

**Amended and Restated**

 

THIS            ADDENDUM (“Addendum”) TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT, AS            AMENDED AND RESTATED (“Agreement”), dated the 16th day of            December 2007, by and between Irwin Bank (the “Bank”), IBT Bancorp, Inc.            (“Parent”) and David A. Finui (the “Employee”) is entered into            as of December 31, 2007 by and among the Bank, S&T Bancorp, Inc.            (“S&T”) and the Employee.

 

WHEREAS, the Employee is currently employed by the Bank as Senior Vice            President, Chief Retail Banking, and Wealth Management Officer and is experienced in            certain phases of the business of the Bank; and

 

WHEREAS, ST contemplates merging with the Parent and the Bank in            conjunction with the Agreement and Plan of Merger (“Merger Agreement”) by            and between S&T and IBT, dated December 16, 2007 (“Merger”);            and

 

WHEREAS, the parties desire by this writing to set forth certain            modifications to the Agreement as set forth in this Addendum.

 

NOW,            THEREFORE, as of December 31, 2007, it is AGREED between the Bank, S&T and the            Employee, as follows:

 

1.         The Bank,            Parent, the Employee and S&T agree that, subject to the Employee continuing to            serve as Senior Vice President, Chief Retail Banking and Wealth Management Officer of            the Bank until the Effective Date (as defined in the Merger Agreement), the Bank shall            pay the Employee the amount specified at 3(a) of the Agreement (less any Code Section            280G reductions required in accordance with Section 3(a) of the Agreement and less any            applicable payroll tax withholding) upon the Employee’s termination of employment            in the event that: (a) the Employee does not accept an offer of employment from S&T            or S&T Bank effective as of the Effective Date and the Employee terminates            employment with the Bank, Parent, and S&T as of the Effective Date in accordance            with the provisions of Section 3(b) of the Agreement, (b) within 90 days after the            Effective Date, the Employee terminates employment with the Bank, Parent, S&T and            S&T Bank in accordance with the provisions of Section 3(b) of the Agreement, or (c)            notwithstanding anything to the contrary set forth in S&T’s Disclosure            Schedule to the Merger Agreement, dated as of December 16, 2007, the Employee accepts            an offer of employment from S&T or S&T Bank effective as of the Effective Date,            however the Employee’s employment with S&T and S&T Bank is terminated            without Just Cause prior to the two year anniversary of the Effective Date. If the Bank            makes such payment to the Employee, then upon the making of such payment, the Agreement            will be terminated (notwithstanding anything to the contrary in the Agreement) and no            other payments shall be made to the Employee pursuant to the Agreement and the Employee            shall not be entitled to any severance payments or

 

----

 

 

severance benefits from Parent or the Bank, except that the Employee            shall continue to participate in the group medical insurance plans of S&T for            himself and his dependants, with S&T Bank paying the costs of such coverage,            through the time of enrollment in coverage under another employer; provided, however,            that in no event shall the Employee’s participation in the group medical            insurance plans of S&T last longer than one year from the Effective Date. S&T            may provide such continued medical coverage through any medical plan or policy that            provides substantially equivalent benefits. Employee agrees that he will not exercise            any stock options covering Parent stock prior to January 1, 2008.

 

2.         If the Employee            does not accept an offer of employment from S&T or S&T Bank effective as of the            Effective Date and the Employee does not terminate employment with the Bank, Parent,            S&T and S&T Bank within 90 days after the Effective Date, (a) neither S&T,            nor S&T Bank shall have any obligation to continue the Employee’s employment            beyond the 90th day following the Effective Date and (b) Section 3(a) of the Agreement            shall cease to apply and the Employee shall not be entitled to terminate employment            thereunder and receive any payments or benefits under the Agreement.

 

3.         Except as            otherwise set forth herein, the Agreement shall remain in full force and effect as            otherwise written.

 

 

2

 

----

 

IN            WITNESS WHEREOF, the parties have executed this Agreement on December __,            2007.

 

 

| **Irwin Bank**                                        |   |                     |
|-------------------------------------------------------|--------|--------------------------|
|                                                  |   |                     |
| ATTEST:                                               |   | By:                      |
|                                                  |   |                     |
|  /s/ Robert A.                            Bowell |   | /s/ Charles G. Urtin     |
| Secretary                                             |   |                     |
|                                                  |   |                     |
|                                                  |   |                     |
| WITNESS:                                              |   |                     |
|                                                  |   |                     |
| /s/ Margaret P. O’Neal                          |   | /s/ David A. Finui       |
|                                                  |   | David A. Finui, Employee |
|                                                  |   |                     |
| **S&T Bancorp, Inc.**                             |   |                     |
|                                                  |   |                     |
| ATTEST:                                               |   | By:                      |
|                                                  |   |                     |
| /s/ Julie I. Zolocsik                                 |   | /s/ James C. Miller      |
| Assistant Secretary                                   |   | Chairman and CEO         |
|                                                  |   |                     |