Exhibit 13

ESB Financial Corporation

2006 Annual Report to Shareholders



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Table of Contents



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|------------------------------------------------------------------------------------- |  | --
|Consolidated Financial Highlights                                                     |  | 1 
|Letter to Shareholders                                                                |  | 3 
|Selected Consolidated Financial Data                                                  |  | 6 
|Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 7 
|Consolidated Financial Statements                                                     |  | 30
|Notes to Consolidated Financial Statements                                            |  | 35
|Managements Reports to ESB Financial Corporation Shareholders                        |  | 69
|Report of Independent Registered Public Accounting Firm                               |  | 70
|Stock and Dividend Information                                                        |  | 72
|Corporate Information                                                                 |  | 75
|Board of Directors                                                                    |  | 77
|Corporate Officers, Advisory Board and Bank Officers                                  |  | 78
|Office Locations and Branch Managers                                                  |  | 81

Company Profile



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|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|LOGO |  | ESB Financial Corporation (NASDAQ: ESBF), a publicly traded financial services company, provides a wide range of retail and commercial
financial products and services to customers in Western Pennsylvania through its wholly owned subsidiary bank, ESB Bank.  ESB Bank, is a Pennsylvania chartered, FDIC insured stock savings bank which, as of December 31, 2006, conducted business through 23 offices in Allegheny, Beaver,
Butler and Lawrence counties, Pennsylvania. To compliment retail and commercial operations conducted through its bank offices, the Company invests in U.S. Government, municipal and mortgage-backed securities through its subsidiary savings bank and
through its investment subsidiary, PennFirst Financial Services, Inc., a Delaware corporation.

Mission Statement

The mission of ESB Financial Corporation and its subsidiaries is to effectively provide for the financial service needs of our customers and community while creating value for our shareholders. Our mission will be
accomplished by growing in a profitable and controlled manner; by identifying and meeting the financial needs of our customers; by offering quality products and services that are competitively priced and serviced by a knowledgeable, attentive and
friendly staff; and by creating a positive work environment that maximizes the alignment of customer and employee objectives.



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Consolidated Financial Highlights



|                                                    |  |                                          |           |   |      |   |           |        |  |    |   
|--------------------------------------------------- |  | ---------------------------------------- | --------- | - | ---- | - | --------- | ------ |  | -- | --
|                                                    |  | As of or for the year ended December 31, |          
|                                                    |  | 2006                                     |           |   | 2005 |   |           | Change | 
|Total assets                                        |  | $                                        | 1,922,722 |   |      | $ | 1,852,779 |        |  | 4  | % 
|Securities available for sale                       |  |                                          | 1,143,924 |   |      |   | 1,117,063 |        |  | 2  | % 
|Loans receivable, net                               |  |                                          | 589,642   |   |      |   | 540,277   |        |  | 9  | % 
|Total deposits                                      |  |                                          | 823,644   |   |      |   | 834,530   |        |  | (1 | )%
|Borrowed funds, including junior subordinated notes |  |                                          | 951,153   |   |      |   | 869,242   |        |  | 9  | % 
|Stockholders equity                                |  |                                          | 128,535   |   |      |   | 126,877   |        |  | 1  | % 
|Net interest income                                 |  |                                          | 28,667    |   |      |   | 30,530    |        |  | (6 | )%
|Net income                                          |  |                                          | 10,616    |   |      |   | 9,179     |        |  | 16 | % 
|Net income per share (diluted)                      |  | $                                        | 0.83      |   |      | $ | 0.71      |        |  | 17 | % 
|Cash dividends declared per share                   |  | $                                        | 0.40      |   |      | $ | 0.40      |        |  |   |   
|Return on average assets                            |  |                                          | 0.56      | % |      |   | 0.52      | %      |  | 8  | % 
|Return on average stockholders equity              |  |                                          | 8.55      | % |      |   | 7.16      | %      |  | 19 | % 



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|ESB Financial Corporation |  | 1 |  | 2006 Annual Report



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Consolidated Financial Highlights(continued)



|                                    |  |                                  
|----------------------------------- |  | ---------------------------------
|Earnings Per Share (diluted)        |  | Cash Dividends Declared Per Share
|                                    | 
|LOGO                                |  | LOGO                             
|                                    | 
|Non-performing loans to total loans |  | Total Assets                     
|                                    | 
|LOGO                                |  | LOGO                             



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|ESB Financial Corporation |  | 2 |  | 2006 Annual Report



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Letter to Shareholders

Dear Fellow Shareholders:

I am pleased to present the Companys Annual Report for the year 2006 and to report that ESB Financial
Corporation achieved solid financial results in what was clearly a demanding year for the banking industry. Our performance in this difficult and uncertain operating environment reflects the quality of our organization, the dedication of our
employees, the guidance by our Board of Directors, and the focused commitment to our fundamental strategies that have delivered consistent results to our shareholders since 1990. Including the reinvestment of dividends, our common stock has returned
a compounded rate of return of 15.4% over this period.

The most significant challenge in 2006 was the uncertain interest rate environment and
inversion of the yield curve which placed significant pressure on the Companys net interest margin and, consequently, on net income. Also, the Company confronted an increasingly competitive environment fueled by consumers searching for
competitive rates, fees and innovative financial products and services. In addition, the residual effects from the failure of many high profile companies due to accounting scandals and executive corruption continue to impact the industry with
extensive regulatory requirements. While appropriate, these regulatory requirements come with considerable time and financial cost to the organization.

Under these difficult circumstances, the Company posted earnings per diluted share of $0.83 on net income of $10.6 million for the year ended December 31, 2006, compared to earnings of $0.71 per diluted share on net income of $9.2
million for the year ended December 31, 2005. While the restructuring of a portion of its securities portfolio impacted 2005 results by approximately $2.0 million, or $0.15 per diluted share, and reflects 2005 performance as marginally better
than 2006 results, your Company continues to: generate a stable and reliable earnings stream; extend our record of paying cash dividends to our shareholders to 66 consecutive quarters; introduce innovative products and services to our customers;
serve our community with a sense of commitment; and remain focused on our primary objective to create long-term, sustainable shareholder value.

Furthermore, we recognize that conscientious corporate governance is vital to the continued success of the Company and to the entire financial services industry. In this regard, management remains committed to operate with uncompromising
honesty and integrity and ensures that compliance with all legal and regulatory requirements is fully integrated throughout the Company and its activities. Our website (www.esbbank.com) provides ready access to our Values We Share statement
and Code of Ethics policy, both of which convey the Companys commitment to shareholders, customers, employees, and the communities which we serve.

INITIATIVES AND ACCOMPLISHMENTS

During 2006, we were able to complete a number of operating and strategic initiatives to more
effectively meet the changing needs and expectations of our customers which include:

New Products.

Our loan products are designed to fit the specific needs of each customer. Some of the initiatives in this area include a commercial line of credit for professional,
second lien and limited period interest only mortgages on investment properties and extended term and interest only home equity loans.

We have also
initiated a number of new commercial checking accounts designed to address the demand deposit needs of any type of business, community organizations and non-profit organizations.

A cash management tool, the Financial Freedom Account,is scheduled for release in the spring of 2007. This is a mortgage with all the characteristics of a line of credit. It is a linked
account that gives the borrower all of the features associated with a checking account, a savings account and a home equity line of credit, all tied to one transactional account.



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|ESB Financial Corporation |  | 3 |  | 2006 Annual Report



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Letter to Shareholders (continued)

An ESB Bank guaranteed deposit feature provides our Social Security direct deposit customers with peace of mind that their Social Security or SSI deposit
will always be immediately available.

ESB Bank Rewards

We are excited and you should be too! We appreciate your business and want to reward you for it. Thats why in November we introduced ESB Bank Rewards. It is our way of saying Thank You for banking
with us. With ESB Bank Rewards you earn points by opening a checking account, using your ESB Bank VISA Check Card for your everyday purchases, or by referring friends and family members to ESB. ESB Bank Rewards points can be redeemed through
www.esbbankrewards.com for a variety of great gifts. Welcome to ESB Bank Rewards and look for more ways to earn points in 2007!

Business
Affiliations

In July, the Bank entered into partnerships with Nationwide Insurance and with the Raisley Insurance Agency for the purpose of
making a wide range of insurance products and services available to our customers. This partnership (in addition to the current affiliation with Raymond James Financial Services, Inc. which provides brokerage and wealth management services) is
another step in the Banks long-term strategy to provide an expanded platform of products and services to meet the comprehensive financial needs of our customers and to provide a more diversified earnings stream for the Company.

Branch Office Expansion

In April, the Company acquired
land in Shenango Township, Lawrence County for the purpose of constructing a full service branch office to replace our leased space in the Lawrence Village Shopping Plaza. Located within close proximity of our current office, this office is
anticipated to open in the spring of 2007. Management will continue its efforts to identify strong market areas for future branch locations and opportunities to increase market share.

COMMUNITY INVOLVEMENT

Our business strategy incorporates
our responsibility for corporate citizenship and we are proud of our continued support of non-profit organizations, civic groups and activities in our communities. Whether its donating time, fund raising, or just being there, it is a great way
for us to give back to our communities.

Some of the more noteworthy accomplishments for the year include:

The Pennsylvania Association of Community Bankers Service Award

In August 2006, the Pennsylvania Association of Community Bankers (PACB) announced that the Bank was awarded a 2006 Community Service Award to formally recognize outstanding civic leadership and service among Pennsylvanias
community banks. According to the PACB, the award speaks volumes about the true nature of community banking and recognize the numerous community service programs and fund-raising activities our employees participated in during the year.

Community Service Program

ESB Bank
supports and encourages its employees to actively participate in community programs and activities and annually recognizes these shining star employees during a Community Service Recognition Program.



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|ESB Financial Corporation |  | 4 |  | 2006 Annual Report



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Letter to Shareholders (continued)

During 2006, our employees reported a total 4,062 community service hours to organizations ranging from schools, churches and volunteer fire departments to youth
organizations and participation in charitable fundraisers.

Casual for Charity

Throughout our Casual for Charity Day program, ESB Bank employees have the ability to dress business casual on Fridays and Saturdays in
exchange for a small donation which is then matched by the Bank. These funds are distributed to area charities working to improve our communities. In 2006, over $25,000 was donated to organizations including Project Bundle-Up, Relay for Life,
Merrick Art Galleries Capital Campaign, Girls Hope and the Portersville Food Bank.

BEST PLACES TO WORK IN WESTERN PENNSYLVANIA

For the third consecutive year, ESB Bank was named as one of the 50 Best Places to Work in Western Pennsylvania in a competition
sponsored by the Pittsburgh Business Times. Based solely on employee survey results, ESB Bank was one of only three organizations to be recognized for three consecutive years and the only bank that received this honor.

IN APPRECIATION

We offer our sincere thanks to Directors
Edward W. Preskar and Guy Dille, who completed their term of service to the Bank during 2006. Each was a valuable contributor to our Board and demonstrated exemplary service to our Bank and to our communities. The Board of Directors, in appreciation
for their dedicated service and many contributions to ESB Bank, recognized Messrs. Preskar and Dille with the title of Director Emeritus.

As we enter our 92ndyear, we want to thank our valued customers and shareholders for your unwavering support. Your support is an endorsement of our past success and encouragement to continue on the path of well-managed
growth and sound practices. I invite you to consider ESB Bank for all of your financial service needs  banking, investment and insurance. Please visit a branch office and talk to one of our Financial Services Managers about the many services
ESB Bank can provide specifically for you.

I also offer my sincere appreciation to our Directors for their prudent leadership and strategic
vision and to our employees for their dedication and enthusiasm.

We look forward to 2007 as we continue to find new opportunities to provide
quality service to our customers, increase shareholder values and to maintain our commitment to provide a great work environment.

We invite you to
join us at our annual shareholders meeting to be held on Wednesday, April 18, 2007 at 4:00 p.m. at the Connoquenessing Country Club, 1512 Mercer Road, Ellwood City, PA

Sincerely,





|                                     
|-------------------------------------
|/s/ Charlotte A. Zuschlag            
|President and Chief Executive Officer



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|ESB Financial Corporation |  | 5 |  | 2006 Annual Report



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Selected Consolidated Financial Data

(Dollar amounts in thousands, except share data)



|                                                                  |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|----------------------------------------------------------------- |  | ---------------------------------------- | --------- | - | -------- | - | --------- | ---- |  | - | --------- | - |  | ---- | --------- | - |  | - | --------- | -
|                                                                  |  | As of December 31,                       |          
|                                                                  |  | 2006                                     |           |   | 2005 (1) |   |           | 2004 |  |   | 2003      |   |  | 2002 |          
|Financial Condition Data                                          |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Total assets                                                      |  | $                                        | 1,922,722 |   |          | $ | 1,852,779 |      |  | $ | 1,394,515 |   |  | $    | 1,365,780 |   |  | $ | 1,319,695 |  
|Securities                                                        |  |                                          | 1,143,924 |   |          |   | 1,117,063 |      |  |   | 929,794   |   |  |      | 928,936   |   |  |   | 865,135   |  
|Loans receivable, net                                             |  |                                          | 589,642   |   |          |   | 540,277   |      |  |   | 343,524   |   |  |      | 322,454   |   |  |   | 340,892   |  
|Deposits                                                          |  |                                          | 823,644   |   |          |   | 834,530   |      |  |   | 580,346   |   |  |      | 603,046   |   |  |   | 589,826   |  
|Borrowed funds, including subordinated debt                       |  |                                          | 951,153   |   |          |   | 869,242   |      |  |   | 702,773   |   |  |      | 652,489   |   |  |   | 621,526   |  
|Stockholders equity                                              |  |                                          | 128,535   |   |          |   | 126,877   |      |  |   | 97,801    |   |  |      | 96,871    |   |  |   | 96,371    |  
|Stockholders equity per common share (2)                         |  | $                                        | 10.00     |   |          | $ | 9.58      |      |  | $ | 9.16      |   |  | $    | 8.98      |   |  | $ | 9.17      |  
|                                                                  | 
|                                                                  |  | For the year ended December 31,          |          
|                                                                  |  | 2006                                     |           |   | 2005 (1) |   |           | 2004 |  |   | 2003      |   |  | 2002 |          
|Operations Data                                                   |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net interest income                                               |  | $                                        | 28,667    |   |          | $ | 30,530    |      |  | $ | 25,229    |   |  | $    | 21,615    |   |  | $ | 21,659    |  
|Provision for (recovery of) loan losses                           |  |                                          | 1,113     |   |          |   | 568       |      |  |   | 206       |   |  |      | (106      | ) |  |   | (410      | )
|                                                                  |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net interest income after provision for (recovery of) loan losses |  |                                          | 27,554    |   |          |   | 29,962    |      |  |   | 25,023    |   |  |      | 21,721    |   |  |   | 22,069    |  
|Noninterest income                                                |  |                                          | 7,786     |   |          |   | 3,142     |      |  |   | 6,960     |   |  |      | 7,791     |   |  |   | 6,417     |  
|Noninterest expense                                               |  |                                          | 23,407    |   |          |   | 23,115    |      |  |   | 20,157    |   |  |      | 19,177    |   |  |   | 17,709    |  
|                                                                  |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Income before income taxes                                        |  |                                          | 11,933    |   |          |   | 9,989     |      |  |   | 11,826    |   |  |      | 10,335    |   |  |   | 10,777    |  
|Provision for income taxes                                        |  |                                          | 1,317     |   |          |   | 810       |      |  |   | 1,836     |   |  |      | 1,811     |   |  |   | 1,817     |  
|                                                                  |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income                                                        |  | $                                        | 10,616    |   |          | $ | 9,179     |      |  | $ | 9,990     |   |  | $    | 8,524     |   |  | $ | 8,960     |  
|                                                                  |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income per common share: (2)                                  |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Basic                                                             |  | $                                        | 0.84      |   |          | $ | 0.73      |      |  | $ | 0.98      |   |  | $    | 0.84      |   |  | $ | 0.88      |  
|Diluted                                                           |  | $                                        | 0.83      |   |          | $ | 0.71      |      |  | $ | 0.94      |   |  | $    | 0.80      |   |  | $ | 0.86      |  
|                                                                  | 
|                                                                  |  | As of or for the year ended December 31, |          
|                                                                  |  | 2006                                     |           |   | 2005 (1) |   |           | 2004 |  |   | 2003      |   |  | 2002 |          
|Other Data                                                        |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Performance Ratios (for the year ended)                           |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Return on average assets                                          |  |                                          | 0.56      | % |          |   | 0.52      | %    |  |   | 0.73      | % |  |      | 0.63      | % |  |   | 0.69      | %
|Return on average equity                                          |  |                                          | 8.55      | % |          |   | 7.16      | %    |  |   | 10.38     | % |  |      | 8.75      | % |  |   | 10.10     | %
|Average equity to average assets                                  |  |                                          | 6.57      | % |          |   | 7.28      | %    |  |   | 6.99      | % |  |      | 7.22      | % |  |   | 6.85      | %
|Interest rate spread (3)                                          |  |                                          | 1.63      | % |          |   | 1.93      | %    |  |   | 2.04      | % |  |      | 1.77      | % |  |   | 1.81      | %
|Net interest margin (3)                                           |  |                                          | 1.79      | % |          |   | 2.06      | %    |  |   | 2.15      | % |  |      | 1.89      | % |  |   | 1.98      | %
|Efficiency ratio                                                  |  |                                          | 57.27     | % |          |   | 55.84     | %    |  |   | 56.71     | % |  |      | 59.94     | % |  |   | 55.73     | %
|Noninterest expense to average assets                             |  |                                          | 1.24      | % |          |   | 1.31      | %    |  |   | 1.47      | % |  |      | 1.42      | % |  |   | 1.37      | %
|Dividend payout ratio (4)                                         |  |                                          | 48.19     | % |          |   | 56.34     | %    |  |   | 42.55     | % |  |      | 45.83     | % |  |   | 34.01     | %
|Asset Quality Ratios (as of year end)                             |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Non-performing loans to total loans                               |  |                                          | 0.49      | % |          |   | 0.67      | %    |  |   | 0.64      | % |  |      | 0.51      | % |  |   | 0.71      | %
|Non-performing assets to total assets                             |  |                                          | 0.22      | % |          |   | 0.27      | %    |  |   | 0.26      | % |  |      | 0.22      | % |  |   | 0.28      | %
|Allowance for loan losses to total loans                          |  |                                          | 0.84      | % |          |   | 0.86      | %    |  |   | 1.06      | % |  |      | 1.17      | % |  |   | 1.19      | %
|Allowance for loan losses to non-performing loans                 |  |                                          | 171.75    | % |          |   | 127.26    | %    |  |   | 165.20    | % |  |      | 228.20    | % |  |   | 166.68    | %
|Capital Ratios (as of year end)                                   |  |                                          |           |   |          |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Stockholders equity to assets                                    |  |                                          | 6.69      | % |          |   | 6.85      | %    |  |   | 7.01      | % |  |      | 7.09      | % |  |   | 7.30      | %
|Tangible stockholders equity to tangible assets                  |  |                                          | 4.71      | % |          |   | 4.72      | %    |  |   | 6.13      | % |  |      | 5.96      | % |  |   | 5.87      | %

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|(1) | Selected consolidated financial data for 2005 reflects increases due to the acquisition of PHSB Financial Corporation.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(2) | Stockholders equity, basic net income and diluted net income per common share for the year ended December 31, 2002 has been adjusted to reflect the six-for-five stock
split declared and paid in 2003.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Interest income utilized in calculation is on a fully tax equivalent basis, which is deemed to be the most prevalent industry standard for measuring interest rate spread and net
interest margin.
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|(4) | Dividend payout ratio calculation utilizes diluted net income per share for all periods.
|--- | ----------------------------------------------------------------------------------------



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|ESB Financial Corporation |  | 6 |  | 2006 Annual Report



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Managements Discussion and Analysis of

Financial Condition and Results of Operations

Overview

ESB Financial Corporation (the Company) is a Pennsylvania corporation and thrift holding company that provides a wide range of retail and commercial financial products
and services to customers in Western Pennsylvania through its wholly-owned subsidiary bank, ESB Bank (ESB or the Bank). The Company is also the parent company of PennFirst Financial Services, Inc., a Delaware corporation engaged in the management of
certain investment activities on behalf of the Company, ESB Capital Trust II (Trust II), ESB Statutory Trust III (Trust III) and ESB Capital Trust IV (Trust IV), Delaware statutory business trusts established to facilitate the issuance of trust
preferred securities to the public by the Company and THF, Inc., a Pennsylvania corporation established as a title agency to provide residential and commercial loan closing services and title closing services.

ESB is a Pennsylvania chartered, Federal Deposit Insurance Corporation (FDIC) insured stock savings bank, which, at December 31, 2006, conducted business through 23
offices in Allegheny, Beaver, Butler and Lawrence counties, Pennsylvania. ESB operates two wholly-owned subsidiaries: (i) AMSCO, Inc., which engages in the management of certain real estate development partnerships on behalf of the Company, and
(ii) ESB Financial Services, Inc., a Delaware corporation which holds loans and other investments.

ESB is a financial intermediary whose principal
business consists of attracting deposits from the general public and investing such deposits in real estate loans secured by liens on residential and commercial properties, consumer loans, commercial business loans, securities and interest-earning
deposits.

The Company is subject to examination and regulation by the Office of Thrift Supervision as a savings and loan holding company. The Bank is
subject to examination and comprehensive regulation by the FDIC and the Pennsylvania Department of Banking. ESB is a member of the Federal Home Loan Bank (FHLB) of Pittsburgh, which is one of the twelve regional banks comprising the FHLB System. ESB
is further subject to regulations of the Board of Governors of the Federal Reserve System, which governs the reserves required to be maintained against deposits and certain other matters.

During 2006, the Company experienced an increase to overall earnings of $1.4 million, or 15.7%, however continued to incur pressure to its net interest margin as the
yield curve inverted in the second quarter and remained inverted throughout the year. The Federal Reserve raised its fed funds rate an additional 100 basis points to 5.25% in 2006 for a total increase of 425 basis points since June 2004.
Traditionally as short term interest rates rise, the Companys cost of funds rises accordingly and subsequently causes compression to the Companys net interest margin. This is reflected in the Companys income for 2006 which shows an
increase to the interest expense of $16.0 million, or 32.1% over the same period last year. This increase was only partially offset by an increase to interest income of $14.1 million, or 17.6%, over the same period last year. The result was a
decrease of 27 basis points to the Companys net interest margin. The Companys cost of funds primarily consists of the interest bearing demand and time deposits which incurred an increase of 75 basis points to a cost of 3.06% for 2006 as
compared to 2.31% for 2005 and wholesale borrowings which increased 62 basis points to 4.45% for 2006 as compared to 3.83% for 2005.

The Company is
continuing efforts to stabilize the net interest margin by employing strategies to minimize the impact on the cost of funds, while attempting to increase the yield from the investment portfolio. The Company employs a strategy of purchasing
cash-flowing fixed and variable rate mortgage-backed securities funded by the wholesale borrowings, which are comprised of FHLB advances and repurchase agreements. During 2006 the Company restructured approximately $73.8 million of its investment
portfolio consisting of both fixed and adjustable rate mortgage-backed securities as well as municipal bonds. The proceeds were reinvested primarily into twenty and thirty year fixed rate mortgage-backed securities and, to a lesser extent,
adjustable rate mortgage-backed securities.



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|ESB Financial Corporation |  | 7 |  | 2006 Annual Report



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Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

The Company has utilized a wholesale
strategy since its initial public offering in 1990. The Company manages this strategy through its interest rate risk management on a macro level. The wholesale strategy operates with a lower cost of operations, although with lower interest rate
spreads and, therefore, at a lower margin than the retail operations of the Company. This strategy historically produces wider margins during periods of lower short-term interest rates, reflected in a steep yield curve and can be susceptible to net
interest margin strain in both rapidly rising rates and rapidly declining rates as well as a sustained inverted yield curve.

Management continues to
pursue methods of insulating this wholesale strategy from significant fluctuations in interest rates by: (1) incorporating a laddered maturity schedule of up to three years on the wholesale borrowings; (2) purchasing interest rate caps
hedged against short term borrowings; (3) providing structure in the investment portfolio in the form of corporate bonds and municipals securities; (4) utilizing cash flows from fixed and adjustable rate mortgage-backed securities; and
(5) including the Companys securities in the available for sale portfolio thereby creating the flexibility to change the composition of the portfolio through restructuring as management deems it necessary due to interest rate
fluctuations. Management believes that this insulation affords them the ability to react to measured changes in interest rates and restructure the Companys balance sheet accordingly. This strategy is continually evaluated by management on an
ongoing basis.

In addition to managing the net interest margin in the current rate environment, management was diligent in controlling operating expenses
in 2006, which were relatively flat compared to 2005 after considering that the year ended December 2006 included the expenses of Peoples Home Savings Bank for the entire period as opposed to a partial period in 2005. The Companys performance
during 2006 is consistent with managements expectations of operating within the current interest rate environment.

This Management Discussion and
Analysis section of the Annual Report contains certain forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In the normal course of business, we, in an effort to help keep our shareholders and the public
informed about our operations, may from time to time issue or make certain statements, either in writing or orally, that are or contain forward-looking statements, as that term is defined in the U.S. federal securities laws. Generally, these
statements relate to business plans or strategies, projected or anticipated benefits from acquisitions made by or to be made by us, projections involving anticipated revenues, earnings, profitability or other aspects of operating results or other
future developments in our affairs or the industry in which we conduct business. Forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology such as anticipate,
believe, expect, intend, plan, estimate or similar expressions.

Although we believe that the
anticipated results or other expectations reflected in our forward-looking statements are based on reasonable assumptions, we can give no assurance that those results or expectations will be attained. Forward-looking statements involve risks,
uncertainties and assumptions (some of which are beyond our control), and as a result actual results may differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from forward-looking
statements include, but are not limited to, the following, as well as those discussed elsewhere herein:



| |  |  | our investments in our businesses and in related technology could require additional incremental spending, and might not produce expected deposit and loan growth
and anticipated contributions to our earnings;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality, a change in the allowance for loan
and lease losses or a reduced demand for credit or fee-based products and services;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in the interest rate environment could reduce net interest income and could increase credit losses;
| | - |  | -----------------------------------------------------------------------------------------------------------



|                          |  |   |  |                   
|------------------------- |  | - |  | ------------------
|ESB Financial Corporation |  | 8 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)



| |  |  | the conditions of the securities markets could change, which could adversely affect, among other things, the value or credit quality of our assets, the availability
and terms of funding necessary to meet our liquidity needs and our ability to originate loans and leases;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in the extensive laws, regulations and policies governing financial holding companies and their subsidiaries could alter our business environment or affect
our operations;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the potential need to adapt to industry changes in information technology systems, on which we are highly dependent, could present operational issues or require
significant capital spending;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | competitive pressures could intensify and affect our profitability, including as a result of continued industry consolidation, the increased availability of
financial services from non-banks, technological developments such as the internet or bank regulatory reform;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acquisitions may result in one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated
and may result in unforeseen integration difficulties; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acts or threats of terrorism and actions taken by the United States or other governments as a result of such acts or threats, including possible military action,
could further adversely affect business and economic conditions in the United States generally and in our principal markets, which could have an adverse effect on our financial performance and that of our borrowers and on the financial markets and
the price of our common stock.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

You should not put undue reliance on any forward-looking statements. Forward-looking statements speak
only as of the date they are made, and we undertake no obligation to update them in light of new information or future events except to the extent required by federal securities laws.

Significant Financial Events in 2006

Sale of VISA Credit Card Portfolio

During 2006 the Company sold its credit card portfolio. The portfolio had a balance of approximately $2.0 million and was sold at a 10% premium, with the exception of the
Companys business accounts, delinquent accounts and a recourse reserve. In connection with the sale, the Company reported a gain of approximately $177,000.

Restructuring of Investment Portfolio

During 2006, the Company restructured approximately $73.8 million of fixed and adjustable rate mortgage-backed securities as well as municipal bonds in an attempt to improve the net interest margin and reduce interest
rate sensitivity. The proceeds were reinvested primarily into twenty and thirty year fixed rate mortgage-backed securities. The Company continued to purchase a limited amount of municipal bonds which add structure to the portfolio in the event that
rates decline. In connection with the restructuring, the Company incurred a net pre-tax gain of approximately $480,000.



|                          |  |   |  |                   
|------------------------- |  | - |  | ------------------
|ESB Financial Corporation |  | 9 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Significant Financial Events
in 2005

Merger of PHSB Holding Company

Effective February 11, 2005, the Company completed its acquisition of PHSB Financial Corporation (PHSB), a Pennsylvania corporation and bank holding company for Peoples Home Savings Bank. PHSB was primarily engaged in the business of
attracting deposits from the general public and offering traditional mortgage loan products, commercial loans and consumer loans, which primarily consist of automobile loans. The merger created a resultant banking institution with increased presence
in Lawrence and Beaver counties in western Pennsylvania. As prescribed under the purchase method of accounting, the results of operations of PHSB from the date of acquisition were included in the Companys financial statements for the first
quarter of 2005.

Restructuring of Investment Portfolio

In December 2005, the Company restructured a portion of its securities portfolio by selling approximately $78.7 million of adjustable rate mortgage-backed securities (MBS), with a weighted average interest rate of
4.20%, that were originally purchased at a premium, and approximately $10.1 million of fixed rate MBS, with a weighted average interest rate of 4.39%, also purchased at a premium. As a result of rising interest rates, these investments were
prepaying at an increased rate due to borrowers refinancing the underlying collateral causing the Company to experience lower yields as a result of amortization of the premium related to these investments. The Company also sold approximately $7.3
million of municipal bonds. The Company incurred a net pre-tax loss of approximately $3.0 million, or an after-tax net loss of approximately $2.0 million, or $0.15 per diluted share, in the fourth quarter of 2005 in connection with the
restructuring.

Critical Accounting Policies and Estimates

The Companys consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and follow general practices within the industry in which it operates. Application of
these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as
of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions and judgments. Certain policies inherently have a greater reliance on the use of estimates,
assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be
recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded
contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are
based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal
cash flow modeling techniques.

The Companys most significant accounting policies are presented in Note 1 to the consolidated financial statements.
These policies along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are
determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions and estimates underlying those amounts, management has identified the determination of the fair value of securities,
the allowance for loan losses and the valuation of goodwill and intangible assets to be the accounting areas that require the most subjective or complex judgments.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 10 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Securities

Securities are reported at fair value adjusted for premiums and discounts which are recognized in interest income using the interest method over the period to
maturity. Declines in the fair value of individual securities below their amortized cost, and that are deemed to be other than temporary, will be written down to current market value and included in earnings as realized losses. For a discussion on
the determination of an other than temporary decline, please refer to Note 1 of the consolidated financial statements. Management systematically evaluates securities for other than temporary declines in fair value on a quarterly basis. The Company
did not recognize any other than temporary impairment losses on securities in 2006. The Company recognized other than temporary impairment losses on securities available for sale of $44,000 in 2005.

Allowance for loan losses

The allowance for loan losses is
increased by charges to income and decreased by charge-offs (net of recoveries). The Companys periodic evaluation of the adequacy of the allowance for loan losses is determined by management through evaluation of the loss exposure on
individual non-performing, delinquent and high-dollar loans; review of economic conditions and business trends; historical loss experience and growth and composition of the loan portfolio, as well as other relevant factors.

A quantitative analysis is utilized to support the adequacy of the allowance for loan losses. This analysis includes review of historical charge-off rates for loan
categories, fluctuations and trends in the amount of classified loans and economic factors. Significant to this analysis are any changes in observable trends that may be occurring relative to loans to assess potential weaknesses within the credit.
Current economic factors and trends in risk ratings are considered in the determination and allocation of the allowance for loan losses.

The allowance for
loan losses at December 31, 2006 was $5.1 million, compared to $4.9 million at December 31, 2005, allocated as follows: $1.6 million, or 31.5%, for residential loans, $1.7 million, or 33.7%, for commercial real estate, $211,000, or 4.1%,
for commercial business loans, and $1.6 million, or 30.7%, for consumer loans. The variance in the allowance from 2006 to 2005 is primarily the result of an increase in the allowance related to real estate loans, partially offset by a decrease in
the allowance for consumer loans. The primary reason for this increase was growth in the residential loan portfolio.

Goodwill and other intangible
assets

Statement of Financial Accounting Standards No. 142 (FAS No. 142) Goodwill and Other Intangible Assets, establishes
standards for the amortization of acquired intangible assets and the non-amortization and impairment assessment of goodwill. At December 31, 2006, the Company had $3.1 million of core deposit intangible assets subject to amortization and $41.6
million in goodwill, which was not subject to periodic amortization.

Goodwill arising from business combinations represents the value attributable to
unidentifiable intangible elements in the business acquired. The Companys goodwill relates to value inherent in the banking business and the value is dependent upon the Companys ability to provide quality, cost effective services in a
competitive market place. As such, goodwill value is supported ultimately by revenue that is driven by the volume of business transacted. A decline in earnings as a result of a lack of growth or the inability to deliver cost effective services over
sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods.

FAS No. 142 requires an annual
evaluation of goodwill for impairment. The fair value of the Company and the implied fair value of goodwill at the respective reporting unit level are estimated using the market value approach utilizing industry comparable information. At
December 31, 2006, the Company concluded that the recorded value of goodwill was not impaired as a result of the evaluation.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 11 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Income taxes

The Company files a consolidated federal income tax return. Deferred tax assets and liabilities are computed based on the difference between the
financial statement and the income tax basis of assets and liabilities using the enacted marginal tax rates. Deferred income taxes or benefits are based on changes in the deferred tax asset or liability from period to period. Deferred tax assets and
liabilities are reflected at currently enacted income tax rates applicable to the period in which such items are expected to be realized or settled. As changes in tax rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes.

Changes in Financial Condition

General. The Companys total assets increased $69.9 million, or 3.8%, to $1.9 billion at December 31, 2006. This increase was primarily composed of net
increases in securities available for sale, loans receivable, Federal Home Loan Bank (FHLB) stock and bank owned life insurance (BOLI) of $26.9 million, $49.4 million, $1.4 million and $1.0 million, respectively. Partially offset by net decreases to
cash and cash equivalents, real estate held for investment and intangible assets of $5.5 million, $3.1 million and $869,000, respectively.

The increase in
the Companys total assets reflects a corresponding increase in total liabilities of $68.3 million, or 4.0%, to $1.8 billion at December 31, 2006 compared to $1.7 million at December 31, 2005 and an increase in total
stockholders equity of $1.7 million, or 1.3%, to $128.5 million at December 31, 2006 from $126.9 million at December 31, 2005. The increase in total liabilities was primarily due to increases in FHLB advances, repurchase agreements,
junior subordinated notes and advance payments by borrowers for taxes and insurance of $4.3 million, $80.0 million, $75,000, and $185,000, respectively. Partially offset by decreases to deposits, other borrowings and accrued expenses and other
liabilities of $10.9 million, $2.5 million and $2.9 million, respectively. The net increase in total stockholders equity can be attributed primarily to increases in additional paid in capital and retained earnings of $157,000 and $5.1 million,
respectively, as well as decreases in unearned employee stock ownership plan (ESOP) of $982,000 and unvested shares held by management recognition plan (MRP) of $51,000. These items were partially offset by an increase in treasury stock of $4.7
million.

Cash on hand, Interest-earning deposits and Federal funds sold. Cash on hand, interest-earning deposits and federal funds sold represent
cash equivalents which decreased a combined $5.5 million, or 19.5%, to $22.7 million at December 31, 2006 from $28.2 million at December 31, 2005. Deposits from customers into savings and checking accounts, loan and security repayments and
proceeds from borrowed funds typically increase these accounts. Decreases result from customer withdrawals, new loan originations, security purchases and repayments of borrowed funds. The net decrease in 2006 can be attributed principally to
decreases of approximately $2.5 million resulting from the Company instituting procedures to decrease its reserve requirements at the Federal Reserve and $1.3 million resulting from the Companys efforts to decrease its vault cash.

Securities. The Companys securities and loan portfolios represent its two largest balance sheet asset classifications. The Companys
net securities portfolio increased $26.9 million, or 2.4%, to $1.1 billion at December 31, 2006. During 2006, the Company recorded purchases of available for sale securities of $285.8 million, consisting primarily of $262.7 million of
mortgage-backed securities, $23.0 million of municipal bonds and $147,000 of equity securities. Partially offsetting the purchases were $184.7 million of maturities and repayments of principal and $73.9 million of securities sold consisting
primarily of $65.7 million of mortgage-backed securities, $193,000 of equity securities and $8.0 million of municipal bonds and an increase in the market value on securities available for sale of $403,000 (before taxes) during the year and $1.3
million due to the amortization of premiums and a gain on sale of securities of $480,000. Unrealized pre-tax gains/losses (fair value adjustments) on available for sale securities was a $6.6 million loss as of December 31, 2006 compared to a
$7.0 million loss as of December 31, 2005. These fair value adjustments represent temporary fluctuations resulting from changes in market rates in relation to average yields in the available for sale portfolio. If securities are held to their
respective maturity dates, no fair value gain or loss is realized.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 12 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

During 2006, as short and
mid-term interest rates increased, the Company primarily purchased fixed rate mortgage backed securities with a blend of terms from 15 to 30 years. As part of the previously discussed restructuring, the Company also purchased some higher yielding
adjustable rate bonds at either a slight premium or a discount. Throughout all of the rate cycles, the Company continued to purchase municipal bonds which add some structure to the portfolio in the event that rates decline to previous low levels.
This strategy should improve the Companys net interest margin and net interest income in future periods.

The securities portfolio is primarily
funded by the Companys borrowings. During 2006, this wholesale leverage strategy accounted for $6.7 million, on a tax equivalent basis, of the Companys tax equivalent net interest income of $31.7 million.

Loans receivable.The loans receivable category consists primarily of single family mortgage loans used to purchase or refinance personal residences located
within the Companys market area and commercial real estate loans used to finance properties that are used in the borrowers businesses or to finance investor-owned rental properties, and to a lesser extent commercial and consumer loans.
Net loans receivable increased $49.4 million, or 9.1%, to $589.6 million at December 31, 2006 from $540.3 million at December 31, 2005. Included in this increase were increases in mortgage loans of $47.4 million, or 11.6%, and a decrease
in loans in process of $9.0 million, or 34.7%, partially offset by a decrease in other loans of $6.8 million, or 4.2%, and increases in the allowance for loan losses of approximately $249,000, or 5.1%. Additionally, the increase in net loans
receivable is reflected in originations of $184.2 million, partially offset by repayments of $129.3 million that occurred on both fixed and adjustable rate loans. The yield on the loan portfolio increased between the years to 6.20% at
December 31, 2006 from 6.02% at December 31, 2005.

Non-performing assets.Non-performing assets include non-accrual loans, repossessed
vehicles, real estate acquired through foreclosure (REO) and troubled debt restructuring (TDR). Non-performing assets decreased $929,000 to $4.2 million, or 0.22%, of total assets at December 31, 2006 from $5.2 million, or 0.28%, of total
assets at December 31, 2005. Non-performing assets consisted of non-performing loans, REO, repossessed vehicles and TDR of $2.7 million, $1.1 million, $189,000 and $268,000, respectively, at December 31, 2006 and $3.6 million, $1.2
million, $111,000 and $175,000, respectively, at December 31, 2005. The decrease in non-performing assets resulted primarily from decreases in non-performing loans and REO properties.

Accrued interest receivable. Accrued interest receivable increased by $181,000, or 1.9%, to $9.9 million at December 31, 2006 as compared to $9.7 million at
December 31, 2005. This increase was a result of the increase in the balance and yields on the securities available for sale and loans receivable portfolios.

FHLB stock. FHLB stock increased $1.4 million, or 4.4%, to $34.3 million at December 31, 2006 from $32.9 million at December 31, 2005. The increase is the result of an increase in the outstanding balance of the FHLB
advances to $698.2 million at December 31, 2006 from $693.9 million at December 31, 2005. The Bank is required to maintain an investment in capital stock of the FHLB of approximately 5.0% of its outstanding notes payable to the FHLB of
Pittsburgh.

Premises and equipment. Premises and equipment increased $130,000, or 1.2%, to $11.2 million at December 31, 2006 from $11.1
million at December 31, 2005. The Company is currently constructing a branch office in Shenango Township to replace the existing location in a local strip mall. The Company has engaged a local contractor to build the office for approximately
$877,000, of which $308,000 was incurred in 2006. Construction is expected to be completed in the spring of 2007. These increases were partially offset by increases to depreciation and the disposition of properties in 2006, that were held for sale
at December 31, 2005.These properties had a carrying value of approximately $131,000.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 13 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Real estate held for
investment.The Companys real estate held for investment decreased $3.1 million, or 13.6%, to $19.9 million at December 31, 2006 from $23.0 million at December 31, 2005 as a result of sales activity in the joint ventures in which
the Company has a 51% ownership. There were no new joint ventures added in 2006. For a complete description of the existing projects see Item 1. Business Subsidiaries in the Companys Annual Report on Form 10-K for the year
ended December 31, 2006.

Intangible assets. Intangible assets decreased $869,000, or 21.2%, to $3.2 million at December 31, 2006 from
$4.1 million at December 31, 2005. The decrease primarily resulted from amortization of the core deposit intangible created through acquisitions of approximately $832,000. Additionally, the mortgage servicing asset, resulting from the loan sale
and securitization in 2002 experienced amortization of approximately $37,000 in 2006.

Prepaid expenses and other assets. Prepaid expenses and other
assets increased $459,000, or 2.7%, to $17.5 million at December 31, 2006 from $17.0 million at December 31, 2005. The increase resulted primarily from increases to deferred tax asset and advanced costs for joint ventures of $787,000 and
$517,000, respectively, partially offset by decreases to accrued federal income taxes of $114,000 and the elimination of the intangible assets for the SERP and directors retirement plan as a result of the adoption of FAS No. 158 of $452,000 and
$265,000, respectively.

Bank owned life insurance. Bank owned life insurance (BOLI) is universal life insurance, purchased by the Bank, on the
lives of the Banks employees. The beneficial aspects of these universal life insurance policies are tax-free earnings and a tax-free death benefit, which are realized by ESB as the owner of the policies. The Company purchased the $15.0 million
universal life insurance policies on December 29, 1998. In 2001, the policy was increased by the addition of Workingmens Savings Banks BOLI of $1.3 million and an addition to the original policy of $3.5 million. The cash surrender value
of the BOLI as of December 31, 2006 was $27.5 million.

Deposits.The Company considers various sources when evaluating funding needs,
including but not limited to deposits, which are a significant source of funds totaling $823.6 million, or 46.4%, of the Companys total funding sources at December 31, 2006. Total deposits decreased $10.9 million, or 1.3%, to $823.6
million at December 31, 2006 from $834.5 million at December 31, 2005. For the year, the Companys interest-bearing demand and savings deposits decreased $31.6 million, or 12.5%, time deposits increased $18.5 million, or 3.5%, and
noninterest-bearing deposits increased $2.2 million, or 4.1%.

Advance payments by borrowers for taxes and insurance. Advance payments by borrowers
for taxes and insurance increased $185,000, or 8.3%, to $2.4 million at December 31, 2006 from $2.2 million at December 31, 2005 due to the increase in the net loans receivable as well as changes in assessed values of the properties held
as collateral.

Borrowed funds. The Company utilizes short and long-term borrowings as another source of funding used for asset growth and liquidity
needs. These borrowings primarily include FHLB advances and repurchase agreement borrowings. Borrowed funds increased $81.9 million, or 9.4%, to $951.2 million at December 31, 2006 from $869.2 million at December 31, 2005. FHLB advances
increased $4.3 million, or 0.6%, repurchase agreements increased $80.0 million, or 74.8% and other borrowings decreased $2.5 million, or 14.6%, while junior subordinated notes increased $75,000, or 0.2%.

Accrued expenses and other liabilities. Accrued expenses and other liabilities decreased $2.9 million, or 14.7%, to $17.0 million at December 31, 2006 from
$19.9 million at December 31, 2005. These decreases are primarily due to decreases in payables related to the joint ventures and accrued interest on deposits of approximately $4.1 million and $563,000, respectively, partially offset by an
increase in accrued interest on borrowings of $1.3 million.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 14 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Stockholders equity.Stockholders equity increased by $1.7 million, or 1.3%, to $128.5 million at December 31, 2006 from $126.9 million at December 31, 2005. The net increase in total stockholders equity can be attributed primarily to increases
in additional paid in capital and retained earnings of $157,000 and $5.1 million, respectively, as well as decreases in unearned employee stock ownership plan (ESOP) of $982,000 and unvested shares held by management recognition plan (MRP) of
$51,000. These items were partially offset by an increase in treasury stock of $4.7 million. During 2006, the Company purchased 441,395 shares into the Treasury at an average cost of $12.03 per share.

Results of Operations

General. The Company reported net income of $10.6 million, $9.2 million and $10.0 million in 2006, 2005, and 2004, respectively.

Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resultant average
yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resultant average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of
this table, average balances are calculated using monthly averages and the average loan balances include non-accrual loans and exclude the allowance for loan losses, and interest income includes accretion of net deferred loan fees. Yields on
tax-exempt securities and loans (tax-exempt for federal income tax purposes) are shown on a fully tax equivalent basis utilizing a federal tax rate of 34%.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 15 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)



|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | --------- | -------- | ---- | ------------ |  | ---- | --------------- |  | -------- | --------- | ------------ | - | ------ | --------------- | ---- | -------- |  | ------------ | --------- |  | - | ------ |  | ---- | -
|                                                                                                                            |  | Year ended December 31, |          
|                                                                                                                            |  | 2006                    |           |          | 2005 |              |  | 2004 |                
|(Dollar amounts in thousands)                                                                                               |  | Average Balance         |           | Interest |      | Yield / Rate |  |      | Average Balance |  | Interest |           | Yield / Rate |   |        | Average Balance |      | Interest |  | Yield / Rate |          
|Interest-earning assets:                                                                                                    |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Taxable securities available for sale                                                                                       |  | $                       | 982,294   |          | $    | 48,790       |  | 4.97 | %               |  | $        | 923,901   |              | $ | 42,031 |                 | 4.55 | %        |  | $            | 761,096   |  | $ | 33,623 |  | 4.42 | %
|Taxable adjustable corporate bonds AFS                                                                                      |  |                         | 51,270    |          |      | 3,062        |  | 5.97 | %               |  |          | 51,255    |              |   | 2,133  |                 | 4.16 | %        |  |              | 51,240    |  |   | 1,175  |  | 2.29 | %
|Tax-exempt securities available for sale                                                                                    |  |                         | 112,506   |          |      | 5,328        |  | 7.18 | %               |  |          | 114,677   |              |   | 5,605  |                 | 7.41 | %        |  |              | 100,163   |  |   | 4,984  |  | 7.54 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|                                                                                                                            |  |                         | 1,146,070 |          |      | 57,180       |  | 5.23 | %               |  |          | 1,089,833 |              |   | 49,769 |                 | 4.83 | %        |  |              | 912,499   |  |   | 39,782 |  | 4.64 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Mortgage loans                                                                                                              |  |                         | 412,968   |          |      | 25,166       |  | 6.09 | %               |  |          | 344,217   |              |   | 20,556 |                 | 5.97 | %        |  |              | 268,044   |  |   | 16,271 |  | 6.07 | %
|Other loans                                                                                                                 |  |                         | 147,463   |          |      | 9,468        |  | 6.42 | %               |  |          | 136,896   |              |   | 8,270  |                 | 6.04 | %        |  |              | 71,166    |  |   | 4,142  |  | 5.82 | %
|Tax-exempt loans                                                                                                            |  |                         | 12,796    |          |      | 595          |  | 7.05 | %               |  |          | 13,089    |              |   | 614    |                 | 7.11 | %        |  |              |          |  |   |       |  |     |  
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|                                                                                                                            |  |                         | 573,227   |          |      | 35,229       |  | 6.20 | %               |  |          | 494,202   |              |   | 29,440 |                 | 6.02 | %        |  |              | 339,210   |  |   | 20,413 |  | 6.02 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Cash equivalents                                                                                                            |  |                         | 14,093    |          |      | 348          |  | 2.47 | %               |  |          | 17,541    |              |   | 230    |                 | 1.31 | %        |  |              | 10,722    |  |   | 83     |  | 0.77 | %
|FHLB stock                                                                                                                  |  |                         | 34,709    |          |      | 1,714        |  | 4.94 | %               |  |          | 34,403    |              |   | 914    |                 | 2.66 | %        |  |              | 31,732    |  |   | 520    |  | 1.64 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|                                                                                                                            |  |                         | 48,802    |          |      | 2,062        |  | 4.23 | %               |  |          | 51,944    |              |   | 1,144  |                 | 2.20 | %        |  |              | 42,454    |  |   | 603    |  | 1.42 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Total interest-earning assets                                                                                               |  |                         | 1,768,099 |          |      | 94,471       |  | 5.52 | %               |  |          | 1,635,979 |              |   | 80,353 |                 | 5.11 | %        |  |              | 1,294,163 |  |   | 60,798 |  | 4.90 | %
|Other noninterest-earning assets                                                                                            |  |                         | 123,171   |          |      |             |  |     |                 |  |          | 126,263   |              |   |       |                 |     |          |  |              | 81,687    |  |   |       |  |     |  
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Total assets                                                                                                                |  | $                       | 1,891,270 |          | $    | 94,471       |  | 5.16 | %               |  | $        | 1,762,242 |              | $ | 80,353 |                 | 4.74 | %        |  | $            | 1,375,850 |  | $ | 60,798 |  | 4.61 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Interest-bearing liabilities:                                                                                               |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Interest-bearing demand deposits                                                                                            |  | $                       | 235,197   |          | $    | 1,470        |  | 0.63 | %               |  | $        | 261,233   |              | $ | 1,433  |                 | 0.55 | %        |  | $            | 215,979   |  | $ | 1,006  |  | 0.47 | %
|Time deposits                                                                                                               |  |                         | 528,435   |          |      | 21,882       |  | 4.14 | %               |  |          | 484,828   |              |   | 15,813 |                 | 3.26 | %        |  |              | 345,042   |  |   | 9,829  |  | 2.85 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|                                                                                                                            |  |                         | 763,632   |          |      | 23,352       |  | 3.06 | %               |  |          | 746,061   |              |   | 17,246 |                 | 2.31 | %        |  |              | 561,021   |  |   | 10,835 |  | 1.93 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|FHLB advances                                                                                                               |  |                         | 709,690   |          |      | 30,854       |  | 4.35 | %               |  |          | 675,819   |              |   | 25,771 |                 | 3.81 | %        |  |              | 604,607   |  |   | 22,010 |  | 3.64 | %
|Repurchase agreements                                                                                                       |  |                         | 148,292   |          |      | 7,114        |  | 4.80 | %               |  |          | 77,833    |              |   | 2,812  |                 | 3.61 | %        |  |              | 48,583    |  |   | 1,024  |  | 2.11 | %
|Other borrowings                                                                                                            |  |                         | 18,297    |          |      | 1,058        |  | 5.78 | %               |  |          | 18,895    |              |   | 1,042  |                 | 5.51 | %        |  |              | 14,655    |  |   | 845    |  | 5.77 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|                                                                                                                            |  |                         | 876,279   |          |      | 39,026       |  | 4.45 | %               |  |          | 772,547   |              |   | 29,625 |                 | 3.83 | %        |  |              | 667,845   |  |   | 23,879 |  | 3.58 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Preferred securities- fixed                                                                                                 |  |                         | 36,083    |          |      | 2,118        |  | 5.87 | %               |  |          | 31,573    |              |   | 1,940  |                 | 6.14 | %        |  |              | 835       |  |   | 69     |  | 8.26 | %
|Preferred securities- adjustable                                                                                            |  |                         | 15,324    |          |      | 1,308        |  | 8.54 | %               |  |          | 15,249    |              |   | 1,012  |                 | 6.64 | %        |  |              | 15,174    |  |   | 786    |  | 5.18 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|                                                                                                                            |  |                         | 51,407    |          |      | 3,426        |  | 6.66 | %               |  |          | 46,822    |              |   | 2,952  |                 | 6.30 | %        |  |              | 16,009    |  |   | 855    |  | 5.34 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Total interest-bearing liabilities                                                                                          |  |                         | 1,691,318 |          |      | 65,804       |  | 3.89 | %               |  |          | 1,565,430 |              |   | 49,823 |                 | 3.18 | %        |  |              | 1,244,875 |  |   | 35,569 |  | 2.86 | %
|Noninterest-bearing demand deposits                                                                                         |  |                         | 55,857    |          |      |             |  |     |                 |  |          | 49,587    |              |   |       |                 |     |          |  |              | 23,798    |  |   |       |  |     |  
|Other noninterest-bearing liabilities                                                                                       |  |                         | 19,909    |          |      |             |  |     |                 |  |          | 19,010    |              |   |       |                 |     |          |  |              | 10,966    |  |   |       |  |     |  
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Total liabilities                                                                                                           |  |                         | 1,767,084 |          |      | 65,804       |  | 3.72 | %               |  |          | 1,634,027 |              |   | 49,823 |                 | 3.05 | %        |  |              | 1,279,639 |  |   | 35,569 |  | 2.77 | %
|Stockholders equity                                                                                                        |  |                         | 124,186   |          |      |             |  |     |                 |  |          | 128,215   |              |   |       |                 |     |          |  |              | 96,211    |  |   |       |  |     |  
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Total liabilities and equity                                                                                                |  | $                       | 1,891,270 |          | $    | 65,804       |  | 3.48 | %               |  | $        | 1,762,242 |              | $ | 49,823 |                 | 2.83 | %        |  | $            | 1,375,850 |  | $ | 35,569 |  | 2.58 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Net interest income                                                                                                         |  |                         |           |          | $    | 28,667       |  |      |                 |  |          |           |              | $ | 30,530 |                 |      |          |  |              |           |  | $ | 25,229 |  |      |  
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Interest rate spread (difference between weighted average rate on interest-earning assets and interest-bearing
liabilities) |  |                         |           |          |      |              |  | 1.63 | %               |  |          |           |              |   |        |                 | 1.93 | %        |  |              |           |  |   |        |  | 2.04 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  
|Net interest margin (net interest income as a percentage of average interest-earning assets)                                |  |                         |           |          |      |              |  | 1.79 | %               |  |          |           |              |   |        |                 | 2.06 | %        |  |              |           |  |   |        |  | 2.15 | %
|                                                                                                                            |  |                         |           |          |      |              |  |      |                 |  |          |           |              |   |        |                 |      |          |  |              |           |  |   |        |  |      |  



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 16 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Analysis of Changes in Net
Interest Income.The following table analyzes the changes in interest income and interest expense in terms of: (i) changes in volume of interest-earning assets and interest-bearing liabilities and (ii) changes in yield and rates. The
table reflects the extent to which changes in the Companys interest income and interest expense are attributable to changes in rate (change in rate multiplied by prior year volume), changes in volume (changes in volume multiplied by prior year
rate) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate
variances.



|                                   |  |                                          |       |   |                                          |   |        |       |  |   |        |   |      |   |        |       |   |        |   |  |   |       
|---------------------------------- |  | ---------------------------------------- | ----- | - | ---------------------------------------- | - | ------ | ----- |  | - | ------ | - | ---- | - | ------ | ----- | - | ------ | - |  | - | ------
|                                   |  | 2006 vs. 2005 Increase (decrease) due to |       |   | 2005 vs. 2004 Increase (decrease) due to
|(Dollar amounts in thousands)      |  | Volume                                   |       |   | Rate                                     |   |        | Total |  |   | Volume |   | Rate |   |        | Total
|Interest income:                   |  |                                          |       |   |                                          |   |        |       |  |   |        |   |      |   |        |       |   |        |   |  |   |       
|Securities                         |  | $                                        | 2,653 |   |                                          | $ | 4,758  |       |  | $ | 7,411  |   |      | $ | 8,026  |       | $ | 1,961  |   |  | $ | 9,987 
|Loans                              |  |                                          | 4,832 |   |                                          |   | 957    |       |  |   | 5,789  |   |      |   | 9,235  |       |   | (208   | ) |  |   | 9,027 
|Cash equivalents                   |  |                                          | (52   | ) |                                          |   | 170    |       |  |   | 118    |   |      |   | 70     |       |   | 77     |   |  |   | 147   
|FHLB stock                         |  |                                          | 8     |   |                                          |   | 792    |       |  |   | 800    |   |      |   | 47     |       |   | 347    |   |  |   | 394   
|                                   |  |                                          |       |   |                                          |   |        |       |  |   |        |   |      |   |        |       |   |        |   |  |   |       
|Total interest-earning assets      |  |                                          | 7,441 |   |                                          |   | 6,677  |       |  |   | 14,118 |   |      |   | 17,378 |       |   | 2,177  |   |  |   | 19,555
|                                   |  |                                          |       |   |                                          |   |        |       |  |   |        |   |      |   |        |       |   |        |   |  |   |       
|Interest expense:                  |  |                                          |       |   |                                          |   |        |       |  |   |        |   |      |   |        |       |   |        |   |  |   |       
|Deposits                           |  |                                          | 415   |   |                                          |   | 5,691  |       |  |   | 6,106  |   |      |   | 4,014  |       |   | 2,397  |   |  |   | 6,411 
|FHLB advances                      |  |                                          | 1,339 |   |                                          |   | 3,744  |       |  |   | 5,083  |   |      |   | 2,680  |       |   | 1,081  |   |  |   | 3,761 
|Repurchase agreements              |  |                                          | 3,158 |   |                                          |   | 1,144  |       |  |   | 4,302  |   |      |   | 818    |       |   | 970    |   |  |   | 1,788 
|Other borrowings                   |  |                                          | (34   | ) |                                          |   | 50     |       |  |   | 16     |   |      |   | 235    |       |   | (38    | ) |  |   | 197   
|Subordinated debt                  |  |                                          | 300   |   |                                          |   | 174    |       |  |   | 474    |   |      |   | 1,917  |       |   | 180    |   |  |   | 2,097 
|                                   |  |                                          |       |   |                                          |   |        |       |  |   |        |   |      |   |        |       |   |        |   |  |   |       
|Total interest-bearing liabilities |  |                                          | 5,178 |   |                                          |   | 10,803 |       |  |   | 15,981 |   |      |   | 9,664  |       |   | 4,590  |   |  |   | 14,254
|                                   |  |                                          |       |   |                                          |   |        |       |  |   |        |   |      |   |        |       |   |        |   |  |   |       
|Net interest income                |  | $                                        | 2,263 |   |                                          | $ | (4,126 | )     |  | $ | (1,863 | ) |      | $ | 7,714  |       | $ | (2,413 | ) |  | $ | 5,301 
|                                   |  |                                          |       |   |                                          |   |        |       |  |   |        |   |      |   |        |       |   |        |   |  |   |       

2006 Results Compared to 2005 Results

General. The Company reported net income of $10.6 million and $9.2 million for 2006 and 2005, respectively. The $1.4 million, or 15.7%, increase in net income between 2006 and 2005 can primarily be attributed
to an increase in noninterest income of $4.6 million, partially offset by a decrease of $1.9 million in net interest income and increases to provision for loan losses, noninterest expense and provision for income taxes of $545,000, $292,000 and
$507,000, respectively.

Net interest income. Net interest income, the primary source of revenue for the Company, is determined by the
Companys interest rate spread, which is defined as the difference between income on earning assets and the cost of funds supporting those assets, and the relative amounts of interest earning assets and interest bearing liabilities. Management
periodically adjusts the mix of assets and liabilities, as well as the rates earned or paid on those assets and liabilities in order to manage and improve net interest income. The level of interest rates and changes in the amount and composition of
interest earning assets and liabilities affect the Companys net interest income. Historically from an interest rate risk perspective, it has been managements perception that differing interest rate environments can cause sensitivity to
the Companys net interest income, these being extended low long-term interest rates or rapidly rising short-term interest rates as well as a sustained inverted yield curve. As a result of the inverted yield curve net interest income decreased
by $1.9 million, or 6.1%, to $28.7 million for 2006, compared to $30.5 million for 2005. This decrease in net interest income can be attributed to an increase in interest expense of $16.0 million, or 32.1%, which was only partially offset by an
increase in interest income of $14.1 million, or 17.6%. The increase to interest expense reflects a steadily rising cost of funds as the Company continues to operate in an increasingly competitive rate environment.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 17 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Interest income. Interest
income increased $14.1 million, or 17.6%, to $94.5 million for 2006, compared to $80.4 million for 2005. This increase in interest income can be attributed to an increase in interest earned on loans receivable, securities available for sale, FHLB
stock and cash equivalents of $5.8 million, $7.4 million, $800,000 and $118,000, respectively. Cash equivalents include cash on hand and in banks, interest-earning deposits and federal funds sold.

Interest earned on loans receivable increased $5.8 million, or 19.7%, to $35.2 million for 2006, compared to $29.4 million for 2005. This increase was attributable to an
increase in the average balance of loans outstanding of $79.0 million, or 16.0%, to $573.2 million for the year ended December 31, 2006, as compared to $494.2 million for the year ended December 31, 2005. Additionally, the yield on the
portfolio increased to 6.20% at December 31, 2006 as compared to 6.02% at December 31, 2005. The increase in loans is primarily attributed to growth in the residential mortgage loan portfolio.

Interest earned on securities increased $7.4 million, or 14.9%, to $57.2 million for 2006 compared to $49.8 million for 2005. This increase was primarily attributable to
an increase in the tax equivalent yield on the portfolio of 40 basis points to 5.23% for 2006, compared to 4.83% for 2005, as well as an increase in the average balance of securities of $56.2 million, or 5.2%, to $1.1 billion for the year ended
December 31, 2006.

Income from FHLB stock increased $800,000, or 87.5%, to $1.7 million for 2006, compared to $914,000 for 2005. This increase can be
primarily attributed to an increase in the yield of 228 basis points on FHLB stock to 4.94% for 2006 compared to 2.66% for 2005 and to a nominal increase in the average balance of $306,000 to $34.7 million at December 31, 2006 from $34.4
million at December 31, 2005.

Interest earned on cash equivalents increased $118,000, or 51.3%, to $348,000 for 2006, compared to $230,000 for 2005
as the yield increased to 2.47% for 2006, compared to 1.31% for 2005. Partially offsetting this increase was a decrease in the average balance of $3.4 million to $14.1 million at December 31, 2006 compared to $17.5 million at December 31,
2005.

Interest expense. Interest expense increased $16.0 million, or 32.1%, to $65.8 million for 2006, compared to $49.8 million for 2005. This
increase in interest expense can be attributed to increases in interest incurred on deposits, FHLB advances and repurchase agreements and junior subordinated notes of $6.1 million, $9.4 million and $474,000, respectively.

Interest incurred on deposits increased $6.1 million, or 35.4%, to $23.4 million for 2006, compared to $17.2 million for 2005. This increase was primarily attributable
to an increase in the cost of deposits to 3.06% in 2006 from 2.31% in 2005, and to a lesser extent an increase of $17.6 million, or 2.4%, in the average balance of interest-bearing deposits to $763.6 million for 2006 as compared to $746.1 million
for 2005. The Company manages its cost of interest-bearing deposits by diligently monitoring the interest rates on its products as well as the rates being offered by its competition through weekly interest rate committee meetings and utilizing rate
surveys and hence subsequently adjusting rates accordingly.

Interest incurred on FHLB advances and repurchase agreements, the largest components of the
Companys interest-bearing liabilities, increased $9.4 million, or 31.7%, to $39.0 million for 2006, compared to $29.6 million for 2005. This increase was primarily attributable to an increase in the cost of these funds to 4.45% for 2006
compared to 3.83% for 2005 and to a lesser extent an increase in the average balance of borrowed funds of $103.7 million, or 13.4%, to $876.3 million for 2006, compared to $772.5 million for 2005. The Company, as part of its wholesale strategy,
continues to manage its cost of funds through its long-standing policy of laddering the maturities of borrowings up to a three year period. This strategy allows the Company the flexibility to alter its borrowing structure quarterly. During 2006, the
Bank had maturing long-term borrowings, defined as borrowings with original terms greater than one year, of $203.0 million at an average rate of 3.81% replaced with borrowings of $203.0 million at an average rate of 5.24% which caused an increase in
the cost of those borrowings by 143 basis points.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 18 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Interest expense on junior
subordinated notes increased $474,000, or 16.1%, to $3.4 million at December 31, 2006 from $3.0 million at December 31, 2005. This increase was primarily attributable to an increase in the average balance of the subordinated debt of $4.6
million to $51.4 million at December 31, 2006 from $46.8 million at December 31, 2005 and to a lesser extent to an increase in the cost of these funds to 6.66% for 2006, compared to 6.30% for 2005. These increases were the result of the
Companys issuance of $35.0 million fixed/floating rate preferred securities at a rate of 6.03% in conjunction with the acquisition of PHSB in February 2005, that existed for the entire period in 2006 as opposed to a partial period in 2005.

Provision for loan losses. The Company records provisions for loan losses to bring the total allowance for loan losses to a level deemed adequate
to cover probable losses in the loan portfolio. In determining the appropriate level of allowance for loan losses, management considers historical loss experience, the financial condition of borrowers, economic conditions (particularly as they
relate to markets where the Company originates loans), the status of non-performing assets, the estimated underlying value of the collateral and other factors related to the collectibility of the loan portfolio. The provision for loan losses
increased $545,000 to $1.1 million for the year ended December 31, 2006 compared to $568,000 for the same period last year. These provisions were part of the normal operations of the Company for 2006. As a result of the provision for loan
losses during 2006 and 2005, the Companys allowance for loan losses amounted to $5.1 million, or 0.84%, of the Companys total loan portfolio at December 31, 2006, compared to $4.9 million or 0.86% at December 31, 2005. The
Companys allowance for loan losses as a percentage of non-performing loans at December 31, 2006 and December 31, 2005 were 171.75% and 127.26%, respectively.

Noninterest income. Noninterest income increased $4.6 million, or 147.8%, to $7.8 million for 2006, compared to $3.1 million for 2005. This increase can be attributed to increases to fees and service charges,
net gain on sale of loans, cash surrender value of bank owned life insurance, net realized gain on sale of securities available for sale and income from real estate joint ventures of $261,000, $167,000, $75,000, $3.4 million and $838,000,
respectively, partially offset by a decrease of $86,000 in various other categories.

Fees and service charges increased $261,000, or 7.6%, to $3.7 million
for 2006, compared to $3.4 million for 2005. These increases are primarily attributed to increase in fees on our checking and savings products of approximately $313,000, or 48.8%, over last year. This increase is primarily due to increased
participation in our platinum overdraft program partially offset by decreases to ATM fees. The platinum overdraft program is a service provided by the Bank which enables customers limited ability to overdraft their checking accounts without the Bank
returning the check. Offsetting the increase to fees related to checking and savings were decreases to VISA interchange fees, due to the sale of the portfolio, of approximately $42,000, and an increase to the amortization of the loan servicing
rights of approximately $20,000.

Net gain on sale of loans increased $167,000 to $186,000 for 2006, compared to $19,000 for 2005. The increase is
primarily related to the sale of the Companys credit card portfolio which resulted in a gain of approximately $177,000. The portfolio had a balance of approximately $2.0 million and was sold at a 10% premium, with the exception of the
Companys business accounts, delinquent accounts and a recourse reserve.

Net realized gain on sale of investments increased by $3.4 million to
reflect a gain of $480,000 for 2006 as compared to a loss of $2.9 million for 2005. During 2006, the Company restructured approximately $73.8 million of its investment portfolio consisting of both fixed and adjustable rate mortgage-backed securities
as well as municipal bonds. The proceeds were reinvested primarily into twenty and thirty year fixed rate mortgage-backed securities and, to a lesser extent, adjustable rate mortgage-backed securities. During 2005, the Company restructured a portion
of its securities portfolio by selling approximately $78.7 million of adjustable rate mortgage-backed securities (MBS), with a weighted average interest rate of 4.20%, that were originally



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 19 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

purchased at a premium, and
approximately $10.1 million of fixed rate MBS, with a weighted average interest rate of 4.39%, also purchased at a premium. The Company also sold approximately $7.3 million of municipal bonds.

Income from real estate joint ventures increased by $838,000, or 78.8%, to $1.9 million for 2006 compared to $1.1 million for 2005. During 2005, some of the
Companys seasoned projects were reaching their final stages therefore resulting in decreased sales. In the latter part of 2005, the Company entered into three new joint ventures which experienced sales activity in 2006 and contributed to the
increase in income over the prior year.

Noninterest expense. Noninterest expenses increased $292,000, or 1.3%, to $23.4 million for 2006, compared
to $23.1 million for 2005. This increase can be primarily attributed to increases in compensation and employee benefits and minority interest of $522,000 and $334,000, respectively. Partially offsetting these increases were decreases in premises and
equipment, data processing, amortization of intangible assets, advertising and other expenses of $121,000, $177,000, $22,000, $18,000 and $222,000, respectively.

Compensation and employee benefits expense increased $522,000, or 4.1%, to $13.2 million for 2006, compared to $12.7 million for 2005. The increases between the periods were primarily related to compensation and related taxes, health
benefits, retirement plans and stock options of $380,000, $144,000, $107,000 and $60,000, respectively, partially offset by decreases related to the MRP and ESOP of $30,000 and $156,000, respectively.

Premises and equipment expense decreased $121,000, or 4.7%, to $2.4 million for 2006 as compared to $2.6 million for 2005. This decrease is primarily due to decreases in
impairment charges that the Company recognized on its properties held for sale in 2005 that did not exist in 2006. These properties were sold in 2006.

Data processing expense decreased $177,000, or 9.3%, to $1.7 million for 2006, compared to $1.9 million for 2005. This decrease is primarily related to decreases in depreciation of $160,000.

Amortization of intangible assets decreased $22,000, or 2.6%, to $832,000 for 2006, compared to $854,000 for 2005. The decrease was to the normal amortization of the
core deposit intangible of prior acquisitions. Amortization is expected to total $715,000, $601,000, $494,000, $413,000, $332,000 and $515,000 for the years 2007, 2008, 2009, 2010, 2011 and thereafter, respectively.

Minority interest increased $334,000, or 110.2%, to $637,000 for 2006, compared to $303,000 for 2005. This increase is directly related to the increase in income from
real estate joint ventures and represents the portion of the profits on the consolidated joint ventures earned by the partners.

Miscellaneous other
expenses which consist primarily of professional fees, forms and supplies, bank charges, postage, insurance expenses, organizational dues, ATM expenses and net carrying costs associated with real estate owned decreased by $222,000, or 5.3%, to $4.0
million for 2006 as compared to $4.2 million for 2005. The decrease is primarily related to decreases in legal fees, audit and accounting, and VISA expenses. The decrease to VISA expense is a result of the sale of the credit card portfolio in 2006.

Provision for income taxes. The provision for income taxes increased $507,000, or 62.6%, to $1.3 million for 2006 as compared to $810,000 in 2005.
The effective tax rate for 2006 was 11.0% compared to 8.1% for 2005. This is primarily due to the $1.9 million, or 19.5%, increase in pre-tax income. The tax rate was further increased by approximately 4.3% as a result of reduced tax-free income in
2006 as compared to 2005. The tax-free income generated by the municipal securities and tax-free loans portfolio decreased by approximately $424,000 in 2006.



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|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 20 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

2005 Results Compared to 2004 Results

General. The Company reported net income of $9.2 million and $10.0 million for 2005 and
2004, respectively. The $811,000 or 8.1% decrease in net income between 2005 and 2004 can primarily be attributed to a decrease in noninterest income of $3.8 million and increases in noninterest expense and provision for loan losses of $3.0 million
and $362,000, partially offset by an increase in net interest income of $5.3 million and a decrease in provision for income taxes of $1.0 million.

Net
interest income. Net interest income, the primary source of revenue for the Company, is determined by the Companys interest rate spread, which is defined as the difference between income on earning assets and the cost of funds supporting
those assets, and the relative amounts of interest earning assets and interest bearing liabilities. Management periodically adjusts the mix of assets and liabilities, as well as the rates earned or paid on those assets and liabilities in order to
manage and improve net interest income. The level of interest rates and changes in the amount and composition of interest earning assets and liabilities affect the Companys net interest income. Historically from an interest rate risk
perspective, it has been managements perception that differing interest rate environments can cause sensitivity to the Companys net interest income, these being extended low long-term interest rates or rapidly rising short-term interest
rates. Net interest income increased by $5.3 million or 21.0% to $30.5 million for 2005, compared to $25.2 million for 2004. This increase in net interest income can be attributed to an increase in interest income of $19.6 million or 32.2%,
partially offset by an increase in interest expense of $14.3 million, or 40.1%.

Interest income. Interest income increased $19.6 million or
32.2 % to $80.4 million for 2005, compared to $60.8 million for 2004. This increase in interest income can be attributed to an increase in interest earned on loans receivable, securities available for sale, FHLB stock and cash equivalents of
$9.0 million, $10.0 million, $394,000 and $147,000, respectively. Cash equivalents include cash on hand and in banks, interest-earning deposits and federal funds sold.

Interest earned on loans receivable increased $9.0 million or 44.2% to $29.4 million for 2005, compared to $20.4 million for 2004. This increase was attributable to an increase in the average balance of loans
outstanding of $155.0 million or 45.7% to $494.2 million for the year ended December 31, 2005 as compared to $339.2 million for the year ended December 31, 2004. The yield on the portfolio remained stable at 6.02% between the years. The
increase in the average balance of loans outstanding is primarily attributable to the acquisition of PHSB in February 2005 in which the Company acquired approximately $148.0 million in loans receivable as well as increases in the indirect auto
portfolio and mortgage lending portfolios since the acquisition.

Interest earned on securities increased $10.0 million or 25.1% to $49.8 million for 2005
compared to $39.8 million for 2004. This increase was primarily attributable to an increase in the average balance of securities of $177.3 million, or 19.4%, to $1.1 billion for the year ended December 31, 2005 as compared to $912.5 million for
the year ended December 31, 2004. Additionally, the tax equivalent yield on securities increased to 4.83% for 2005, compared to 4.64% for 2004. The increase in the average balance of securities between the periods was primarily related to the
acquisition of $146.9 million of securities with the acquisition of PHSB in February 2005, as well as purchases of securities as part of the Companys wholesale strategy.

Income from FHLB stock increased $394,000 or 75.8% to $914,000 for 2005, compared to $520,000 for 2004. This increase can be primarily attributed to an increase in the yield on FHLB stock to 2.66% for 2005 compared to
1.64% for 2004. To a lesser extent the average balance of FHLB stock increased $2.7 million, or 8.4%, to $34.4 million at December 31, 2005 as compared to $31.7 million for 2004.

Interest earned on cash equivalents increased $147,000 to $230,000 for 2005, compared to $83,000 for 2004 as the yield increased to 1.31% for 2005, compared to 0.77% for 2004. In addition to the increase in yields the
average balance increased by $6.8 million, or 63.6%, to $17.5 million at December 31, 2005 as compared to $10.7 million for 2004.



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|ESB Financial Corporation |  | 21 |  | 2006 Annual Report



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Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Interest expense. Interest
expense increased $14.3 million or 40.1% to $49.8 million for 2005, compared to $35.6 million for 2004. This increase in interest expense can be attributed to increases in interest incurred on deposits, FHLB advances and repurchase agreements and
junior subordinated notes of $6.4 million, $5.7 million and $2.1 million, respectively.

Interest incurred on deposits increased $6.4 million or 59.2% to
$17.2 million for 2005, compared to $10.8 million for 2004. This increase was primarily attributable to an increase in the average balance of interest-bearing deposits of $185.0 million, or 33.0%, to $746.1 million for 2005, as compared to $561.0
million for 2004. Additionally, the cost of deposits increased to 2.31% in 2005 from 1.93% in 2004. This increase is primarily due to the acquisition of PHSB in February 2005 which increased the Companys deposits by approximately $243.6
million. The Company manages its cost of interest-bearing deposits by diligently monitoring the interest rates on its products as well as the rates being offered by its competition through weekly interest rate committee meetings and utilizing rate
surveys and hence subsequently adjusting rates accordingly.

Interest incurred on FHLB advances and repurchase agreements, the largest components of the
Companys interest-bearing liabilities, increased $5.7 million or 24.1% to $29.6 million for 2005, compared to $23.9 million for 2004. This increase was primarily attributable an increase in the average balance of borrowed funds of $104.7
million, or 15.7%, to $772.5 million for 2005, compared to $667.8 million for 2004. Additionally, the cost of these funds increased to 3.83% for 2005, compared to 3.58% for 2004. The Company, as part of its wholesale strategy, continues to manage
its cost of funds through its long-standing policy of laddering the maturities of borrowings up to and over a three to four year period. This strategy allows the Company the flexibility to alter its borrowing structure quarterly. During 2005, the
Bank had maturing long-term borrowings, defined as borrowings with original terms greater than one year, of $262.0 million at an average rate of 3.42% replaced with borrowings of $262.0 million at an average rate of 4.21% which caused an increase in
the cost of those borrowings by 79 basis points.

Interest expense on junior subordinated notes increased $2.1 million to $3.0 million at December 31,
2005 from $855,000 at December 31, 2004. This increase was primarily attributable to an increase in the average balance of the subordinated debt of $30.8 million to $46.8 million at December 31, 2005 from $16.0 million at December 31,
2004 and to a lesser extent to an increase in the cost of these funds to 6.30% for 2005, compared to 5.34% for 2004. These increases were the result of the Companys issuance of $35.0 million fixed/floating rate preferred securities at a rate
of 6.03% in conjunction with the acquisition of PHSB in February 2005.

Provision for loan losses. The Company records provisions for loan losses to
bring the total allowance for loan losses to a level deemed adequate to cover probable losses in the loan portfolio. In determining the appropriate level of allowance for loan losses, management considers historical loss experience, the financial
condition of borrowers, economic conditions (particularly as they relate to markets where the Company originates loans), the status of non-performing assets, the estimated underlying value of the collateral and other factors related to the
collectibility of the loan portfolio. The provision for loan losses increased $362,000 to $568,000 for the year ended December 31, 2005 compared to $206,000 for the same period last year. These provisions were part of the normal operations of
the Company for 2005. As a result of the provision for loan losses during 2005 and 2004, the Companys allowance for loan losses amounted to $4.9 million, or 0.86%, of the Companys total loan portfolio at December 31, 2005, compared
to $3.9 million or 1.06% at December 31, 2004. The Companys allowance for loan losses as a percentage of non-performing loans at December 31, 2005 and December 31, 2004 were 127.26% and 165.20%, respectively.

Noninterest income. Noninterest income decreased $3.8 million or 54.9% to $3.1 million for 2005, compared to $7.0 million for 2004. This decrease can be
attributed to decreases in the net realized gain (loss) on sale of



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|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 22 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

securities available for
sale, income from real estate joint venture, net gain on sale of loans and BOLI of $3.9 million, $1.2 million, $26,000 and $8,000, respectively, partially offset by increases in fees and service charges and other income of $1.1 million and $163,000,
respectively.

Fees and service charges increased $1.1 million or 48.7% to $3.4 million for 2005, compared to $2.3 million for 2004. These increases are
primarily due to the merger with PHSB which expanded the number of savings accounts, NOW accounts and participation in our platinum overdraft program. These additional accounts resulted in NOW account and other savings accounts fees increasing by
$956,000, or 62.3%, to $2.5 million for 2005, as compared to $1.5 million for 2004. The platinum overdraft program is a service provided by the Bank which enables customers limited ability to overdraft their checking accounts without the Bank
returning the check. The increase in customers and accounts also resulted in increases to fees on loans and visa credit cards of $38,000 and $104,000, respectively. Additionally, the amortization of the loan servicing rights, net of the valuation
allowance, decreased by $25,000, or 59.8% to $17,000 for 2005 as compared to $41,000 for 2004.

Net gain on sale of loans decreased $26,000 or 57.8% to
$19,000 for 2005, compared to $45,000 for 2004. The decrease to the gain on sale of loans is a result of a decrease in originations of mortgage loans available for sale to $1.3 million for the year ended December 31, 2005, compared to $2.8
million for the same period in the prior year.

Net realized loss on sale of investments increased by $3.9 million to reflect a loss of $2.9 million for
2005 as compared to a gain of $943,000 for 2004. This decrease was due to the previously discussed restructuring that the Company completed in 2005. The Company restructured a portion of its securities portfolio by selling approximately $78.7
million of adjustable rate mortgage-backed securities (MBS), with a weighted average interest rate of 4.20%, that were originally purchased at a premium, and approximately $10.1 million of fixed rate MBS, with a weighted average interest rate of
4.39%, also purchased at a premium. The Company also sold approximately $7.3 million of municipal bonds.

Income from real estate joint ventures decreased
by $1.2 million to $1.1 million for 2005 compared to $2.3 million for 2004. The Company experienced decreased sales and therefore decreased income over the same period last year as a result of the seasoned projects reaching their final stages. The
Company entered into three new joint ventures in the latter part of 2005 that are expected to increase income in 2006.

Noninterest expense.
Noninterest expenses increased $3.0 million or 14.7% to $23.1 million for 2005, compared to $20.2 million for 2004. This increase can be primarily attributed to increases in compensation and employee benefits, premises and equipment, data
processing, amortization of intangible assets, advertising and other expenses of $1.2 million, $737,000, $361,000, $690,000, $143,000 and $1.3 million, respectively. Partially offsetting these increases were decreases in minority interest and loss
on early extinguishment of debt of $605,000 and $844,000, respectively.

Compensation and employee benefits expense increased $1.2 million, or 10.1%, to
$12.7 million for 2005, compared to $11.6 million for 2004. The increase was primarily related to the acquisition of PHSB in February 2005 as the average number of full-time equivalent employees increased to 259 at December 31, 2005 compared to
214 at December 31, 2004, and to a lesser extent normal salary increases between the periods. The increases between the periods were compensation and related taxes and health benefits of $1.2 million and $66,000, respectively, partially offset
by decreases related to the MRP and ESOP of $49,000 and $50,000, respectively.

Premises and equipment expense increased $737,000, or 40.3%, to $2.6
million for 2005 as compared to $1.8 million for 2004. These increases are primarily due to increases related to the acquisition of PHSB in February 2005, which increased the properties owned by the Company to thirty from twenty the previous year,
as well as expenses incurred for impairment charges that the Company recognized on its properties held for sale at December 31, 2005 of $76,000.



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|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 23 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Data processing expense increased
$361,000 or 23.3% to $1.9 million for 2005, compared to $1.6 million for 2004. These increases are primarily related to enhancements to applications utilized to manage the daily operations of the Company. The implementation of these enhancements are
intended to provide a competitive edge to the Company. The acquisition of PHSB resulted in additional processing costs due to an increase in account volume. Further costs were incurred to convert PHSB to the Companys data provider.

Amortization of intangible assets increased $690,000 to $854,000 for 2005, compared to $164,000 for 2004. The increase primarily resulted from the recording of a core
deposit intangible of $4.5 million as a result of the acquisition of PHSB in February 2005, which resulted in amortization of approximately $748,000 in 2005, partially offset by decreases to the normal amortization of the core deposit intangible of
prior acquisitions.

Minority interest decreased $605,000 or 66.6% to $303,000 for 2005, compared to $908,000 for 2004. Minority interest represents the
portion of the profits on the consolidated joint ventures earned by the partners. The decrease is a result of the overall decrease to income from real estate joint ventures.

Loss on early extinguishment of debt decreased $844,000 in 2005. During 2004 the Company incurred $844,000 of expense to write off the deferred debt issuance costs associated with the redemption of the $20.3 million
trust preferred debt of PennFirst Capital Trust I in January 2004.

Advertising expenses increased $143,000, or 44.0%, to $468,000 in 2005 as compared to
$325,000 in 2004. A portion of the increase can be attributed to advertising campaigns surrounding the acquisition of PHSB in February 2005.

Miscellaneous
other expenses which consist primarily of professional fees, forms, supplies, bank charges, postage, insurance expenses, organizational dues, ATM expenses and net carrying costs associated with real estate owned increased by $1.3 million, or 44.5%,
to $4.2 million for 2005 as compared to $2.9 million for 2004. The increase in these costs was primarily due to the acquisition of PHSB.

Provision for
income taxes. The provision for income taxes decreased $1.0 million, or 55.9%, to $810,000 for 2005 as compared to $1.8 million in 2004. The effective tax rate for 2005 was 8.1% compared to 15.5% for 2004. This is primarily due to the $1.8
million, or 15.5%, decrease to pre-tax income. The tax rate was further reduced by approximately 3.3% as a result of additional tax-free income in 2005 as compared to 2004. The Company acquired approximately $13.1 million of tax-free loans from
PHSB. These loans generated approximately $614,000 in additional tax-free income in 2005 as compared to 2004. Additionally the tax-free income generated by the municipal securities portfolio, increased by approximately $546,000 in 2005.

Asset and Liability Management

The primary objective of
the Companys asset and liability management function is to maximize the Companys net interest income while simultaneously maintaining an acceptable level of interest rate risk given the Companys operating environment, capital and
liquidity requirements, performance objectives and overall business focus. The principal determinant of the exposure of the Companys earnings to interest rate risk is the timing difference between the repricing or maturity of interest-earning
assets and the repricing or maturity of its interest-bearing liabilities. The Companys asset and liability management policies are designed to decrease interest rate sensitivity primarily by shortening the maturities of interest-earning assets
while at the same time extending the maturities of interest-bearing liabilities. The Board of Directors of the Company continues to believe in strong asset/liability management in order to insulate the Company from material and prolonged increases
in interest rates. As a result of this policy, the Company emphasizes a larger, more diversified portfolio of residential mortgage loans in the form of mortgage-backed securities. Mortgage-backed securities generally increase the quality of the
Companys assets by virtue of the insurance or guarantees that back them, are more liquid than individual mortgage loans and may be used to collateralize borrowings or other obligations of the Company.



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|ESB Financial Corporation |  | 24 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

The Companys Board of
Directors has established an Asset and Liability Management Committee consisting of outside directors, the President and Chief Executive Officer, Group Senior Vice President/Chief Financial Officer, Group Senior Vice President/Operations, Group
Senior Vice President/Lending and Group Senior Vice President/Administration. This committee, which meets quarterly, generally monitors various asset and liability management policies and strategies, which were implemented by the Company over the
past few years. These strategies have included: (i) an emphasis on the investment in adjustable-rate and shorter duration mortgage-backed securities, (ii) an emphasis on the origination of single-family residential adjustable-rate
mortgages (ARMs), residential construction loans and commercial real estate loans, which generally have adjustable or floating interest rates and/or shorter maturities than traditional single-family residential loans, and consumer loans, which
generally have shorter terms and higher interest rates than mortgage loans; (iii) increase the duration of the liability base of the Company by extending the maturities of savings deposits, borrowed funds and repurchase agreements and
(iv) the purchase of off-balance sheet interest rate caps which help to insulate the Banks interest rate risk position from increases in interest rates.

As of December 31, 2006, the implementation of these asset and liability initiatives resulted in the following: (i) $200.8 million or 33.0% of the Company's total loan portfolio had adjustable interest rates or maturities of 12
months or less; (ii) $99.5 million or 31.6% of the Company's portfolio of single-family residential mortgage loans (including residential construction loans) consisted of ARMs; (iii) $329.9 million or 34.2% of the Company's portfolio of
mortgage-backed securities were secured by ARMs and (iv) the Company had $50.0 million in notional amount of interest rate caps.

Interest Rate
Sensitivity Gap Analysis

The implementation of the foregoing asset and liability initiatives and strategies, combined with other external factors
such as demand for the Companys products and economic and interest rate environments in general, has resulted in the Company historically being able to maintain a one-year interest rate sensitivity gap ranging between 0.0% of total assets to a
negative 20.0% of total assets. The one-year interest rate sensitivity gap is defined as the difference between the Company's interest-earning assets, which are scheduled to mature or reprice within one year and its interest-bearing liabilities,
which are scheduled to mature or reprice within one year. At December 31, 2006, the Company's interest-earning assets maturing or repricing within one year totaled $490.0 million while the Company's interest-bearing liabilities maturing or
repricing within one-year totaled $915.6 million, providing a deficiency of interest-earning assets over interest-bearing liabilities of $425.6 million or a negative 22.1% of total assets. At December 31, 2006, the percentage of the Company's
assets to liabilities maturing or repricing within one year was 53.5%. The Company strives to maintain its one-year interest rate sensitivity gap between a range of 0% and a negative 20% of total assets.

The following table presents the amounts of interest-earning assets and interest-bearing liabilities outstanding as of December 31, 2006 which are expected to
mature, prepay or reprice in each of the future time periods presented:



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|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 25 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)



|                                               |  |                           |          |    |                                   |   |          |                               |  |   |                                |    |  |                        |          |    |       |   |         |   |  |   |          
|---------------------------------------------- |  | ------------------------- | -------- | -- | --------------------------------- | - | -------- | ----------------------------- |  | - | ------------------------------ | -- |  | ---------------------- | -------- | -- | ----- | - | ------- | - |  | - | ---------
|(Dollar amounts in thousands)                  |  | Due in six months or
less |          |    | Due within six months to one
year |   |          | Due within one to three
years |  |   | Due within three to five
years |    |  | Due in over five years |          |    | Total
|Total interest-earning assets                  |  | $                         | 339,293  |    |                                   | $ | 150,674  |                               |  | $ | 495,479                        |    |  | $                      | 315,451  |    |       | $ | 488,418 |   |  | $ | 1,789,315
|Total interest-bearing liabilities             |  |                           | 650,580  |    |                                   |   | 264,970  |                               |  |   | 647,217                        |    |  |                        | 76,538   |    |       |   | 135,629 |   |  |   | 1,774,934
|                                               |  |                           |          |    |                                   |   |          |                               |  |   |                                |    |  |                        |          |    |       |   |         |   |  |   |          
|Maturity or repricing gap during the period    |  | $                         | (311,287 | )  |                                   | $ | (114,296 | )                             |  | $ | (151,738                       | )  |  | $                      | 238,913  |    |       | $ | 352,789 |   |  | $ | 14,381   
|                                               |  |                           |          |    |                                   |   |          |                               |  |   |                                |    |  |                        |          |    |       |   |         |   |  |   |          
|Cumulative gap                                 |  | $                         | (311,287 | )  |                                   | $ | (425,583 | )                             |  | $ | (577,321                       | )  |  | $                      | (338,408 | )  |       | $ | 14,381  |   |  |   |          
|                                               |  |                           |          |    |                                   |   |          |                               |  |   |                                |    |  |                        |          |    |       |   |         |   |  |   |          
|Ratio of gap during the period to total assets |  |                           | (16.19   | )% |                                   |   | (5.94    | )%                            |  |   | (7.89                          | )% |  |                        | 12.43    | %  |       |   | 18.35   | % |  |   |          
|                                               |  |                           |          |    |                                   |   |          |                               |  |   |                                |    |  |                        |          |    |       |   |         |   |  |   |          
|Ratio of cumulative gap to total assets        |  |                           | (16.19   | )% |                                   |   | (22.13   | )%                            |  |   | (30.03                         | )% |  |                        | (17.60   | )% |       |   | 0.75    | % |  |   |          
|                                               |  |                           |          |    |                                   |   |          |                               |  |   |                                |    |  |                        |          |    |       |   |         |   |  |   |          
|Total assets                                   |  |                           |          |    |                                   |   |          |                               |  |   |                                |    |  |                        |          |    |       |   |         |   |  | $ | 1,922,722
|                                               |  |                           |          |    |                                   |   |          |                               |  |   |                                |    |  |                        |          |    |       |   |         |   |  |   |          

The one-year interest rate sensitivity gap has been the most common industry standard used to measure an
institution's interest rate risk position. In recent years, in addition to utilizing interest rate sensitivity gap analysis, the Company has increased its emphasis on the utilization of interest rate sensitivity simulation analysis to evaluate and
manage interest rate risk.

Interest Rate Sensitivity Simulation Analysis

The Company also utilizes income simulation modeling in measuring its interest rate risk and managing its interest rate sensitivity. The Asset and Liability Management Committee of the Company believes that simulation
modeling enables the Company to more accurately evaluate and manage the possible effects on net interest income due to the exposure to changing market interest rates, the slope of the yield curve and different loan and mortgage-backed security
prepayment and deposit decay assumptions under various interest rate scenarios.

As with gap analysis and earnings simulation modeling, assumptions about
the timing and variability of cash flows are critical in economic value of equity (EVE) valuation analysis. Particularly important are the assumptions driving mortgage prepayments and the assumptions about expected attrition of the core deposit
portfolios. These assumptions are based on the Companys historical experience and industry standards and are applied consistently across the different rate risk measures.

The Company has established the following guidelines for assessing interest rate risk:

Net interest income simulation. Given a 200 basis point parallel and gradual increase or decrease in market interest rates, the Company strives to
maintain the change in net interest income to no more than approximately 10% for a one-year period.

Economic Value of Equity (EVE).
EVE is the net present value of the Companys existing assets and liabilities. Given a 200 basis point immediate and permanent increase or decrease in market interest rates, the Company strives to maintain the EVE increase or decrease to no
more than approximately 50% of stockholders equity.

The following table presents the simulated impact of a 100 basis point or 200 basis point upward
or downward shift of market interest rates on net interest income, return on average equity, diluted earnings per share and the change in EVE. This analysis was done assuming that the interest-earning asset and interest-bearing liability levels at
December 31, 2006 remained constant. The impact of the market rate movements was developed by simulating the effects of rates changing gradually over a one-year period from the December 31, 2006 levels for net interest income, return on
average equity and diluted earnings per share. The impact of market rate



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|ESB Financial Corporation |  | 26 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

movements was developed by
simulating the effects of an immediate and permanent change in rates at December 31, 2006 for the change in EVE:



|                                                 |  |          |    |  |          |    |  |         |    |  |         |   
|------------------------------------------------ |  | -------- | -- |  | -------- | -- |  | ------- | -- |  | ------- | --
|                                                 |  | Increase |    |  | Decrease |   
|                                                 |  | +100 BP  |    |  | +200 BP  |    |  | -100 BP |    |  | -200 BP |   
|Net interest income - increase (decrease)        |  | 0.17     | %  |  | (0.08    | )% |  | (1.81   | )% |  | (3.98   | )%
|Return on average equity - increase (decrease)   |  | (0.03    | )% |  | (0.62    | )% |  | (4.24   | )% |  | (9.16   | )%
|Diluted earnings per share - increase (decrease) |  | 0.00     | %  |  | (0.55    | )% |  | (4.40   | )% |  | (9.37   | )%
|EVE - increase (decrease)                        |  | (27.69   | )% |  | (59.06   | )% |  | 9.57    | %  |  | (3.09   | )%

The following table presents the simulated impact of a 100 basis point or 200 basis point upward or downward shift
of market interest rates on net interest income, return on average equity, diluted earnings per share and the change in EVE. This analysis was done assuming that the interest-earning asset and interest-bearing liability levels at December 31,
2005 remained constant. The impact of the market rate movements was developed by simulating the effects of rates changing gradually over a one-year period from the December 31, 2005 levels for net interest income, return on average equity and
diluted earnings per share. The impact of market rate movements was developed by simulating the effects of an immediate and permanent change in rates at December 31, 2005 for the change in EVE:



|                                                 |  |          |    |  |          |    |  |         |    |  |         |   
|------------------------------------------------ |  | -------- | -- |  | -------- | -- |  | ------- | -- |  | ------- | --
|                                                 |  | Increase |    |  | Decrease |   
|                                                 |  | +100 BP  |    |  | +200 BP  |    |  | -100 BP |    |  | -200 BP |   
|Net interest income - increase (decrease)        |  | (1.49    | )% |  | (2.50    | )% |  | (0.85   | )% |  | (1.05   | )%
|Return on average equity - increase (decrease)   |  | (2.54    | )% |  | (4.27    | )% |  | (1.60   | )% |  | (0.85   | )%
|Diluted earnings per share - increase (decrease) |  | (3.23    | )% |  | (4.30    | )% |  | (2.15   | )% |  | (1.08   | )%
|EVE - increase (decrease)                        |  | (18.82   | )% |  | (42.13   | )% |  | 4.99    | %  |  | (1.54   | )%

Liquidity and Capital Resources

The Companys goal in liquidity management is to ensure that sufficient cash flow exists to address deposit fluctuation, loan demand and debt service requirements.
Liquidity is the availability of funds, or assurance that funds will be available, to honor all cash outflow commitments as they come due. These commitments are generally met through cash inflows. The Companys primary sources of funds
generally have been deposits obtained through the offices of the Bank, borrowings from the FHLB, repurchase agreement borrowings and amortization and prepayments of outstanding loans and maturing investment securities. While payments of principal
and interest on loans and other investments are relatively predictable sources of funds, deposit flows are much less predictable since they are greatly influenced by the level of interest rates, the state of the economy, competition and industry
conditions. Liquidity risk is the risk of not being able to obtain funds at a reasonable price within a reasonable period of time to meet financial commitments when due. The Company measures its liquidity position on an ongoing basis and estimates
how funding requirements are likely to evolve over time. Liquidity management is integral to other key elements such as capital adequacy, asset quality and profitability and is a fundamental component in the safe and sound management of the Company.
The Company supports the process of liquidity planning by assessing potential future liquidity needs and taking into account various possible changes in economic, market, political, regulatory and other external or internal conditions. Such planning
involves identifying known, expected and potential cash outflows and weighing alternative business management strategies to ensure adequate cash inflows. The Board of Directors has approved a Liquidity Policy and has designated the Asset/Liability
committee (ALCO) to oversee compliance of this policy. The ALCO has assigned responsibility of the management and supervision of the overall liquidity to the Investment Committee.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 27 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

Net cash provided by
operating activities totaled $12.1 million for the year ended December 31, 2006. Net cash provided by operating activities was primarily comprised of net income of $10.6 million and increases in depreciation for premises and equipment,
provision for loan losses, amortization of premiums and compensation expense on ESOP and MRP of $1.0 million, $1.1 million, $2.2 million and $1.1 million, respectively, partially offset by a decrease in accrued expenses and other liabilities of $2.9
million.

Funds used in investing activities totaled $78.2 million during the year ended December 31, 2006. Primary uses of funds during the period
included $285.8 million for purchases of securities available for sale and $184.2 million for loan originations. These uses were partially offset by proceeds from repayments of loans and securities of $129.3 million and $184.7 million, respectively,
proceeds from the sale of securities of $73.9 million and proceeds from loans available for sale of $2.2 million generated by the sale of the VISA portfolio.

Funds provided by financing activities totaled $60.6 million for the year ended December 31, 2006. The primary sources of funds included proceeds from long-term borrowings of $301.6 million partially offset by a decrease in deposits of
$10.9 million and uses of $209.8 million, $9.9 million, $5.2 million and $5.3 million to repay long-term borrowings, short-term borrowings, fund dividends paid and purchase treasury stock, respectively. Included in the repayment of long-tem debt is
approximately $945,000 of principal payments on the loan for the Companys leveraged ESOP.

At December 31, 2006, the total approved loan
commitments outstanding amounted to $47.0 million. At the same date, commitments under unused lines of credit and credit card lines amounted to $66.0 million and the unadvanced portion of construction loans approximated $16.9 million. Certificates
of deposit scheduled to mature in one year or less at December 31, 2006 totaled $430.4 million.

Historically, the Company used its sources of funds
primarily to meet its ongoing commitments to pay maturing savings certificates and savings withdrawals, fund loan commitments and maintain a substantial portfolio of investment securities. The Company has been able to generate sufficient cash
through the retail deposit market, its traditional funding source, and through FHLB advances and other borrowings, to provide the cash utilized in investing activities. Management believes that the Company currently has adequate liquidity available
to respond to liquidity demands.

The Companys contractual obligations at December 31, 2006 are as follows:



|                                                      |       |                       |                  |  |           |         |           |   |                   |  |   |        |  |   |      
|----------------------------------------------------- | ----- | --------------------- | ---------------- |  | --------- | ------- | --------- | - | ----------------- |  | - | ------ |  | - | -----
|(Dollar amounts in thousands) Contractual Obligations |       | Payment due by period
|                                                      | Total |                       | Less than 1 year |  | 1-3 Years |         | 3-5 Years |   | More than 5 years
|Long-term debt obligations (1)                        |       | $                     | 807,005          |  | $         | 246,299 |           | $ | 539,710           |  | $ | 20,945 |  | $ | 51   
|Time deposits                                         |       |                       | 548,518          |  |           | 430,405 |           |   | 106,768           |  |   | 9,859  |  |   | 1,486
|Operating lease obligations                           |       |                       | 415              |  |           | 165     |           |   | 213               |  |   | 37     |  |   |     
|Capital expenditures                                  |       |                       | 569              |  |           | 569     |           |   |                  |  |   |       |  |   |     
|Supplemental executive retirement plan                |       |                       | 2,046            |  |           |        |           |   | 86                |  |   | 86     |  |   | 1,874
|Directors retirement plan                            |       |                       | 587              |  |           | 68      |           |   | 201               |  |   | 180    |  |   | 138  
|                                                      |       |                       |                  |  |           |         |           |   |                   |  |   |        |  |   |      
|Total Contractual Obligations                         |       | $                     | 1,359,140        |  | $         | 677,506 |           | $ | 646,978           |  | $ | 31,107 |  | $ | 3,549
|                                                      |       |                       |                  |  |           |         |           |   |                   |  |   |        |  |   |      

---

|(1) | Excludes Interest
|--- | -----------------



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 28 |  | 2006 Annual Report



---

Managements Discussion and Analysis of

Financial Condition and Results of Operations(continued)

The sources of liquidity and
capital resources discussed above are believed by management to be sufficient to fund outstanding loan commitments and meet other obligations.

Current
regulatory requirements specify that ESB and similar institutions must maintain, tier one leverage capital equal to 3.0% of adjusted total assets and total capital equal to 8.0% of risk-weighted assets. The Office of the Comptroller of the Currency
and the FDIC have adopted more stringent core capital requirements which require that all banks, except for the most highly rated banks, have at least an additional 100 to 200 basis point cushion above this minimum. Therefore, an absolute minimum
leverage ratio of not less than 4.0% must be maintained by those banks that are not highly rated or that are anticipating or experiencing significant growth. The FDIC reserves the right to apply this higher standard to any insured financial
institution when considering an institutions capital adequacy. At December 31, 2006, ESB was in compliance with all regulatory capital requirements with tier one leverage capital and risk-based capital ratios of 7.2% and 15.1%,
respectively.

Impact of Inflation and Changing Prices

The consolidated financial statements of the Company and related notes presented herein have been prepared in accordance with U.S. generally accepted accounting
principles which require the measurement of financial condition and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a
more significant impact on a financial institutions performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services since
such prices are affected by inflation to a larger degree than interest rates. In the current interest rate environment, liquidity and the maturity structure of the Companys assets and liabilities are critical to the maintenance of acceptable
performance levels.

Recent Accounting and Regulatory Pronouncements

The Companys discussion of recent accounting and regulatory pronouncements can be found in Note 1 of the Companys consolidated financial statements.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 29 |  | 2006 Annual Report



---

Consolidated Statements of Financial Condition

(Dollar amounts in thousands, except share data)



|                                                                                                                                                  |  |              |           |   |      |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ---- | - | --------- | -
|                                                                                                                                                  |  | December 31, |          
|                                                                                                                                                  |  | 2006         |           |   | 2005 |  
|Assets                                                                                                                                            |  |              |           |   |      |   |           |  
|Cash on hand and in banks                                                                                                                         |  | $            | 4,777     |   |      | $ | 9,520     |  
|Interest-earning deposits                                                                                                                         |  |              | 17,811    |   |      |   | 14,619    |  
|Federal funds sold                                                                                                                                |  |              | 113       |   |      |   | 4,076     |  
|                                                                                                                                                  |  |              |           |   |      |   |           |  
|Cash and cash equivalents                                                                                                                         |  |              | 22,701    |   |      |   | 28,215    |  
|Securities available for sale; cost of $1,150,555 and $1,124,097                                                                                  |  |              | 1,143,924 |   |      |   | 1,117,063 |  
|Loans receivable, net of allowance for loan losses of $5,113 and $4,864                                                                           |  |              | 589,642   |   |      |   | 540,277   |  
|Loans held for sale                                                                                                                               |  |              | 190       |   |      |   |          |  
|Accrued interest receivable                                                                                                                       |  |              | 9,871     |   |      |   | 9,690     |  
|Federal Home Loan Bank (FHLB) stock                                                                                                               |  |              | 34,343    |   |      |   | 32,909    |  
|Premises and equipment, net                                                                                                                       |  |              | 11,229    |   |      |   | 11,099    |  
|Real estate acquired through foreclosure, net                                                                                                     |  |              | 1,083     |   |      |   | 1,245     |  
|Real estate held for investment                                                                                                                   |  |              | 19,902    |   |      |   | 23,041    |  
|Goodwill                                                                                                                                          |  |              | 41,599    |   |      |   | 41,599    |  
|Intangible assets                                                                                                                                 |  |              | 3,231     |   |      |   | 4,100     |  
|Bank owned life insurance                                                                                                                         |  |              | 27,525    |   |      |   | 26,518    |  
|Prepaid expenses and other assets                                                                                                                 |  |              | 17,482    |   |      |   | 17,023    |  
|                                                                                                                                                  |  |              |           |   |      |   |           |  
|Total assets                                                                                                                                      |  | $            | 1,922,722 |   |      | $ | 1,852,779 |  
|                                                                                                                                                  |  |              |           |   |      |   |           |  
|Liabilities and Stockholders Equity                                                                                                              |  |              |           |   |      |   |           |  
|Liabilities:                                                                                                                                      |  |              |           |   |      |   |           |  
|Deposits                                                                                                                                          |  | $            | 823,644   |   |      | $ | 834,530   |  
|FHLB advances                                                                                                                                     |  |              | 698,232   |   |      |   | 693,927   |  
|Repurchase agreements                                                                                                                             |  |              | 187,000   |   |      |   | 107,000   |  
|Other borrowings                                                                                                                                  |  |              | 14,477    |   |      |   | 16,946    |  
|Junior subordinated notes                                                                                                                         |  |              | 51,444    |   |      |   | 51,369    |  
|Advance payments by borrowers for taxes and insurance                                                                                             |  |              | 2,427     |   |      |   | 2,242     |  
|Accrued expenses and other liabilities                                                                                                            |  |              | 16,963    |   |      |   | 19,888    |  
|                                                                                                                                                  |  |              |           |   |      |   |           |  
|Total liabilities                                                                                                                                 |  |              | 1,794,187 |   |      |   | 1,725,902 |  
|                                                                                                                                                  |  |              |           |   |      |   |           |  
|Stockholders Equity:                                                                                                                             |  |              |           |   |      |   |           |  
|Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued                                                                         |  |              |          |   |      |   |          |  
|Common stock, $.01 par value, 30,000,000 shares authorized; 13,806,812 and 13,806,992 shares issued; 12,852,705 and 13,247,331 shares
outstanding |  |              | 138       |   |      |   | 138       |  
|Additional paid-in capital                                                                                                                        |  |              | 100,847   |   |      |   | 100,690   |  
|Treasury stock, at cost; 954,107 and 559,661 shares                                                                                               |  |              | (12,126   | ) |      |   | (7,434    | )
|Unearned Employee Stock Ownership Plan (ESOP) shares                                                                                              |  |              | (3,512    | ) |      |   | (4,494    | )
|Unvested shares held by Management Recognition Plan (MRP)                                                                                         |  |              | (186      | ) |      |   | (237      | )
|Retained earnings                                                                                                                                 |  |              | 48,626    |   |      |   | 43,479    |  
|Accumulated other comprehensive loss, net                                                                                                         |  |              | (5,252    | ) |      |   | (5,265    | )
|                                                                                                                                                  |  |              |           |   |      |   |           |  
|Total stockholders equity                                                                                                                        |  |              | 128,535   |   |      |   | 126,877   |  
|                                                                                                                                                  |  |              |           |   |      |   |           |  
|Total liabilities and stockholders equity                                                                                                        |  | $            | 1,922,722 |   |      | $ | 1,852,779 |  
|                                                                                                                                                  |  |              |           |   |      |   |           |  

See accompanying notes to consolidated financial statements.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 30 |  | 2006 Annual Report



---

Consolidated Statements of Operations

(Dollar amounts in thousands, except share data)



|                                                                  |  |                         |            |      |   |            |      |  |   |           
|----------------------------------------------------------------- |  | ----------------------- | ---------- | ---- | - | ---------- | ---- |  | - | ----------
|                                                                  |  | Year ended December 31,
|                                                                  |  | 2006                    |            | 2005 |   |            | 2004
|Interest income:                                                  |  |                         |            |      |   |            |      |  |   |           
|Loans receivable                                                  |  | $                       | 35,229     |      | $ | 29,440     |      |  | $ | 20,413    
|Taxable securities available for sale                             |  |                         | 51,852     |      |   | 44,164     |      |  |   | 34,798    
|Tax-exempt securities available for sale                          |  |                         | 5,328      |      |   | 5,605      |      |  |   | 4,984     
|FHLB stock                                                        |  |                         | 1,714      |      |   | 914        |      |  |   | 520       
|Interest-earning deposits and federal funds sold                  |  |                         | 348        |      |   | 230        |      |  |   | 83        
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Total interest income                                             |  |                         | 94,471     |      |   | 80,353     |      |  |   | 60,798    
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Interest expense:                                                 |  |                         |            |      |   |            |      |  |   |           
|Deposits                                                          |  |                         | 23,352     |      |   | 17,246     |      |  |   | 10,835    
|FHLB advances and repurchase agreements                           |  |                         | 39,026     |      |   | 29,625     |      |  |   | 23,879    
|Junior subordinated notes                                         |  |                         | 3,426      |      |   | 2,952      |      |  |   | 855       
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Total interest expense                                            |  |                         | 65,804     |      |   | 49,823     |      |  |   | 35,569    
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Net interest income                                               |  |                         | 28,667     |      |   | 30,530     |      |  |   | 25,229    
|Provision for loan losses                                         |  |                         | 1,113      |      |   | 568        |      |  |   | 206       
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Net interest income after provision for loan losses               |  |                         | 27,554     |      |   | 29,962     |      |  |   | 25,023    
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Noninterest income:                                               |  |                         |            |      |   |            |      |  |   |           
|Fees and service charges                                          |  |                         | 3,698      |      |   | 3,437      |      |  |   | 2,312     
|Net gain on sale of loans                                         |  |                         | 186        |      |   | 19         |      |  |   | 45        
|Increase of cash surrender value of bank owned life insurance     |  |                         | 1,007      |      |   | 932        |      |  |   | 940       
|Net realized gain (loss) on sale of securities available for sale |  |                         | 480        |      |   | (2,909     | )    |  |   | 943       
|Income from real estate joint ventures                            |  |                         | 1,902      |      |   | 1,064      |      |  |   | 2,284     
|Other                                                             |  |                         | 513        |      |   | 599        |      |  |   | 436       
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Total noninterest income                                          |  |                         | 7,786      |      |   | 3,142      |      |  |   | 6,960     
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Noninterest expense:                                              |  |                         |            |      |   |            |      |  |   |           
|Compensation and employee benefits                                |  |                         | 13,249     |      |   | 12,727     |      |  |   | 11,557    
|Premises and equipment                                            |  |                         | 2,443      |      |   | 2,564      |      |  |   | 1,827     
|Federal deposit insurance premiums                                |  |                         | 104        |      |   | 108        |      |  |   | 89        
|Data processing                                                   |  |                         | 1,736      |      |   | 1,913      |      |  |   | 1,552     
|Amortization of intangible assets                                 |  |                         | 832        |      |   | 854        |      |  |   | 164       
|Minority interest                                                 |  |                         | 637        |      |   | 303        |      |  |   | 908       
|Loss on early extinguishment of debt                              |  |                         |           |      |   |           |      |  |   | 844       
|Advertising                                                       |  |                         | 450        |      |   | 468        |      |  |   | 325       
|Other                                                             |  |                         | 3,956      |      |   | 4,178      |      |  |   | 2,891     
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Total noninterest expense                                         |  |                         | 23,407     |      |   | 23,115     |      |  |   | 20,157    
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Income before provision for income taxes                          |  |                         | 11,933     |      |   | 9,989      |      |  |   | 11,826    
|Provision for income taxes                                        |  |                         | 1,317      |      |   | 810        |      |  |   | 1,836     
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Net income                                                        |  | $                       | 10,616     |      | $ | 9,179      |      |  | $ | 9,990     
|                                                                  |  |                         |            |      |   |            |      |  |   |           
|Net income per share:                                             |  |                         |            |      |   |            |      |  |   |           
|Basic                                                             |  | $                       | 0.84       |      | $ | 0.73       |      |  | $ | 0.98      
|Diluted                                                           |  | $                       | 0.83       |      | $ | 0.71       |      |  | $ | 0.94      
|Cash dividends declared per share                                 |  | $                       | 0.40       |      | $ | 0.40       |      |  | $ | 0.40      
|Weighted average shares outstanding                               |  |                         | 12,670,216 |      |   | 12,598,842 |      |  |   | 10,191,687
|Weighted average shares and share equivalents outstanding         |  |                         | 12,849,602 |      |   | 12,853,836 |      |  |   | 10,575,220

See accompanying notes to consolidated financial statements.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 31 |  | 2006 Annual Report



---

Consolidated Statements of Changes in Stockholders Equity

(Dollar amounts in thousands, except share data)



|                                                                                             |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------- |  | ------------ | --- | -------------------------- | - | ------- | -------------- |  | - | -------------------- | - |  | ------------------- | ------ | - | ----------------- | - | ---- | --------------------------------------------------------- |  | - | -------------------------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                             |  | Common stock |     | Additional paid-in capital |   |         | Treasury stock |  |   | Unearned ESOP shares |   |  | Unvested MRP shares |        |   | Retained earnings |   |      | Accumulated other comprehensive income (loss),
net of tax |  |   | Total stockholders equity |  
|Balance at January 1, 2004                                                                   |  | $            | 109 |                            | $ | 60,202  |                |  | $ | (2,083               | ) |  | $                   | (6,504 | ) |                   | $ | (196 | )                                                         |  | $ | 35,879                     |   |  | $ | 9,464   |   |  | $ | 96,871  |  
|Comprehensive results:                                                                       |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Net income                                                                                   |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | 9,990                      |   |  |   |        |   |  |   | 9,990   |  
|Other comprehensive results, net                                                             |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   | (3,262  | ) |  |   | (3,262  | )
|Reclassification adjustment                                                                  |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   | (614    | ) |  |   | (614    | )
|                                                                                             |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Total comprehensive results                                                                  |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | 9,990                      |   |  |   | (3,876  | ) |  |   | 6,114   |  
|Cash dividends at $0.40 per share                                                            |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | (4,063                     | ) |  |   |        |   |  |   | (4,063  | )
|Purchase of treasury stock, at cost (230,958 shares)                                         |  |              |    |                            |   |        |                |  |   | (3,139               | ) |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | (3,139  | )
|Reissuance of treasury stock for stock option exercises                                      |  |              |    |                            |   |        |                |  |   | 1,828                |   |  |                     |       |   |                   |   |     |                                                           |  |   | (1,398                     | ) |  |   |        |   |  |   | 430     |  
|Release of ESOP shares                                                                       |  |              |    |                            |   | 257     |                |  |   |                     |   |  |                     | 986    |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | 1,243   |  
|Tax effect of compensatory stock options                                                     |  |              |    |                            |   | 218     |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | 218     |  
|Issuance of MRP shares                                                                       |  |              |    |                            |   | 263     |                |  |   |                     |   |  |                     |       |   |                   |   | (199 | )                                                         |  |   |                           |   |  |   |        |   |  |   | 64      |  
|Accrued compensation expense MRP                                                             |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   | 63   |                                                           |  |   |                           |   |  |   |        |   |  |   | 63      |  
|                                                                                             |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Balance at December 31, 2004                                                                 |  |              | 109 |                            |   | 60,940  |                |  |   | (3,394               | ) |  |                     | (5,518 | ) |                   |   | (332 | )                                                         |  |   | 40,408                     |   |  |   | 5,588   |   |  |   | 97,801  |  
|                                                                                             |  |              |     |                            |   |         |                | 
|Comprehensive results:                                                                       |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Net income                                                                                   |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | 9,179                      |   |  |   |        |   |  |   | 9,179   |  
|Other comprehensive results, net                                                             |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   | (11,218 | ) |  |   | (11,218 | )
|Reclassification adjustment                                                                  |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   | 365     |   |  |   | 365     |  
|                                                                                             |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Total comprehensive results                                                                  |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | 9,179                      |   |  |   | (10,853 | ) |  |   | (1,674  | )
|Common stock issued as a result of the acquisition of PHSB.                                  |  |              | 29  |                            |   | 39,473  |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | 39,502  |  
|Cash dividends at $0.40 per share                                                            |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | (5,164                     | ) |  |   |        |   |  |   | (5,164  | )
|Purchase of treasury stock, at cost (400,031 shares)                                         |  |              |    |                            |   |        |                |  |   | (5,302               | ) |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | (5,302  | )
|Reissuance of treasury stock for stock option exercises                                      |  |              |    |                            |   |        |                |  |   | 1,262                |   |  |                     |       |   |                   |   |     |                                                           |  |   | (944                       | ) |  |   |        |   |  |   | 318     |  
|Release of ESOP shares                                                                       |  |              |    |                            |   | 170     |                |  |   |                     |   |  |                     | 1,024  |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | 1,194   |  
|Tax effect of compensatory stock options                                                     |  |              |    |                            |   | 98      |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | 98      |  
|Issuance of MRP shares                                                                       |  |              |    |                            |   | 9       |                |  |   |                     |   |  |                     |       |   |                   |   | (9   | )                                                         |  |   |                           |   |  |   |        |   |  |   |        |  
|Accrued compensation expense MRP                                                             |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   | 104  |                                                           |  |   |                           |   |  |   |        |   |  |   | 104     |  
|                                                                                             |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Balance at December 31, 2005                                                                 |  |              | 138 |                            |   | 100,690 |                |  |   | (7,434               | ) |  |                     | (4,494 | ) |                   |   | (237 | )                                                         |  |   | 43,479                     |   |  |   | (5,265  | ) |  |   | 126,877 |  
|                                                                                             |  |              |     |                            |   |         |                | 
|Comprehensive results:                                                                       |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Net income                                                                                   |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | 10,616                     |   |  |   |        |   |  |   | 10,616  |  
|Other comprehensive results, net                                                             |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   | 736     |   |  |   | 736     |  
|Reclassification adjustment                                                                  |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   | (163    | ) |  |   | (163    | )
|                                                                                             |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Total comprehensive results                                                                  |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | 10,616                     |   |  |   | 573     |   |  |   | 11,189  |  
|Cumulative effect of change in accounting for post-retirement benefits, net of taxes of $288 |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   | (560    | ) |  |   | (560    | )
|Cash dividends at $0.40 per share                                                            |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   | (5,027                     | ) |  |   |        |   |  |   | (5,027  | )
|Purchase of treasury stock, at cost (441,395 shares)                                         |  |              |    |                            |   |        |                |  |   | (5,311               | ) |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | (5,311  | )
|Reissuance of treasury stock for stock option exercises                                      |  |              |    |                            |   |        |                |  |   | 619                  |   |  |                     |       |   |                   |   |     |                                                           |  |   | (442                       | ) |  |   |        |   |  |   | 177     |  
|Release of ESOP shares                                                                       |  |              |    |                            |   | 54      |                |  |   |                     |   |  |                     | 982    |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | 1,036   |  
|Tax effect of compensatory stock options                                                     |  |              |    |                            |   | 45      |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | 45      |  
|Effect of compensation expense for stock options                                             |  |              |    |                            |   | 61      |                |  |   |                     |   |  |                     |       |   |                   |   |     |                                                           |  |   |                           |   |  |   |        |   |  |   | 61      |  
|Forfeitures of MRP shares                                                                    |  |              |    |                            |   | (3      | )              |  |   |                     |   |  |                     |       |   |                   |   | 3    |                                                           |  |   |                           |   |  |   |        |   |  |   |        |  
|Accrued compensation expense MRP                                                             |  |              |    |                            |   |        |                |  |   |                     |   |  |                     |       |   |                   |   | 48   |                                                           |  |   |                           |   |  |   |        |   |  |   | 48      |  
|                                                                                             |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  
|Balance at December 31, 2006                                                                 |  | $            | 138 |                            | $ | 100,847 |                |  | $ | (12,126              | ) |  | $                   | (3,512 | ) |                   | $ | (186 | )                                                         |  | $ | 48,626                     |   |  | $ | (5,252  | ) |  | $ | 128,535 |  
|                                                                                             |  |              |     |                            |   |         |                |  |   |                      |   |  |                     |        |   |                   |   |      |                                                           |  |   |                            |   |  |   |         |   |  |   |         |  

See accompanying notes to consolidated financial statements.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 32 |  | 2006 Annual Report



---

Consolidated Statements of Cash Flows

(Dollar amounts in thousands)



|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                  |  | Year ended December 31, |         
|                                                                                  |  | 2006                    |          |   | 2005 |   |          | 2004 | 
|Operating activities:                                                             |  |                         |          |   |      |   |          |      |  |   |          |  
|Net income                                                                        |  | $                       | 10,616   |   |      | $ | 9,179    |      |  | $ | 9,990    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                         |          |   |      |   |          |      |  |   |          |  
|Depreciation for premises and equipment                                           |  |                         | 1,036    |   |      |   | 1,221    |      |  |   | 1,021    |  
|Provision for loan losses                                                         |  |                         | 1,113    |   |      |   | 568      |      |  |   | 206      |  
|Amortization of premiums                                                          |  |                         | 2,248    |   |      |   | 3,767    |      |  |   | 3,117    |  
|Origination of loans held for sale                                                |  |                         | (573     | ) |      |   | (1,319   | )    |  |   | (2,821   | )
|Proceeds from sale of loans held for sale                                         |  |                         | 383      |   |      |   | 1,319    |      |  |   | 2,821    |  
|(Gain) loss on sale of securities available for sale                              |  |                         | (480     | ) |      |   | 2,909    |      |  |   | (943     | )
|Amortization of intangible assets                                                 |  |                         | 868      |   |      |   | 872      |      |  |   | 205      |  
|Compensation expense on ESOP and MRP                                              |  |                         | 1,084    |   |      |   | 1,271    |      |  |   | 1,370    |  
|Compensation expense on stock options                                             |  |                         | 61       |   |      |   |         |      |  |   |         |  
|Increase in accrued interest receivable                                           |  |                         | (181     | ) |      |   | (1,847   | )    |  |   | (213     | )
|(Increase) decrease in prepaid expenses and other assets                          |  |                         | (849     | ) |      |   | 4,449    |      |  |   | 346      |  
|Decrease in accrued expenses and other liabilities                                |  |                         | (2,925   | ) |      |   | (1,512   | )    |  |   | (1,493   | )
|Other                                                                             |  |                         | (308     | ) |      |   | (172     | )    |  |   | (577     | )
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by operating activities                                         |  |                         | 12,093   |   |      |   | 20,705   |      |  |   | 13,029   |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Investing activities:                                                             |  |                         |          |   |      |   |          |      |  |   |          |  
|Loan originations and purchases                                                   |  |                         | (184,164 | ) |      |   | (206,820 | )    |  |   | (158,090 | )
|Purchases of:                                                                     |  |                         |          |   |      |   |          |      |  |   |          |  
|Securities available for sale                                                     |  |                         | (285,810 | ) |      |   | (493,903 | )    |  |   | (230,935 | )
|Interest rate cap contracts                                                       |  |                         |         |   |      |   |         |      |  |   | (215     | )
|FHLB stock                                                                        |  |                         | (9,579   | ) |      |   |         |      |  |   | (929     | )
|Premises and equipment                                                            |  |                         | (1,271   | ) |      |   | (438     | )    |  |   | (1,127   | )
|Principal repayments of:                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Loans receivable                                                                  |  |                         | 129,270  |   |      |   | 157,144  |      |  |   | 136,307  |  
|Securities available for sale                                                     |  |                         | 184,660  |   |      |   | 218,846  |      |  |   | 213,129  |  
|Proceeds from the sale of:                                                        |  |                         |          |   |      |   |          |      |  |   |          |  
|Securities available for sale                                                     |  |                         | 73,900   |   |      |   | 212,831  |      |  |   | 9,601    |  
|Loans available for sale                                                          |  |                         | 2,228    |   |      |   |         |      |  |   |         |  
|REO                                                                               |  |                         | 1,156    |   |      |   | 127      |      |  |   | 380      |  
|Premises and equipment                                                            |  |                         | 94       |   |      |   | 1,459    |      |  |   |         |  
|Redemption of FHLB stock                                                          |  |                         | 8,145    |   |      |   | 1,880    |      |  |   |         |  
|Payment for purchase of PHSB, net of cash acquired                                |  |                         |         |   |      |   | (16,338  | )    |  |   |         |  
|Funding of real estate held for investment                                        |  |                         | (8,174   | ) |      |   | (29,867  | )    |  |   | (14,530  | )
|Proceeds from real estate held for investment                                     |  |                         | 11,313   |   |      |   | 23,189   |      |  |   | 15,256   |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash used in investing activities                                             |  |                         | (78,232  | ) |      |   | (131,890 | )    |  |   | (31,153  | )
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Financing activities:                                                             |  |                         |          |   |      |   |          |      |  |   |          |  
|Net (decrease) increase in deposits                                               |  |                         | (10,886  | ) |      |   | 10,624   |      |  |   | (22,700  | )
|Proceeds from long-term borrowings                                                |  |                         | 301,570  |   |      |   | 290,140  |      |  |   | 176,310  |  
|Repayments of long-term borrowings                                                |  |                         | (209,823 | ) |      |   | (146,830 | )    |  |   | (114,555 | )
|Net (decrease) increase in short-term borrowings                                  |  |                         | (9,911   | ) |      |   | (58,254  | )    |  |   | 8,505    |  
|Issuance of junior subordinated notes                                             |  |                         |         |   |      |   | 36,083   |      |  |   |         |  
|Redemption of junior subordinated notes                                           |  |                         |         |   |      |   |         |      |  |   | (20,052  | )
|Proceeds received from exercise of stock options                                  |  |                         | 222      |   |      |   | 318      |      |  |   | 430      |  
|Dividends paid                                                                    |  |                         | (5,236   | ) |      |   | (5,082   | )    |  |   | (4,302   | )
|Payments to acquire treasury stock                                                |  |                         | (5,311   | ) |      |   | (5,302   | )    |  |   | (3,139   | )
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by financing activities                                         |  |                         | 60,625   |   |      |   | 121,697  |      |  |   | 20,497   |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Net (decrease) increase in cash and cash equivalents                              |  |                         | (5,514   | ) |      |   | 10,512   |      |  |   | 2,373    |  
|Cash and cash equivalents at beginning of period                                  |  |                         | 28,215   |   |      |   | 17,703   |      |  |   | 15,330   |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                       | 22,701   |   |      | $ | 28,215   |      |  | $ | 17,703   |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  

Continued



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 33 |  | 2006 Annual Report



---

Consolidated Statements of Cash Flows(continued)

(Dollar amounts in thousands, except share data)



|                                                                                                                                                                           |  |                         |        |      |   |          |      |  |   |       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------ | ---- | - | -------- | ---- |  | - | ------
|                                                                                                                                                                           |  | Year ended December 31,
|                                                                                                                                                                           |  | 2006                    |        | 2005 |   |          | 2004
|Supplemental information:                                                                                                                                                  |  |                         |        |      |   |          |      |  |   |       
|                                                                                                                                                                           |  |                         |       
|Interest paid                                                                                                                                                              |  | $                       | 64,968 |      | $ | 52,255   |      |  | $ | 35,595
|Income taxes paid                                                                                                                                                          |  |                         | 1,997  |      |   | 1,863    |      |  |   | 1,971 
|                                                                                                                                                                           |  |                         |       
|Supplemental schedule of non-cash investing and financing activities:                                                                                                      |  |                         |        |      |   |          |      |  |   |       
|Transfers from loans receivable to real estate acquired through foreclosure                                                                                                |  |                         | 1,222  |      |   | 118      |      |  |   | 598   
|Dividends declared but not paid                                                                                                                                            |  |                         | 1,253  |      |   | 1,325    |      |  |   | 1,068 
|                                                                                                                                                                           |  |                         |       
|The Company purchased all of the common stock of PHSB for $79.7 million. In conjunction with the acquisition, the assets acquired and
liabilities assumed were as follows: |  |                         |        |      |   |          |      |  |   |       
|Fair value of assets acquired                                                                                                                                              |  | $                       |       |      | $ | 338,146  |      |  |   |      
|Stock issued for the purchase of PHSB common stock                                                                                                                         |  |                         |       |      |   | (39,502  | )    |  |   |      
|Cash paid for PHSB common stock                                                                                                                                            |  |                         |       |      |   | (40,238  | )    |  |   |       
|Liabilities assumed                                                                                                                                                        |  |                         |       |      |   | (292,878 | )    |  |   |      
|                                                                                                                                                                           |  |                         |        |      |   |          |      |  |   |       
|                                                                                                                                                                           |  | $                       |       |      | $ | (34,472  | )    |  |   |      
|                                                                                                                                                                           |  |                         |        |      |   |          |      |  |   |       

See accompanying notes to consolidated financial statements.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 34 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements



|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

Principles of Consolidation

ESB Financial Corporation (the Company) is a publicly traded Pennsylvania thrift holding
company. The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, ESB Bank, (ESB or the Bank), PennFirst Financial Services, Inc., THF, Inc. (THF), AMSCO, Inc. (AMSCO) and ESB
Financial Services, Inc. ESB is a Pennsylvania chartered Federal Deposit Insurance Corporation (FDIC) insured stock savings bank.

AMSCO is
engaged in real estate development and construction of 1- 4 family residential units independently or in conjunction with its joint ventures. The Bank has provided all development and construction financing. The joint ventures that are 51% owned or
greater by AMSCO have been included in the consolidated financial statements and are reflected within other noninterest income or expense. The Banks loans to AMSCO and related interest have been eliminated in consolidation.

In addition to the elimination of the loans and interest to the joint ventures described above, all other significant intercompany transactions and
balances have been eliminated in consolidation.

Basis of Presentation

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make some estimates and
assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Certain amounts previously reported have been reclassified to conform to the current year
financial statement presentation. The reclassification had no effect on net income.

Operating Segments

An operating segment is defined as a component of an enterprise that engages in business activities that generate revenue and incur expense, the operating
results of which are reviewed by management and for which discrete financial information is available. At December 31, 2006, the Company was doing business through 23 full service banking branches, one loan production office, and its various
other subsidiaries. Loans and deposits are primarily generated from the areas where banking branches are located. The Company derives its income predominantly from interest on loans and securities and to a lesser extent, noninterest income. The
Companys principal expenses are interest paid on deposits and borrowed funds and normal operating costs. The Companys operations are principally in the savings and loan industry. Consistent with internal reporting, the Companys
operations are reported in one operating segment, which is community banking.

Cash Equivalents

Cash equivalents include cash on hand and in banks, interest-earning deposits with original maturities of 90 days or less and federal funds sold. The
Board of Governors of the Federal Reserve System imposes certain reserve requirements on all depository institutions. These reserves are maintained in the form of vault cash or as a noninterest bearing balance with the Federal Reserve Bank. Required
reserves at the Federal Reserve Bank averaged $2.5 million during the year 2006.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 35 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|1. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

Securities Available for Sale and Held for Maturity

Securities include investments primarily
in bonds, notes and to a lesser extent equity securities and are classified as either available for sale or held to maturity at the time of purchase based on managements intent. Such intent includes consideration of the interest rate
environment, prepayment risk, credit risk, maturity and repricing characteristics, liquidity considerations, investment and asset/liability management policies and other pertinent factors. Unrealized holding gains and losses, net of applicable
income taxes, on available for sale securities are reported as accumulated other comprehensive income until realized. Gains and losses on the sale of securities are determined using the specific identification method and are included in operations
in the period sold.

Declines in the fair value of equity securities below their cost that are determined to be other than temporary result
in the security being written down to fair value on an individual basis. Any related write-downs are included in operations as realized losses.

Declines in the fair value of marketable debt securities that are determined to be other than temporary due to a decline in the credit of the issuer are written down to fair value accordingly, with a resulting charge to realized loss and an
adjustment to the cost basis of the security. With respect to the other-than-temporary impairments of marketable debt securities where the decline in the market value is solely attributable to an increase in market interest rates, this would not
trigger an other-than-temporary impairment charge if the Company has the intent and ability to hold the debt security until recovery. At each reporting date, management will re-challenge their intent and ability to hold such debt security until
recovery and document the basis for this assertion. To the extent that market conditions have changed and management can no longer assert that they have the intent and ability to hold a debt security until the market value recovers, the Company will
recognize an other-than-temporary impairment at that time.

Yields and carrying values for certain mortgage-backed securities are subject to
normal interest rate and prepayment risks. Premiums and discounts on securities are recognized in interest income using the interest method over the period to maturity.

Loans Receivable

Loans receivable, for which management has the intent and the Company has
the ability to hold for the foreseeable future or until maturity or payoff, are reported at their outstanding unpaid principal balances reduced by any charge-offs and net of any deferred fees or costs on loans originated, unamortized premiums or
discounts on loans purchased and the allowance for loan losses.

Interest income on loans is accrued and credited to operations as earned.
Interest income is not accrued for loans delinquent 90 days or greater. Interest on impaired loans is discontinued when, in managements opinion, the borrower may be unable to meet contractual payments. When interest accrual is discontinued,
all unpaid accrued interest is reversed. Interest receipts on nonaccrual and impaired loans are recognized as interest revenue or applied to principal when management believes the ultimate collectibility of principal is in doubt.

Discounts and premiums on purchased loans are recognized in interest income using the interest method over the remaining period to contractual maturity,
adjusted for prepayments. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment to the yield of the related loan over the loans period to maturity. Loans originated and intended for sale are
carried at the lower of cost or estimated market value in the aggregate.



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|ESB Financial Corporation |  | 36 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|1. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

Impaired loans are commercial and commercial real estate loans for which it is probable the Company will not be able to collect all amounts due according
to the contractual terms of the loan agreement. The Company individually evaluates such loans for impairment and does not aggregate loans by major risk classifications. The definition of impaired loans is not the same as the definition of nonaccrual
loans, although the two categories overlap. The Company may choose to place a loan on nonaccrual status due to payment delinquency or uncertain collectibility, while not classifying the loan as impaired. Factors considered by management in
determining impairment include payment status and collateral value. The amount of impairment for these types of impaired loans is determined by the difference between the present value of the expected cash flows related to the loan, using current
interest rates, and its recorded value, or, as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loans. When foreclosure is probable, impairment is
measured based on the fair value of the collateral.

Mortgage loans on one-to four family properties and all consumer loans are large groups
of smaller balance homogeneous loans and are measured for impairment collectively. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired. Management determines the
significance of payment delays on a case-by-case basis, taking into consideration all circumstances surrounding the loan and the borrower including the length of the delay, the borrowers prior payment record and the amount of shortfall in relation
to the principal and interest owed.

The allowance for loan losses is maintained at a level believed to be adequate by management to absorb
probable losses inherent in the portfolio and is based on the size and current risk characteristics of the loan portfolio, an assessment of individual problem loans and actual loss experience, current economic events in specific industries and other
pertinent factors such as regulatory guidance and general economic conditions. Determination of the allowance is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired
loans, estimated losses on pools of homogeneous loans based on historical loss experience and consideration of current economic trends, all of which may be susceptible to significant change. Loan losses are charged off against the allowance, while
recoveries of amounts previously charged off are credited to the allowance. A provision for loan losses is charged to operations based on managements periodic evaluation of the factors previously mentioned, as well as other pertinent factors.
Evaluations are conducted quarterly, during which loans may be charged off upon reaching various stages of delinquency and depending upon the loan type. The components of the allowance for loan losses represent an estimation pursuant to FAS
No. 5, Accounting for Contingencies or FAS No. 114, Accounting by Creditors for Impairment of a Loan.

Real Estate Acquired Through Foreclosure

Real estate properties acquired through foreclosure are initially recorded
at the lower of cost or fair value at the date of foreclosure, establishing a new cost basis. After foreclosure, management periodically performs valuations and the real estate is carried at the lower of cost or fair value less estimated costs to
sell. Revenue and expenses from operations of the properties, gains and losses on sales and additions to the valuation allowance are included in operating results.

Premises and Equipment

Land is carried at cost. Premises, furniture and equipment, and
leasehold improvements are carried at cost less accumulated depreciation or amortization. Depreciation is calculated on a straight-line basis over the



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|ESB Financial Corporation |  | 37 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|1. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

estimated useful lives of the related assets, which are twenty-five to fifty years for buildings and three to ten years for furniture and equipment. Amortization of leasehold improvements is computed using the
straight-line method over the term of the related lease.

Goodwill and Intangible Assets

Goodwill consisted of $41.6 million at December 31, 2006 and 2005, respectively. The Company adopted the provisions of FAS No. 142, under which
the Company ceased amortizing goodwill and instead evaluates goodwill for impairment. This impairment assessment is performed at least annually. The fair value of the Company and the implied fair value of goodwill at the respective reporting unit
level was estimated as of October 31, 2006 using the market value approach, utilizing industry comparable information. The Company concluded that the recorded value of goodwill was not impaired as a result of the evaluation. Core deposit
intangible was $3.1 million and $3.9 million at December 31, 2006 and 2005, respectively. The core deposit intangible assets are amortized on a sum of the years digit basis over the estimated useful life, generally up to ten years.
Amortization of finite lived assets is expected to total, $715,000, $601,000, $494,000, $413,000, $332,000 and $515,000 for the years 2007, 2008, 2009, 2010, 2011 and thereafter, respectively.

Mortgage Servicing Assets

The
servicing asset recorded in connection with the whole loan sale and securitization of a portion of the Companys 1- 4 family residential mortgage loan portfolio during 2002 was $1.2 million. At December 31, 2006, the remaining balance and
fair value of the servicing asset was $137,000, which is recorded in other assets. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment of servicing assets is based on fair value of
those assets, estimated using discounted cash flows and prepayment assumptions for the market area of the servicing portfolio. For purposes of measuring impairment, the servicing asset is stratified based on interest rate. The amount of impairment
recognized is the amount by which the capitalized servicing asset for a stratum exceeds the fair value of that stratum. There was no impairment valuation at December 31, 2006 and 2005, respectively. The amortization taken on the servicing asset
for the year ended December 31, 2006 and 2005 was $37,000 and $51,000, respectively. The Company had a recovery of impairment valuations during 2005 of $35,000. The Company had total loans serviced for others of $25.2 million, $30.0 million and
$38.7 million at December 31, 2006, 2005 and 2004, respectively.

Income Taxes

Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or
liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Financial Instruments

Statement of Financial Accounting Standards No. 133 (FAS No. 133), Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted, establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by FAS No. 133, the Company records all derivatives on the consolidated statement of financial condition at fair
value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm
commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are
considered cash flow hedges.



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|ESB Financial Corporation |  | 38 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|1. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges,
the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the
ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging
instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings.

The Companys objective in using derivatives is to add stability to net interest income and to manage its exposure to interest rate movements or
other identified risks. To accomplish this objective, the Company primarily uses interest rate caps as part of its cash flow hedging strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable rate amounts over
the life of the agreement if the LIBOR interest rate increases above a certain rate. During 2006, such derivatives were used to hedge the variable cash flows associated with $50.0 million of existing variable-rate debt.

In the event the Company terminates a derivative designated as a cash flow hedge, the treatment of the gain or loss on the derivative on the termination
date depends on the probability of the hedged forecasted transactions occurring. If the forecasted transactions are probable of not occurring, the gain or loss on the termination of the derivative is recognized immediately in earnings. Otherwise,
the gain or loss is reclassified out of other comprehensive income into earnings as the forecasted transactions occur.

If the hedged item
in a cash flow hedge fails to occur or is probable of not occurring, cash flow hedge accounting is no longer applied to that hedging relationship and amounts classified in other comprehensive income are reclassified to earnings immediately. All
future changes in the fair value of the derivative will be classified in earnings until the derivative matures or is re-designated in a new hedging relationship.

As of December 31, 2006, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Company does not use derivatives for trading or speculative
purposes and currently does not have any derivatives that are not designated as hedges.

At December 31, 2006 and 2005, derivatives
with a fair value of $286,000 and $381,000, respectively, were included in other assets. The change in unrealized losses of $95,000 in 2006 for derivatives designated as cash flow hedges is separately disclosed, net of tax, in other comprehensive
income in Note 11. No hedge ineffectiveness on cash flow hedges was recognized during 2006 or 2005.

Amounts reported in accumulated other
comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Companys variable-rate debt. During 2006, approximately $285,000 was reclassified from other comprehensive income to
interest expense. The Company estimates that during 2007, $438,000 will be reclassified from other comprehensive income to interest expense.

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (FASB) issued No. 123R (FAS
No. 123R), Share-Based Paymentwhich revised FAS No. 123, Accounting for Stock-Based Compensation,and superseded Accounting Principles Bulletin (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB
25) and related interpretations. FAS No. 123R requires the grant-date fair value of all



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|ESB Financial Corporation |  | 39 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|1. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

share-based payment awards that are expected to vest, including employee share options to be recognized as employee compensation expense over the
requisite service period. The Company adopted FAS No. 123R on January 1, 2006 and applied the modified prospective transition method. Under this transition method, the Company (1) did not restate any prior periods and (2) are
recognizing compensation expense for all share-based payment awards that were outstanding, but not yet vested, as of January 1, 2006, based upon the same estimated grant-date fair values and service periods used to prepare FAS No. 123
pro-forma disclosures.

Prior to adopting FAS No. 123R, the Company accounted for share-based payment awards using the intrinsic value
method of APB 25 and related interpretations. Under APB 25, the Company did not record compensation expense for employee share options, unless the awards were modified, because the share options were granted with exercise prices equal to or greater
that the fair value of our stock on the date of the grant. The following table illustrates the effect on reported net income and earnings per share applicable to common shareholders for the years ended December 31, 2005 and 2004, had we
accounted for our share-based compensation plans using the fair value method of FAS No. 123:



|                                                 |  |      |       |   |      |   |       |  
|------------------------------------------------ |  | ---- | ----- | - | ---- | - | ----- | -
|(Dollar amounts in thousands, except share data) |  | 2005 |       |   | 2004 |  
|Net income, as reported                          |  | $    | 9,179 |   |      | $ | 9,990 |  
|Compensation expense, under FAS 123, net of tax  |  |      | (194  | ) |      |   | (218  | )
|                                                 |  |      |       |   |      |   |       |  
|Net Income                                       |  |      | 8,985 |   |      |   | 9,772 |  
|                                                 |  |     
|Basic net income per share, as reported          |  | $    | 0.73  |   |      | $ | 0.98  |  
|Pro-Forma basic net income per share             |  | $    | 0.71  |   |      | $ | 0.96  |  
|                                                 |  |     
|Diluted net income per share, as reported        |  | $    | 0.71  |   |      | $ | 0.94  |  
|Pro-Forma diluted net income per share           |  | $    | 0.70  |   |      | $ | 0.92  |  
|                                                 |  |      |       |   |      |   |       |  

During the year ended December 31, 2006, the Company recorded $61,000 in compensation expense
and a tax benefit of $7,000 related to our share-based compensation awards. As of December 31, 2006, there was approximately $218,000 of unrecognized compensation cost related to unvested share-based compensation awards granted. That cost is
expected to be recognized over the next four years.

FAS 123R requires that the cash flows from the tax benefits resulting from tax
deductions in excess of the compensation cost recognized for stock-based awards (excess tax benefits) be classified as financing cash flows. Prior to the adoption of FAS 123R, such excess tax benefits were presented as operating cash flows.
Accordingly, $45,000 in excess tax benefits has been classified as a financing cash inflow for the year ended December 31, 2006 in the Consolidated Statement of Cash Flows. Such excess tax benefits amounted to $98,000 and $218,000 for the years
ended December 31, 2005 and 2004, respectively and are included in operating cash flows.

For purposes of computing pro forma results,
the Company estimated the fair values of stock options using the Black-Scholes option-pricing model. The model requires the use of subjective assumptions that can materially affect fair value estimates. Therefore, the pro forma results are estimates
of results of operations as if compensation expense had been recognized for the stock option plans. The fair value of each option is amortized into compensation expense on a straight line basis between the grant date for the



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|ESB Financial Corporation |  | 40 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|1. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

option and each vesting date. The fair value of each stock option granted was estimated using the following weighted-average assumptions:



|                                  |  |       |   |  |       |   |  |       |  
|--------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                                  |  | 2006  |   |  | 2005  |   |  | 2004  |  
|Assumptions                       |  |       |   |  |       |   |  |       |  
|Volatility                        |  | 34.85 | % |  | 22.00 | % |  | 24.20 | %
|Interest Rates                    |  | 4.70  | % |  | 4.98  | % |  | 3.74  | %
|Dividend Yields                   |  | 3.72  | % |  | 3.38  | % |  | 2.75  | %
|Weighted Average Life ( in years) |  | 5.4   |   |  | 5.6   |   |  | 5.8   |  

The weighted average fair value of each stock option granted for 2006, 2005 and 2004 was $2.93,
$2.92 and $3.67, respectively. The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004, was $179,000, $362,000 and $497,000, respectively

Net Income Per Share

The
following table summarizes the Companys net income per share for the years ended December 31:



|                                                        |  |      |        |      |   |        |  |   |       
|------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------
|(Amounts in thousands, except per share data)           |  | 2006 |        | 2005 |   | 2004  
|Net income                                              |  | $    | 10,616 |      | $ | 9,179  |  | $ | 9,990 
|Weighted-average common shares outstanding              |  |      | 12,670 |      |   | 12,599 |  |   | 10,192
|                                                        |  |      |        |      |   |        |  |   |       
|Basic earnings per share                                |  | $    | 0.84   |      | $ | 0.73   |  | $ | 0.98  
|                                                        |  |      |        |      |   |        |  |   |       
|Weighted-average common shares outstanding              |  |      | 12,670 |      |   | 12,599 |  |   | 10,192
|Common stock equivalents due to effect of stock options |  |      | 180    |      |   | 255    |  |   | 383   
|                                                        |  |      |        |      |   |        |  |   |       
|Total weighted-average common shares and equivalents    |  |      | 12,850 |      |   | 12,854 |  |   | 10,575
|                                                        |  |      |        |      |   |        |  |   |       
|Diluted earnings per share                              |  | $    | 0.83   |      | $ | 0.71   |  | $ | 0.94  
|                                                        |  |      |        |      |   |        |  |   |       

The unallocated shares controlled by the ESOP of 320,723 and 410,449 at December 31, 2006 and
December 31, 2005, respectively, are not considered in the weighted average shares outstanding until the shares are committed for allocation to an employees individual account. Options to purchase 88,910 shares of common stock at a
weighted average exercise price of $15.35 per share expiring November 2013, 89,790 shares at common stock at a weighted average exercise price of $14.50 per share expiring November 2014, 82,300 shares of common stock at a weighted average exercise
price of $12.20 per share expiring June 2015 and 17,760 shares of common stock at a weighted average exercise price of $12.40 per share expiring June 2015 were outstanding as of December 31, 2006 but were not included in the computation of
diluted earnings per share for 2006 because the options exercise price was greater than the average market price of the common shares. Options to purchase 89,660 shares of common stock at a weighted average exercise price of $15.35 per share
expiring November 2013, 90,120 shares of common stock at a weighted average exercise price of $14.50 per share expiring November 2014, 82,300 shares at a weighted average exercise price of $12.20 per share expiring June 2015 and 17,960 shares at a
weighted average exercise price of $12.40 per share expiring June 2015 were outstanding as of December 31, 2005 but were not included in the computation of diluted earnings per share for 2005 because the options exercise price was greater
than the average market price of the common shares. Options to purchase 94,310 shares of common stock at a weighted average exercise price of $15.35 per share of common stock expiring November 2013 and 90,220 at a weighted average exercise price of
$14.50 per



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|ESB Financial Corporation |  | 41 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|1. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

share of common stock expiring November 2014, were outstanding as of December 31, 2004 but were not included in the computation of diluted earnings per share for 2004 because the options exercise price was
greater than the average market price of the common shares.

Effect of Recent Accounting and Regulatory Pronouncements

In February 2006, FASB issued Statement of FAS No. 155, Accounting for Certain Hybrid Instruments, as an amendment of FASB
Statements No. 133 and 140. FAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the
whole instrument on a fair value basis. This statement is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006. The adoption of this standard
is not expected to have a material effect on the Companys results of operations or financial position.

In March 2006, the FASB issued
FAS No. 156, Accounting for Servicing of Financial Assets. This statement, which is an amendment to FAS No. 140, will simplify the accounting for servicing assets and liabilities, such as those common with mortgage securitization
activities. Specifically, FAS No. 156 addresses the recognition and measurement of separately recognized servicing assets and liabilities and provides an approach to simplify efforts to obtain hedge-like (offset) accounting. FAS No. 156
also clarifies when an obligation to service financial assets should be separately recognized as a servicing asset or a servicing liability; requires that a separately recognized servicing asset or servicing liability be initially measured at fair
value, if practicable; and permits an entity with a separately recognized servicing asset or servicing liability to choose either of the amortization or fair value methods for subsequent measurement. The provisions of FAS No. 156 are effective
as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

In September 2006, the FASB issued FAS No. 157, Fair Value Measurements, which provides enhanced guidance for using fair value to measure
assets and liabilities. The standard applies whenever other standards require or permit assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. FAS No. 157 is effective
for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the
Companys results of operations or financial position.

In June 2006, the FASB issued FASB Interpretation No. 48 (FIN
48), Accounting for Uncertainty in Income Taxes. FIN 48 is an interpretation of FAS No. 109, Accounting for Income Taxes, and it seeks to reduce the diversity in practice associated with certain aspects of measurement and
recognition in accounting for income taxes. This Interpretation clarifies that management is expected to evaluate an income tax position taken or expected to be taken for likelihood of realization before recording any amounts for such position in
the financial statement. FIN 48 also requires expanded disclosure with respect to income tax positions taken that are not certain to be realized. This Interpretation is effective for fiscal years beginning after December 15, 2006, and will
require management to evaluate every open tax position that exists in every jurisdiction on the date of initial adoption. The Company is currently evaluating the impact the adoption of the standard will have on the Companys results of
operations.

In September 2006, the FASB reached consensus on the guidance provided by Emerging Issues Task Force Issue 06-4 (EITF
06-4), Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. The guidance is applicable to endorsement split-dollar life insurance arrangements, whereby the
employer owns and controls the



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---

insurance policy, that are associated with a postretirement benefit. EITF 06-4 requires that for a
split-dollar life insurance arrangement within the scope of the issue, an employer should recognize a liability

Notes to Consolidated Financial
Statements(continued)



|1. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

for future benefits in accordance with FAS No. 106 (if, in substance, a postretirement benefit plan exists) or Accounting Principles Board Opinion No. 12 (if the arrangement is, in substance, an individual
deferred compensation contract) based on the substantive agreement with the employee. EITF 06-4 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact the adoption of the standard will
have on the Companys results of operations or financial condition.

In September 2006, the FASB reached consensus on the guidance
provided EITF 06-5, Accounting for Purchases of Life InsuranceDetermining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life Insurance. EITF 06-5 states that a
policyholder should consider any additional amounts included in the contractual terms of the insurance policy other than the cash surrender value in determining the amount that could be realized under the insurance contract. EITF 06-5 also states
that a policyholder should determine the amount that could be realized under the life insurance contract assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). EITF 06-5 is effective
for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact the adoption of the standard will have on the Companys results of operations or financial condition.

In September 2006, the FASB issued FAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment
of FASB Statements No. 87, 88, 106 and 132(R). FAS No. 158 requires that a company recognize the overfunded or underfunded status of its defined benefit post retirement plans (other than multiemployer plans) as an asset or liability in its
statement of financial position and that it recognize changes in the funded status in the year in which the changes occur through other comprehensive income. FAS No. 158 also requires the measurement of defined benefit plan assets and
obligations as of the fiscal year-end, in addition to footnote disclosures. On December 31, 2006, the Company adopted FAS No. 158, except for the measurement provisions, which are effective for fiscal years ending after December 15,
2008. The adoption of this standard did not have a material effect on the Companys results of operations or financial position.



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|ESB Financial Corporation |  | 43 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|2. | Securities
|-- | ----------

The following table summarizes the
Companys securities as of December 31:



|                              |  |                |           |                  |   |                   |  |   |            |   |  |   |          
|----------------------------- |  | -------------- | --------- | ---------------- | - | ----------------- |  | - | ---------- | - |  | - | ---------
|(Dollar amounts in thousands) |  | Amortized cost |           | Unrealized gains |   | Unrealized losses |  |   | Fair value
|December 31, 2006:            |  |                |           |                  |   |                   |  |   |            |   |  |   |          
|Trust Preferred securities    |  | $              | 500       |                  | $ |                  |  | $ | (3         | ) |  | $ | 497      
|Municipal securities          |  |                | 109,817   |                  |   | 4,094             |  |   | (13        | ) |  |   | 113,898  
|Equity securities             |  |                | 1,555     |                  |   | 542               |  |   | (8         | ) |  |   | 2,089    
|Corporate bonds               |  |                | 65,097    |                  |   | 131               |  |   | (1,294     | ) |  |   | 63,934   
|Mortgage-backed securities    |  |                | 973,586   |                  |   | 2,503             |  |   | (12,583    | ) |  |   | 963,506  
|                              |  |                |           |                  |   |                   |  |   |            |   |  |   |          
|                              |  | $              | 1,150,555 |                  | $ | 7,270             |  | $ | (13,901    | ) |  | $ | 1,143,924
|                              |  |                |           |                  |   |                   |  |   |            |   |  |   |          
|December 31, 2005:            |  |                |           |                  |   |                   |  |   |            |   |  |   |          
|Trust Preferred securities    |  | $              | 500       |                  | $ |                  |  | $ | (57        | ) |  | $ | 443      
|Municipal securities          |  |                | 113,403   |                  |   | 5,273             |  |   | (11        | ) |  |   | 118,665  
|Equity securities             |  |                | 1,554     |                  |   | 362               |  |   | (6         | ) |  |   | 1,910    
|Corporate bonds               |  |                | 85,168    |                  |   | 372               |  |   | (1,575     | ) |  |   | 83,965   
|Mortgage-backed securities    |  |                | 923,472   |                  |   | 2,399             |  |   | (13,791    | ) |  |   | 912,080  
|                              |  |                |           |                  |   |                   |  |   |            |   |  |   |          
|                              |  | $              | 1,124,097 |                  | $ | 8,406             |  | $ | (15,440    | ) |  | $ | 1,117,063
|                              |  |                |           |                  |   |                   |  |   |            |   |  |   |          



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|ESB Financial Corporation |  | 44 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|2. | Securities(continued)
|-- | ---------------------

The
proceeds from the sale of securities as of December 31, 2006, 2005 and 2004 were $73.9 million, $212.8 million and $9.6 million, respectively. Gross realized gains and gross realized losses on sales of securities available for sale were $1.7
million and $1.2 million, respectively in 2006, $1.1 million and $4.0 million, respectively in 2005 and $943,000 and $0, respectively in 2004. In addition impairment charges on available for sale securities of $44,000 were recorded for the year
ended 2005, on equity securities that were deemed to be other-than-temporarily impaired, no impairment charges were taken in years ended December 31, 2006 or 2004.

At December 31, 2006 and 2005 the Company did not have any corporate bonds whose book value exceeded 10% of equity.

The following table shows the Companys investments gross unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous
unrealized loss position, at December 31, 2006:

As of December 31, 2006



|                              |  |                     |  |                   |        |                   |   |                 |  |            |  |                   |         |                 |   |            |  |                   |  |   |         |  |   |       
|----------------------------- |  | ------------------- |  | ----------------- | ------ | ----------------- | - | --------------- |  | ---------- |  | ----------------- | ------- | --------------- | - | ---------- |  | ----------------- |  | - | ------- |  | - | ------
|                              |  | Less than 12 Months |  | 12 Months or more |        | Total            
|(Dollar amounts in thousands) |  | # of Securities     |  | Fair Value        |        | Unrealized losses |   | # of Securities |  | Fair Value |  | Unrealized losses |         | # of Securities |   | Fair Value |  | Unrealized losses
|Trust Preferred Securities    |  |                    |  | $                 |       |                   | $ |                |  | 1          |  | $                 | 497     |                 | $ | 3          |  | 1                 |  | $ | 497     |  | $ | 3     
|Municipal securities          |  | 3                   |  |                   | 2,424  |                   |   | 5               |  | 2          |  |                   | 1,507   |                 |   | 8          |  | 5                 |  |   | 3,931   |  |   | 13    
|Equity Securities             |  |                    |  |                   |       |                   |   |                |  | 1          |  |                   | 197     |                 |   | 8          |  | 1                 |  |   | 197     |  |   | 8     
|Corporate bonds               |  | 1                   |  |                   | 2,500  |                   |   |                |  | 8          |  |                   | 42,536  |                 |   | 1,294      |  | 9                 |  |   | 45,036  |  |   | 1,294 
|Mortgage-backed securities    |  | 22                  |  |                   | 70,457 |                   |   | 184             |  | 172        |  |                   | 572,807 |                 |   | 12,399     |  | 194               |  |   | 643,264 |  |   | 12,583
|                              |  |                     |  |                   |        |                   |   |                 |  |            |  |                   |         |                 |   |            |  |                   |  |   |         |  |   |       
|                              |  | 26                  |  | $                 | 75,381 |                   | $ | 189             |  | 184        |  | $                 | 617,544 |                 | $ | 13,712     |  | 210               |  | $ | 692,925 |  | $ | 13,901
|                              |  |                     |  |                   |        |                   |   |                 |  |            |  |                   |         |                 |   |            |  |                   |  |   |         |  |   |       

The following table shows the Companys investments gross unrealized losses and fair
value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2005:

As of December 31, 2005



|                              |  |                     |  |                   |         |                   |   |                 |  |            |  |                   |         |                 |   |            |  |                   |  |   |         |  |   |       
|----------------------------- |  | ------------------- |  | ----------------- | ------- | ----------------- | - | --------------- |  | ---------- |  | ----------------- | ------- | --------------- | - | ---------- |  | ----------------- |  | - | ------- |  | - | ------
|                              |  | Less than 12 Months |  | 12 Months or more |         | Total            
|(Dollar amounts in thousands) |  | # of Securities     |  | Fair Value        |         | Unrealized losses |   | # of Securities |  | Fair Value |  | Unrealized losses |         | # of Securities |   | Fair Value |  | Unrealized losses
|Trust Preferred Securities    |  |                    |  | $                 |        |                   |   |                |  | 1          |  | $                 | 443     |                 | $ | 57         |  | 1                 |  | $ | 443     |  | $ | 57    
|Municipal securities          |  |                    |  |                   |        |                   |   |                |  | 3          |  |                   | 1,842   |                 |   | 11         |  | 3                 |  |   | 1,842   |  |   | 11    
|Equity Securities             |  | 2                   |  |                   | 345     |                   |   | 6               |  |           |  |                   |        |                 |   |           |  | 2                 |  |   | 345     |  |   | 6     
|Corporate bonds               |  | 2                   |  |                   | 5,987   |                   |   | 19              |  | 8          |  |                   | 42,261  |                 |   | 1,556      |  | 10                |  |   | 48,248  |  |   | 1,575 
|Mortgage-backed securities    |  | 123                 |  |                   | 482,640 |                   |   | 7,057           |  | 66         |  |                   | 238,397 |                 |   | 6,734      |  | 189               |  |   | 721,037 |  |   | 13,791
|                              |  |                     |  |                   |         |                   |   |                 |  |            |  |                   |         |                 |   |            |  |                   |  |   |         |  |   |       
|                              |  | 127                 |  | $                 | 488,972 |                   | $ | 7,082           |  | 78         |  | $                 | 282,943 |                 | $ | 8,358      |  | 205               |  | $ | 771,915 |  | $ | 15,440
|                              |  |                     |  |                   |         |                   |   |                 |  |            |  |                   |         |                 |   |            |  |                   |  |   |         |  |   |       



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 45 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|2. | Securities(continued)
|-- | ---------------------

The
Company primarily invests in mortgage-backed securities, variable and fixed rate corporate bonds, municipal bonds, government bonds and to a lesser extent equity securities. The policy of the Company is to recognize an other than temporary
impairment on equity securities where the fair value has been significantly below cost for three consecutive quarters. Declines in the fair value of the corporate bonds that can be attributed to specific adverse conditions affecting the credit
quality of the investment would be recorded as other than temporary impairment losses, and charged to earnings. In order to determine if a decline in fair value is other than temporary, the Company reviews corporate ratings of the investment,
analyst reports and SEC filings of the issuers. For fixed maturity investments with unrealized losses due to interest rates where the Company has the positive intent and ability to hold the investment for a period of time sufficient to allow a
market recovery, declines in value below cost are not assumed to be other than temporary. The Company reviews its position quarterly and has asserted that at December 31, 2006, the declines outlined in the above table represent temporary
declines due to changes in interest rates and are not reflections of an impairment in the credit quality of the securities, additionally, the Company does have the intent and ability to hold those securities either to maturity or to allow a market
recovery.

The following table summarizes scheduled maturities of the Companys securities as of December 31, 2006, excluding
equity securities which have no maturity dates:



|                                |  |                        |   |  |                |           |            |   |          
|------------------------------- |  | ---------------------- | - |  | -------------- | --------- | ---------- | - | ---------
|                                |  | Available for sale    
|(Dollar amounts in thousands)   |  | Weighted Average Yield |   |  | Amortized cost |           | Fair value
|Due in one year or less         |  | 5.19                   | % |  | $              | 4,517     |            | $ | 4,517    
|Due from one year to five years |  | 5.97                   | % |  |                | 12,795    |            |   | 12,442   
|Due from five to ten years      |  | 4.66                   | % |  |                | 27,743    |            |   | 28,274   
|Due after ten years             |  | 5.12                   | % |  |                | 1,103,954 |            |   | 1,096,602
|                                |  |                        |   |  |                |           |            |   |          
|                                |  | 5.11                   | % |  | $              | 1,149,009 |            | $ | 1,141,835
|                                |  |                        |   |  |                |           |            |   |          

For purposes of the maturity table, mortgage-backed securities, which are not due at a single
maturity date, have been allocated over maturity groupings based on weighted-average contractual maturities of underlying collateral. The mortgage-backed securities may mature earlier than their weighted-average contractual maturities because of
principal prepayments.

Securities, with carrying values of $61.0 million and $64.8 million as of December 31, 2006 and 2005,
respectively, were pledged to secure public deposits and for other purposes required or permitted by law.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 46 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|3. | Loans Receivable
|-- | ----------------

The following table summarizes
the Companys loans receivable as of December 31:



|                                     |  |      |         |   |      |   |         |  
|------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|(Dollar amounts in thousands)        |  | 2006 |         |   | 2005 |  
|Mortgage loans:                      |  |      |         |   |      |   |         |  
|Residential - single family          |  | $    | 281,017 |   |      | $ | 230,805 |  
|Residential - multi family           |  |      | 34,382  |   |      |   | 36,401  |  
|Commercial real estate               |  |      | 82,019  |   |      |   | 69,453  |  
|Construction                         |  |      | 58,504  |   |      |   | 71,848  |  
|                                     |  |      |         |   |      |   |         |  
|Subtotal mortgage loans              |  |      | 455,922 |   |      |   | 408,507 |  
|                                     |  |     
|Other loans:                         |  |      |         |   |      |   |         |  
|Consumer loans                       |  |      |         |   |      |   |         |  
|Home equity loans                    |  |      | 66,977  |   |      |   | 64,175  |  
|Dealer auto and RV loans             |  |      | 52,449  |   |      |   | 54,507  |  
|Other loans                          |  |      | 12,987  |   |      |   | 17,614  |  
|Commercial business                  |  |      | 20,620  |   |      |   | 23,527  |  
|                                     |  |      |         |   |      |   |         |  
|Subtotal other loans                 |  |      | 153,033 |   |      |   | 159,823 |  
|                                     |  |      |         |   |      |   |         |  
|Total Loans Receivable               |  |      | 608,955 |   |      |   | 568,330 |  
|                                     |  |     
|Less:                                |  |      |         |   |      |   |         |  
|Allowance for loan losses            |  |      | 5,113   |   |      |   | 4,864   |  
|Deferred loan fees and net discounts |  |      | (2,709  | ) |      |   | (2,715  | )
|Loans in process                     |  |      | 16,909  |   |      |   | 25,904  |  
|                                     |  |      |         |   |      |   |         |  
|Net Loans Receivable                 |  | $    | 589,642 |   |      | $ | 540,277 |  
|                                     |  |      |         |   |      |   |         |  
|Loans held for sale                  |  |      |         |   |      |   |         |  
|                                     |  |     
|Mortgage loans:                      |  |      |         |   |      |   |         |  
|Residential - single family          |  | $    | 190     |   |      | $ |        |  
|                                     |  |      |         |   |      |   |         |  

Non-performing loans, which include non-accrual loans and troubled debt restructuring, were $3.0
million and $3.8 million at December 31, 2006 and 2005, respectively.

For non-performing loans, the interest income that would have
been recorded under the original terms of such loans and the interest income actually recognized for the years ended December 31 are summarized below:



|                                              |  |      |     |      |   |      |  |   |    
|--------------------------------------------- |  | ---- | --- | ---- | - | ---- |  | - | ---
|(Dollar amounts in thousands)                 |  | 2006 |     | 2005 |   | 2004
|Interest income that would have been recorded |  | $    | 236 |      | $ | 355  |  | $ | 153
|Interest income recognized                    |  |      | 113 |      |   | 193  |  |   | 68 
|                                              |  |      |     |      |   |      |  |   |    
|Interest income foregone                      |  | $    | 123 |      | $ | 162  |  | $ | 85 
|                                              |  |      |     |      |   |      |  |   |    



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 47 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|3. | Loans Receivable(continued)
|-- | ---------------------------

The Company is not committed to lend additional funds to debtors whose loans are on non-accrual status.

The following is a summary
of the changes in the allowance for loan losses:



|                                  |  |        |        |  
|--------------------------------- |  | ------ | ------ | -
|(Dollar amounts in thousands)     |  | Totals |       
|Balance, December 31, 2003        |  | $      | 4,062  |  
|Provision for loan losses         |  |        | 206    |  
|Charge offs                       |  |        | (384   | )
|Recoveries                        |  |        | 56     |  
|                                  |  |        |        |  
|Balance, December 31, 2004        |  |        | 3,940  |  
|Allowance for loan losses of PHSB |  |        | 1,406  |  
|Provision for loan losses         |  |        | 568    |  
|Charge offs                       |  |        | (1,151 | )
|Recoveries                        |  |        | 101    |  
|                                  |  |        |        |  
|Balance, December 31, 2005        |  |        | 4,864  |  
|Provision for loan losses         |  |        | 1,113  |  
|Charge offs                       |  |        | (1,022 | )
|Recoveries                        |  |        | 158    |  
|                                  |  |        |        |  
|Balance, December 31, 2006        |  | $      | 5,113  |  
|                                  |  |        |        |  

The following table is a summary of the loans considered to be impaired as of December 31:



|                                              |  |      |       |      |   |       |  |   |      
|--------------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | -----
|(Dollar amounts in thousands)                 |  | 2006 |       | 2005 |   | 2004 
|Impaired loans with an allocated allowance    |  | $    | 670   |      | $ | 1,479 |  | $ | 1,131
|Impaired loans without an allocated allowance |  |      | 365   |      |   | 175   |  |   |     
|                                              |  |      |       |      |   |       |  |   |      
|Total impaired loans                          |  | $    | 1,035 |      | $ | 1,654 |  | $ | 1,131
|                                              |  |      |       |      |   |       |  |   |      
|Allocated allowance on impaired loans         |  | $    | 88    |      | $ | 105   |  | $ | 260  
|Portion of impaired loans on non-accrual      |  |      | 1,035 |      |   | 1,654 |  |   | 198  
|Average impaired loans                        |  |      | 1,409 |      |   | 1,420 |  |   | 960  
|Income recognized on impaired loans           |  |      | 56    |      |   | 86    |  |   | 52   

FAS No. 114 does not apply to large groups of smaller balance homogenous loans that are
collectively evaluated for impairment. The Company collectively reviews all residential real estate and consumer loans for impairment.

At
December 31, 2006 and 2005, the Company conducted its business through 23 offices in Allegheny, Beaver, Butler and Lawrence counties, Pennsylvania which also serves as its primary lending area. Management does not believe it has significant
concentrations of credit risk to any one group of borrowers given its underwriting and collateral requirements.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 48 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|4. | Investment Required by Regulation
|-- | ---------------------------------

The
Companys subsidiary bank is a member of the FHLB System. As a member, the Bank maintains an investment in the capital stock of the FHLB of Pittsburgh, at cost, in an amount not less than 1.0% of the unpaid principal balances of residential
mortgage loans, 0.3% of total assets or approximately 5.0% of outstanding advances, if any due to the FHLB, whichever is greater, as calculated periodically by the FHLB. Purchases and redemptions of FHLB stock are made directly with the FHLB at par.



|5. | Premises and Equipment
|-- | ----------------------

Premises and equipment at
December 31 are summarized by major classification as follows:



|                                               |  |      |        |      |   |       
|---------------------------------------------- |  | ---- | ------ | ---- | - | ------
|(Dollar amounts in thousands)                  |  | 2006 |        | 2005
|Land                                           |  | $    | 2,680  |      | $ | 2,236 
|Buildings and improvements                     |  |      | 14,764 |      |   | 14,453
|Leasehold improvements                         |  |      | 1,025  |      |   | 1,016 
|Furniture, fixtures and equipment              |  |      | 10,407 |      |   | 11,289
|                                               |  |      |        |      |   |       
|                                               |  |      | 28,876 |      |   | 28,994
|Less accumulated depreciation and amortization |  |      | 17,647 |      |   | 17,895
|                                               |  |      |        |      |   |       
|                                               |  | $    | 11,229 |      | $ | 11,099
|                                               |  |      |        |      |   |       

Depreciation expense for the years December 31, 2006, 2005 and 2004 were $1.0 million, $1.2
million and $1.0 million, respectively.

The Company is obligated under non-cancelable long term operating lease agreements for certain
branch offices. These lease agreements, each having renewal options and none expiring later than 2010, have approximate aggregate rentals of $164,842, $111,622, $101,622 and $36,937 for the years ended December 31, 2007, 2008, 2009 and 2010,
respectively. Rent expense for the years ended December 31, 2006, 2005 and 2004 was $169,000, $132,000 and $122,000, respectively.

As
of December 31, 2004, the Company closed its Springdale branch office. The property remained held for sale at December 31, 2005. The Company recognized impairments of $98,000 and $65,000 for the years ended December 31, 2005 and 2004,
to adjust the asset to its most recent fair market valuation. The Company acquired the former Rochester branch office in the PHSB acquisition. This property was held for sale at December 31, 2005. The Company recognized an impairment of $22,000
for the year ended December 31, 2005 to adjust the asset to its most recent fair market valuation. The net carrying value of the properties held for sale at December 31, 2005 was approximately $131,000. These properties were sold in 2006.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 49 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|6. | Deposits
|-- | --------

The following table summarizes the
Companys deposits as of December 31:



|                                               |  |        |         |   |       |   |        |   |         |  |       |  
|---------------------------------------------- |  | ------ | ------- | - | ----- | - | ------ | - | ------- |  | ----- | -
|(Dollar amounts in thousands) Type of accounts |  | 2006   |         |   | 2005  |  
|                                               |  | Amount |         | % |       |   | Amount |   | %       | 
|Noninterest-bearing deposits                   |  | $      | 54,906  |   | 6.7   | % |        | $ | 52,745  |  | 6.3   | %
|NOW account deposits                           |  |        | 82,204  |   | 10.0  | % |        |   | 84,134  |  | 10.1  | %
|Money Market deposits                          |  |        | 33,007  |   | 4.0   | % |        |   | 52,277  |  | 6.3   | %
|Passbook account deposits                      |  |        | 105,009 |   | 12.7  | % |        |   | 115,399 |  | 13.8  | %
|Time deposits                                  |  |        | 548,518 |   | 66.6  | % |        |   | 529,975 |  | 63.5  | %
|                                               |  |        |         |   |       |   |        |   |         |  |       |  
|                                               |  | $      | 823,644 |   | 100.0 | % |        | $ | 834,530 |  | 100.0 | %
|                                               |  |        |         |   |       |   |        |   |         |  |       |  
|Time deposits mature as follows:               |  |        |         |   |       |   |        |   |         |  |       |  
|                                               |  |        |         |  
|Within one year                                |  | $      | 430,405 |   | 52.2  | % |        | $ | 339,095 |  | 40.6  | %
|After one year through two years               |  |        | 75,719  |   | 9.2   | % |        |   | 130,118 |  | 15.6  | %
|After two years through three years            |  |        | 31,049  |   | 3.8   | % |        |   | 40,788  |  | 4.9   | %
|After three years through four years           |  |        | 5,695   |   | 0.7   | % |        |   | 9,903   |  | 1.2   | %
|After four years through five years            |  |        | 4,164   |   | 0.5   | % |        |   | 5,710   |  | 0.7   | %
|Thereafter                                     |  |        | 1,486   |   | 0.2   | % |        |   | 4,361   |  | 0.5   | %
|                                               |  |        |         |   |       |   |        |   |         |  |       |  
|                                               |  | $      | 548,518 |   | 66.6  | % |        | $ | 529,975 |  | 63.5  | %
|                                               |  |        |         |   |       |   |        |   |         |  |       |  

The Company had a total of $138.8 million and $132.0 million in time deposits of $100,000 or more
at December 31, 2006 and 2005, respectively.

Interest expense by type of deposit account for the year ended December 31 is as
follows:



|                              |  |      |        |      |   |        |  |   |       
|----------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------
|(Dollar amounts in thousands) |  | 2006 |        | 2005 |   | 2004  
|NOW account deposits          |  | $    | 752    |      | $ | 580    |  | $ | 272   
|Money Market deposits         |  |      | 215    |      |   | 309    |  |   | 270   
|Passbook account deposits     |  |      | 503    |      |   | 545    |  |   | 464   
|Time deposits                 |  |      | 21,882 |      |   | 15,812 |  |   | 9,829 
|                              |  |      |        |      |   |        |  |   |       
|                              |  | $    | 23,352 |      | $ | 17,246 |  | $ | 10,835
|                              |  |      |        |      |   |        |  |   |       



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 50 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements (continued)



|7. | Borrowed Funds
|-- | --------------

Borrowed funds, which include FHLB
advances, repurchase agreements, ESOP borrowings, corporate borrowings and treasury tax and loan notes payable, as of December 31 are summarized as follows:



|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|--------------------------------------- | --------------------- | ---- | - | ------ | - | --------------------- |  | ---- | ------ |  | - | -------
|(Dollar amounts in thousands)           |                       | 2006 |   | 2005  
|                                        | Weighted average rate |      |   | Amount |   | Weighted average rate |  |      | Amount
|FHLB advances:                          |                       |      |   |        |   |                       |  |      |        |  |   |        
|Due within 12 months                    |                       | 4.04 | % |        | $ | 269,361               |  | 3.81 | %      |  | $ | 276,814
|Due beyond 12 months but within 2 years |                       | 4.41 | % |        |   | 227,070               |  | 3.65 | %      |  |   | 209,307
|Due beyond 2 years but within 3 years   |                       | 5.24 | % |        |   | 181,750               |  | 4.16 | %      |  |   | 177,570
|Due beyond 3 years but within 4 years   |                       | 6.09 | % |        |   | 20,000                |  | 8.39 | %      |  |   | 180    
|Due beyond 4 years but within 5 years   |                       |     |   |        |   |                      |  | 6.09 | %      |  |   | 20,000 
|Due beyond 5 years                      |                       | 1.00 | % |        |   | 51                    |  | 4.05 | %      |  |   | 10,056 
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|                                        |                       |      |   |        | $ | 698,232               |  |      |        |  | $ | 693,927
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|Repurchase agreements:                  |                       |      |   |        |   |                       |  |      |        |  |   |        
|Due within 12 months                    |                       | 4.98 | % |        | $ | 67,000                |  | 4.11 | %      |  | $ | 37,000 
|Due beyond 12 months but within 2 years |                       | 4.77 | % |        |   | 70,000                |  | 4.01 | %      |  |   | 20,000 
|Due beyond 2 years but within 3 years   |                       | 5.16 | % |        |   | 50,000                |  | 4.55 | %      |  |   | 50,000 
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|                                        |                       |      |   |        | $ | 187,000               |  |      |        |  | $ | 107,000
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|Other borrowings:                       |                       |      |   |        |   |                       |  |      |        |  |   |        
|                                        |                       |      |   |       
|ESOP borrowings                         |                       |      |   |        |   |                       |  |      |        |  |   |        
|Due within 12 months                    |                       | 5.25 | % |        | $ | 945                   |  | 5.25 | %      |  | $ | 945    
|Due beyond 12 months but within 2 years |                       | 5.25 | % |        |   | 945                   |  | 5.25 | %      |  |   | 945    
|Due beyond 2 years but within 3 years   |                       | 5.25 | % |        |   | 945                   |  | 5.25 | %      |  |   | 945    
|Due beyond 3 years but within 4 years   |                       | 5.25 | % |        |   | 945                   |  | 5.25 | %      |  |   | 945    
|Due beyond 4 years but within 5 years   |                       |     |   |        |   |                      |  | 5.25 | %      |  |   | 945    
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|                                        |                       |      |   |        | $ | 3,780                 |  |      |        |  | $ | 4,725  
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|Corporate borrowings                    |                       |      |   |        |   |                       |  |      |        |  |   |        
|Due within 12 months                    |                       | 5.55 | % |        | $ | 1,500                 |  | 5.55 | %      |  | $ | 1,500  
|Due beyond 12 months but within 2 years |                       | 5.55 | % |        |   | 9,000                 |  | 5.55 | %      |  |   | 1,500  
|Due beyond 2 years but within 3 years   |                       |     |   |        |   |                      |  | 5.55 | %      |  |   | 9,000  
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|                                        |                       |      |   |        | $ | 10,500                |  |      |        |  | $ | 12,000 
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        
|Treasury tax and loan note payable      |                       | 5.04 | % |        | $ | 197                   |  | 4.25 | %      |  | $ | 221    
|                                        |                       |      |   |        |   |                       |  |      |        |  |   |        

Included in the $698.2 million of FHLB advances is approximately $45.0 million of convertible
select advances. These advances reset to the 3 month London Interbank Offer Rate (LIBOR) Index and have various spreads and call dates. At the reset date if the 3 month LIBOR plus the spread is lower than the contract rate on the advance, the
advance will remain at the contracted rate. The FHLB has the right to reprice any convertible select advance on its call date or quarterly thereafter. Should the rate adjust or the advance be called, the Company has the right to pay off the advance
without penalty. It has historically been the Companys position to pay off the advance and replace it with fixed-rate funding.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 51 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|7. | Borrowed Funds(continued)
|-- | -------------------------

FHLB
advances are secured by FHLB stock, qualifying residential mortgage loans and mortgage-backed securities to the extent that the fair value of such pledged collateral must be at least equal to the advances outstanding. At December 31, 2006 the
Company had a maximum borrowing capacity with the FHLB of $943.9 million, with $245.7 million available for use.

The Company enters into
sales of securities under agreements to repurchase. Such repurchase agreements are treated as borrowed funds. The dollar amount of the securities underlying the agreements remain in their respective asset accounts.

Repurchase agreements are collateralized by various securities that are either held in safekeeping at the FHLB or delivered to the dealer who arranged the
transaction, and the Company maintains control of these securities.

The fair value of such securities exceeded the amortized cost of the
securities sold under agreements to repurchase. The fair value of the securities as of December 31, 2006 was $202.3 million with an amortized cost of $205.0 million. The fair value of the securities as of December 31, 2005 was $127.3
million with an amortized cost of $157.9 million. The average maturity date of the mortgage backed securities sold under agreements to repurchase was greater than 90 days for the years ended December 31, 2006 and 2005.

As of December 31, 2006 and 2005 the Company had repurchase agreements outstanding with Citigroup of $167.0 million and Mellon of $20.0 million. As
of December 31, 2005, the Company had outstanding repurchase agreements with Citigroup of $97.0 million and with Morgan Stanley of $10.0 million.

As of December 31, 2006, the Company had repurchase agreements with Citigroup with $14.7 million at risk with a weighted average remaining maturity of 18 months and a repurchase agreement outstanding with Mellon
with $578,000 at risk with a weighted average remaining maturity of less than 3 months.

Borrowings under repurchase agreements averaged
$151.0 million, $79.5 million and $49.4 million during 2006, 2005 and 2004, respectively. The maximum amount outstanding at any month-end was $193.0 million, $107.0 million and $67.0 million during 2006, 2005 and 2004, respectively.

The Company, through ESB, has an agreement with the Federal Reserve Bank of Cleveland whereby ESB is an authorized treasury tax loan depository. Under the
terms of the note agreement, funds deposited to the Companys treasury tax and loan account (limited to $150,000 per deposit) accrue interest at a rate of approximately 0.25% below the overnight federal funds rate.



|8. | Junior Subordinated Notes
|-- | -------------------------

On April 10, 2003,
ESB Capital Trust II (Trust II), a statutory business trust established under Delaware law that is a subsidiary of the Company, issued $10.0 million variable rate preferred securities with a stated value and liquidation preference of $1,000 per
share. The Company purchased $310,000 of common securities of Trust II. The preferred securities reset quarterly to equal the LIBOR index plus 3.25%. Trust IIs obligations under the preferred securities issued are fully and unconditionally
guaranteed by the Company. The proceeds from the sale of the preferred securities and the common securities were utilized by the Trust II to invest in $10.3 million of variable rate subordinated debt of the Company. The subordinated debt is
unsecured and ranks subordinate and junior in right of payment to all indebtedness, liabilities and obligations of the Company. The subordinated debt primarily represents the sole assets of the Trust II. Interest on the preferred securities is
cumulative and payable quarterly in arrears. The Company has the right to optionally redeem the Subordinated Debt prior to the maturity date of April 24, 2033, on or after April 24, 2008, at the redemption price, plus accrued and unpaid
distributions, if any, at the redemption date. Under the occurrence of certain events, specifically, a tax event, investment company event or capital



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 52 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|8. | Junior Subordinated Notes(continued)
|-- | ------------------------------------

treatment event as more fully defined in the Indenture dated April 10, 2003, the Company may redeem in whole, but not in part, the subordinated debt at any time within 90 days following the occurrence of such event. Proceeds from any
redemption of the subordinated debt would cause a mandatory redemption of the preferred securities and the common securities having an aggregate liquidation amount equal to the principal amount of the subordinated debt redeemed. Unamortized deferred
debt issuance costs associated with the preferred securities amounted to $75,000 and $135,000 at December 31, 2006 and December 31, 2005, respectively, and are amortized on a level yield basis.

On December 17, 2003, ESB Statutory Trust (Trust III), a statutory business trust established under Delaware law that is a subsidiary of the Company,
issued $5.0 million variable rate preferred securities with a stated value and liquidation preference of $1,000 per share. The Company purchased $155,000 of common securities of Trust III. The preferred securities reset quarterly to equal the LIBOR
Index plus 2.95%. Trust IIIs obligations under the preferred securities issued are fully and unconditionally guaranteed by the Company. The proceeds from the sale of the preferred securities and the common securities were utilized by Trust III
to invest in $5.2 million of variable rate subordinated debt of the Company. The subordinated debt is unsecured and ranks subordinate and junior in right of payment to all indebtedness, liabilities and obligations of the Company. The subordinated
debt primarily represents the sole assets of Trust III. Interest on the preferred securities is cumulative and payable quarterly in arrears. The Company has the right to optionally redeem the subordinated debt prior to the maturity date of
December 17, 2033, on or after December 17, 2008, at the redemption price, plus accrued and unpaid distributions, if any, at the redemption date. Under the occurrence of certain events, specifically, a tax event, investment company event
or capital treatment event as more fully defined in the Indenture dated December 17, 2003, the Company may redeem in whole, but not in part, the subordinated debt at any time within 90 days following the occurrence of such event. Proceeds from
any redemption of the subordinated debt would cause a mandatory redemption of the preferred securities and the common securities having an aggregate liquidation amount equal to the principal amount of the subordinated debt redeemed. Unamortized
deferred debt issuance costs associated with the preferred securities amounted to $29,000 and $44,000 at December 31, 2006 and December 31, 2005, respectively, and are amortized on a level yield basis.

On February 10, 2005, ESB Capital Trust IV (Trust IV), a statutory business trust established under Delaware law that is a subsidiary of the Company,
issued $35.0 million fixed/variable rate preferred securities. The Company purchased $1.1 million of common securities of Trust IV. The preferred securities are fixed at a rate of 6.03% for six years and then are variable at three month LIBOR index
plus 1.82%. The preferred securities have a stated maturity of thirty years. Trust IVs obligations under the preferred securities issued are fully and unconditionally guaranteed by the Company. The proceeds from the sale of the preferred
securities and the common securities were utilized by Trust IV to invest in $36.1 million of fixed/variable rate subordinated debt of the Company. The subordinated debt is unsecured and ranks subordinate and junior in right of payment to all
indebtedness, liabilities and obligations of the Company. The subordinated debt primarily represents the sole assets of Trust IV. Interest on the preferred securities is cumulative and payable quarterly in arrears. The Company has the right to
optionally redeem the subordinated debt prior to the maturity date of February 10, 2035, on or after February 10, 2011, at the redemption price, which is equal to the liquidation amount, plus accrued and unpaid distributions, if any, at
the redemption date. Under the occurrence of certain events, specifically, a tax event, investment company event or capital treatment event as more fully defined in the Indenture dated February 10, 2005, the Company may redeem in whole, but not
in part, the subordinated debt at any time within 90 days following the occurrence of such event. Proceeds from any redemption of the subordinated debt would cause a mandatory redemption of the preferred securities and the common securities having
an aggregate liquidation amount equal to the principal amount of the subordinated debt redeemed. The Company did not have any deferred debt issuance costs associated with the preferred securities.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 53 |  | 2006 Annual Report



---

|9. | Income Taxes
|-- | ------------

The provision for income taxes for
the years ended December 31, is comprised of the following:



|                              |  |      |       |   |      |   |       |      |  |   |       |  
|----------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|(Dollar amounts in thousands) |  | 2006 |       |   | 2005 |   |       | 2004 | 
|Current expense:              |  |      |       |   |      |   |       |      |  |   |       |  
|Federal                       |  | $    | 1,815 |   |      | $ | 1,527 |      |  | $ | 2,036 |  
|State                         |  |      | 1     |   |      |   | 39    |      |  |   | 232   |  
|                              |  |      |       |   |      |   |       |      |  |   |       |  
|                              |  |      | 1,816 |   |      |   | 1,566 |      |  |   | 2,268 |  
|                              |  |      |      
|Deferred benefit:             |  |      |       |   |      |   |       |      |  |   |       |  
|Federal                       |  |      | (499  | ) |      |   | (756  | )    |  |   | (432  | )
|                              |  |      |       |   |      |   |       |      |  |   |       |  
|                              |  | $    | 1,317 |   |      | $ | 810   |      |  | $ | 1,836 |  
|                              |  |      |       |   |      |   |       |      |  |   |       |  

In addition to income taxes applicable to income before taxes in the consolidated statements of
operations, the following income tax amounts were recorded to stockholders equity during the years ended December 31:



|                                                                                                       |  |      |      |   |      |   |       |  |   |      
|------------------------------------------------------------------------------------------------------ |  | ---- | ---- | - | ---- | - | ----- |  | - | -----
|(Dollar amounts in thousands)                                                                          |  | 2006 |      |   | 2005 |   | 2004 
|Net (gain) loss on securities available for sale                                                       |  | $    | (137 | ) |      | $ | 5,594 |  | $ | 1,998
|Net loss on interest rate cap contracts                                                                |  |      | 32   |   |      |   |      |  |   |     
|Cumulative effect of change in accounting for post-retirement benefits                                 |  |      | 288  |   |      |   |      |  |   |     
|Compensation expense for tax purposes in excess of amounts recognized for financial statement purposes |  |      | 45   |   |      |   | 98    |  |   | 218  
|                                                                                                       |  |      |      |   |      |   |       |  |   |      
|                                                                                                       |  | $    | 228  |   |      | $ | 5,692 |  | $ | 2,216
|                                                                                                       |  |      |      |   |      |   |       |  |   |      



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 54 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|9. | Income Taxes(continued)
|-- | -----------------------

The
tax effects of temporary differences between the financial reporting basis and income tax basis of assets and liabilities that are included in the net deferred tax asset as of December 31 relate to the following:



|                                                     |  |      |        |      |   |       
|---------------------------------------------------- |  | ---- | ------ | ---- | - | ------
|(Dollar amounts in thousands)                        |  | 2006 |        | 2005
|Deferred tax assets:                                 |  |      |        |      |   |       
|Allowances for losses on loans and real estate owned |  | $    | 1,738  |      | $ | 1,620 
|General business credit                              |  |      | 1,697  |      |   | 1,241 
|Minimum tax credit carry forward                     |  |      | 3,303  |      |   | 2,653 
|Writedown of debt                                    |  |      | 109    |      |   | 115   
|Real estate acquired through foreclosure, net        |  |      | 127    |      |   | 170   
|Investment in securities available for sale          |  |      | 2,254  |      |   | 2,391 
|Interest rate cap contracts                          |  |      | 358    |      |   | 326   
|Federal net operating loss carryover                 |  |      | 6      |      |   | 1,087 
|State net operating loss carryover                   |  |      | 235    |      |   | 235   
|Defined benefit plans                                |  |      | 288    |      |   |      
|Other                                                |  |      | 701    |      |   | 506   
|                                                     |  |      |        |      |   |       
|Gross deferred tax assets                            |  |      | 10,816 |      |   | 10,344
|Deferred tax liabilities:                            |  |      |        |      |   |       
|Accretion of discounts                               |  |      | 24     |      |   | 24    
|Core deposit intangible                              |  |      | 1,024  |      |   | 1,335 
|Purchase price adjustments                           |  |      | 361    |      |   | 408   
|Mortgage servicing rights                            |  |      | 6      |      |   | 8     
|Other                                                |  |      | 267    |      |   | 117   
|                                                     |  |      |        |      |   |       
|Gross deferred tax liabilities                       |  |      | 1,682  |      |   | 1,892 
|                                                     |  |     
|Net deferred tax asset                               |  | $    | 9,134  |      | $ | 8,452 
|                                                     |  |      |        |      |   |       

The Company determined that it was not required to establish a valuation allowance for deferred
tax assets in accordance with FAS No. 109 since it is more likely than not that the deferred tax asset will be realized through carry-back to taxable income in prior years, future reversals of existing taxable temporary differences and, to a
lesser extent, future taxable income.

The general business credit of $1.7 million will be available to reduce future federal income tax up
to the year 2026. The alternative minimum tax credit of $3.3 million is available to reduce future regular income taxes over an indefinite period.

The deferred tax assets relating to the federal and state net operating loss carryforwards were recorded as part of the purchase price allocation of the acquisition of PHSB Financial Corporation and its wholly owned subsidiary Peoples Home
Savings Bank during 2005. The federal net operating loss carryforward of $18,000 and the state net operating loss carryforward of $3.6 million expire in 2024. These net operating losses were generated by Peoples Home Savings Bank and PHSB Financial
Corporation in their final tax returns.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 55 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|9. | Income Taxes(continued)
|-- | -----------------------

A
reconciliation between the provision for income taxes and the amount computed by multiplying operating results before income taxes by the statutory federal income tax rate of 34% for the years ended December 31 is as follows:



|                                                      |  |       |    |  |       |    |  |       |   
|----------------------------------------------------- |  | ----- | -- |  | ----- | -- |  | ----- | --
|                                                      |  | 2006  |    |  | 2005  |    |  | 2004  |   
|Tax at statutory rate                                 |  | 34.0  | %  |  | 34.0  | %  |  | 34.0  | % 
|(Decrease) increase resulting from:                   |  |       |    |  |       |    |  |       |   
|Tax free income, net of interest disallowance         |  | (14.6 | )% |  | (18.9 | )% |  | (15.6 | )%
|State income taxes, net of Federal income tax benefit |  |      |    |  | 0.3   | %  |  | 1.3   | % 
|Earnings of BOLI                                      |  | (2.9  | )% |  | (3.2  | )% |  | (3.2  | )%
|Effect of amended tax returns                         |  |      |    |  |      |    |  | (2.5  | )%
|Other, net                                            |  | (5.5  | )% |  | (4.1  | )% |  | 1.5   | % 
|                                                      |  |       |    |  |       |    |  |       |   
|Effective rate                                        |  | 11.0  | %  |  | 8.1   | %  |  | 15.5  | % 
|                                                      |  |       |    |  |       |    |  |       |   

The Company and its subsidiaries file a consolidated federal income tax return. Prior to 1996, the
Bank was permitted under the Internal Revenue Code to deduct an annual addition to a reserve for bad debts in determining taxable income, subject to certain limitations. Subsequent to 1995, the Banks bad debt deduction is based on actual net
charge-offs. Bad debt deductions for income tax purposes are included in taxable income of later years only if the Banks base year bad debt reserve is used subsequently for purposes other than to absorb bad debt losses. Because the Bank does
not intend to use the reserve for purposes other than to absorb losses, no deferred income taxes have been provided prior to 1987. Retained earnings at December 31, 2005 (the most recent date for which a tax return has been filed) include
approximately $17.7 million, representing such bad debt deductions for which no deferred income taxes have been provided.



|10. | Employee Benefit Plans
|--- | ----------------------

Retirement Savings
Plan

The Company has a defined contribution employee retirement plan for the benefit of substantially all employees. The plan
provides for regular employer payments that match each participating employees contribution to their individual tax-deferred retirement account. Employees can contribute up to 100% of their compensation, less required deductions, to the plan,
and the Company matches 100% of the first 1% and 50% of the remaining 2% through 6% of employee contributions in stock of the Company. The Company contributed $239,000, $191,000 and $203,000 to the plan during 2006, 2005 and 2004, respectively.

Employee Stock Ownership Plan

The Company has a tax qualified Employee Stock Ownership Plan (ESOP) for the benefit of its employees. All employees who complete one year of service are eligible to participate in the ESOP.

Participants become 100% vested in their accounts in the ESOP after five years of service or, if earlier, upon death, disability or attainment of normal
retirement age.

The purchase of shares of the Companys stock by the ESOP is funded by a loan. Unreleased ESOP shares collateralize
the loan payable, and the cost of these shares is recorded as a contra-equity account in stockholders equity of the Company. The ESOPs loan payable bears a weighted-average interest rate of 5.25% and matures within the next 4 years.
Shares released as debt payments are made by the ESOP to the loan. The ESOPs sources of repayment of the loans can include dividends, if any, on the unallocated stock held by the ESOP and discretionary contributions from the Company to the
ESOP and earnings thereon.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 56 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|10. | Employee Benefit Plans(continued)
|--- | ---------------------------------

Dividends received on unallocated ESOP shares during 2006, 2005 and 2004 amounted to $155,201, $192,000 and $229,000, respectively. All of the unallocated dividends were used for debt service on the loan. The Company contributed $1.0
million, $1.0 million and $958,000 for the years ended December 31, 2006, 2005 and 2004, respectively. The ESOP incurred interest on the loan of $230,000, $279,000 and $315,000 for the years ended December 31, 2006, 2005 and 2004,
respectively.

The Company accounts for the ESOP in accordance with, the American Institute of Certified Public Accountants issued Statement
of Position (SOP) No. 93-6, Employers Accounting for Employee Stock Ownership Plans, which prescribes comprehensive accounting guidance for ESOPs. The major requirements of SOP No. 93-6 provide, among other provisions,
that compensation is recognized under the shares released method and compensation expense is equal to the fair value of the shares committed to be released and unallocated ESOP shares are excluded from outstanding shares for purposes of computing
EPS.

During 2006, 2005 and 2004, the Company recognized compensation expense related to the ESOP of $1.0 million, $1.2 million and $1.2
million, respectively.

As of December 31, 2006 and 2005, the ESOP held a total of 1,605,419 and 1,641,274 shares, respectively, of the
Companys stock, and there were 320,723 and 410,449 unallocated shares, respectively, with a fair value of $3.5 million and $4.6 million, respectively. During 2006 and 2005, 89,726 and 93,480 shares were released for allocation, respectively.

Stock Option Plans

The Company maintains various stock option plans (Option Plans), which provide for the grant of stock options to directors, officers and other key employees. The Option Plans provide for the grant of both incentive stock options and
compensatory stock options. Stock options are granted at an exercise price equal to the market price at the date of grant, the options vest over a specified time and are exercisable on the date they vest and have a maximum term of ten years. These
terms are discretionary; the options can vest over time. Stock option activities under the Option Plans for the years ended December 31 are as follows:



|                                 |  |         |   |      |                                       |       |         |         |   |                                       |   |         |  |           |                                       |  |   |      
|-------------------------------- |  | ------- | - | ---- | ------------------------------------- | ----- | ------- | ------- | - | ------------------------------------- | - | ------- |  | --------- | ------------------------------------- |  | - | -----
|                                 |  | 2006    |   | 2005 |                                       | 2004 
|                                 |  | Options |   |      | Weighted Average Exercise Price/Share |       | Options |         |   | Weighted Average Exercise Price/Share |   | Options |  |           | Weighted Average Exercise Price/Share
|Outstanding at beginning of year |  | 921,401 |   |      | $                                     | 9.55  |         | 946,018 |   |                                       | $ | 8.88    |  | 1,021,461 |                                       |  | $ | 7.88 
|Granted                          |  | 95,345  |   |      |                                       | 10.75 |         | 100,910 |   |                                       |   | 12.24   |  | 90,220    |                                       |  |   | 14.50
|Exercised                        |  | (46,949 | ) |      |                                       | 6.35  |         | (88,095 | ) |                                       |   | 6.20    |  | (163,113  | )                                     |  |   | 5.76 
|Expired                          |  | (24,693 | ) |      |                                       | 7.22  |         | (37,432 | ) |                                       |   | 7.65    |  | (2,550    | )                                     |  |   | 8.71 
|                                 |  |         |   |      |                                       |       |         |         |   |                                       |   |         |  |           |                                       |  |   |      
|Outstanding at end of year       |  | 945,104 |   |      |                                       | 9.89  |         | 921,401 |   |                                       |   | 9.55    |  | 946,018   |                                       |  |   | 8.88 
|                                 |  |         |   |      |                                       |       |         |         |   |                                       |   |         |  |           |                                       |  |   |      
|Exercisable at end of year       |  | 868,960 |   |      | $                                     | 9.89  |         | 921,401 |   |                                       | $ | 9.55    |  | 946,018   |                                       |  | $ | 8.88 
|                                 |  |         |   |      |                                       |       |         |         |   |                                       |   |         |  |           |                                       |  |   |      

The weighted-average fair values of options granted during 2006, 2005 and 2004 utilizing the
Black-Scholes Valuation Model were $2.93, $2.92 and $3.67, respectively.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 57 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|10. | Employee Benefit Plans (continued)
|--- | ----------------------------------

The following table summarizes certain characteristics of issued stock options as of December 31, 2006:



|            |  |                     |  |                |       |                                               |    
|----------- |  | ------------------- |  | -------------- | ----- | --------------------------------------------- | ---
|Year Issued |  | Options Outstanding |  | Exercise Price |       | Average Remaining Contractual Life (in years)
|1997        |  | 28,994              |  |                | 6.14  |                                               | 0.5
|1998        |  | 86,334              |  |                | 9.47  |                                               | 1.5
|1998        |  | 42,103              |  |                | 4.05  |                                               | 1.8
|1999        |  | 98,628              |  |                | 7.37  |                                               | 2.5
|2000        |  | 121,422             |  |                | 6.01  |                                               | 3.4
|2001        |  | 95,511              |  |                | 7.83  |                                               | 4.9
|2002        |  | 98,172              |  |                | 10.83 |                                               | 5.9
|2003        |  | 88,910              |  |                | 15.35 |                                               | 6.9
|2004        |  | 89,790              |  |                | 14.50 |                                               | 7.9
|2005        |  | 82,300              |  |                | 12.20 |                                               | 8.3
|2005        |  | 17,760              |  |                | 12.40 |                                               | 8.3
|2006        |  | 95,180              |  |                | 10.75 |                                               | 9.9
|            |  |                     |  |                |       |                                               |    
|            |  | 945,104             |  | $              | 9.89  |                                               | 5.3
|            |  |                     |  |                |       |                                               |    

Management Recognition Plan

In connection with previous acquisitions, the Company acquired shares of stock held in trust for potential future distribution to management and key
employees for compensation purposes. As of December 31, 2006, there were 11,221 shares held in the Management Recognition Plan (MRP) trust.

In November 2001, the Company awarded 13,000 shares to eligible individuals, 2,600 shares vested on the date of the grant. The remaining 10,400 shares vested over a four year period ending in 2005. This grant was adjusted for two 20% stock
splits that occurred on October 25, 2002 and May 15, 2003. In May 2004, the Company awarded 31,450 shares to eligible individuals, 4,820 shares vested on the date of the grant, 2,220 shares have been forfeited and the remaining 24,410 vest
over a scheduled vesting period ending in 2011. In May 2005, the Company awarded 700 shares to eligible individuals, 75 shares vested on the date of the grant and the remaining 625 shares vest over a scheduled vesting period ending in 2011.
Compensation expense recognized in 2006, 2005 and 2004 was $49,000, $79,000 and $127,000, respectively. The Company is expected to recognize compensation expense of $49,000, $49,000, $39,000, $39,000, $39,000 and $39,000 for the years 2007, 2008,
2009, 2010 and 2011, respectively.

Excess Benefit Plan

The Company has adopted an excess benefit plan for the purpose of permitting an executive officer, and any other employees of the Company who may be
designated pursuant to the plan, to receive certain benefits that the executive officer and any other employees of the Company otherwise would be eligible to receive under the Companys retirement and profit sharing plan and ESOP but for the
limitations set forth in Section 401(a)(17), 402(g) and 415 of the Internal Revenue Code of 1986, as amended (the Code). Pursuant to the excess benefit plan, during any plan year the Company shall make matching contributions on
behalf of the participant in an amount equal to the amount of matching contributions that would have



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 58 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|10. | Employee Benefit Plans (continued)
|--- | ----------------------------------

been made by the Company on behalf of the participant but for limitations in the Code, less the actual amount of matching contributions actually made by the Company on behalf of the participant. Finally, the excess benefit plan generally
provides that during any plan year a participant shall receive a supplemental ESOP allocation in an amount equal to the amount which would have been allocated to the participant but for limitations in the Code, less the amount actually allocated to
the participant pursuant to the ESOP. The supplemental benefits to be received by a participant pursuant to the excess benefit plan shall be credited to an account maintained pursuant to the plan within 180 days after the end of each plan year. In
connection with its adoption of the excess benefit plan, the Company established a trust which currently holds 35,378 shares of common stock to fund its obligation under the excess benefit plan.

Supplemental Executive Retirement Plan and Directors Retirement Plan

The Company has adopted a Supplemental Executive Benefit Plan (SERP) in order to provide supplemental retirement and death benefits for certain key
employees of the Company. Under the SERP, participants shall receive an annual retirement benefit following retirement at age 65 equal to 25% of the participants final average pay multiplied by a target retirement benefit percentage. Final
average pay is based upon the participants last three years compensation and the target benefit percentage is equal to the fraction resulting from the participants years of credited service divided by 20, this targeted percentage
is capped at 100%. Benefits under the plan are payable in ten equal annual payments and a lesser benefit is payable upon early retirement at age 50 with at least twelve years of service. If a participant dies prior to retirement, the
participants estate will receive a lump sum payment equal to the net present value of future benefit payments under the plan. At December 31, 2006, the participants in the plan had credited service under the SERP ranging from 16 to 28
years.

The Company and the Bank have adopted the ESB Financial Corporation Directors Retirement Plan and entered into director
retirement agreements with each director of the Company and the Bank. The plan provides that any retiring director with a minimum of 5 or more years of service with the Company or the Bank and a minimum of 10 total years of service, including years
of service with any bank acquired by the Company or the Bank, that remains in continuous service as a board member until age 75 will be entitled to receive an annual retirement benefit equal to his or her directors fees earned during the last
full calendar year prior to his or her retirement date, multiplied by a ratio, ranging from 25% to 50%, based on the directors total years of service. The maximum ratio of 50% of fees requires 20 or more years of service and the minimum ratio
of 25% of fees requires 10 years of service. Retirement benefits may also be payable under the plan if a director retires from service as a director prior to attaining age 75. Two directors are currently receiving monthly benefits under the plan.

The Company adopted the recognition provisions of FAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans (FAS 158) and initially applied them to the funded status of its SERP and DRP as of December 31, 2006. The initial recognition of the funded status of the SERP and DRP resulted in a decrease to stockholders equity
of $560,000, which was net of a tax benefit of $288,000.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 59 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|10. | Employee Benefit Plans(continued)
|--- | ---------------------------------

The following table sets forth the incremental effect of applying FAS 158, on individual line items in the statement of condition at December 31, 2006:



|                                           |  |                                   |   |  |                 |   |  |                  |   |  |                                  |  
|------------------------------------------ |  | --------------------------------- | - |  | --------------- | - |  | ---------------- | - |  | -------------------------------- | -
|(in thousands)                             |  | Before Application of FAS No. 158 |   |  | DRP Adjustments |   |  | SERP Adjustments |   |  | After Application of FAS No. 158 |  
|Other Assets                               |  | 17,776                            |   |  | (180            | ) |  | (114             | ) |  | 17,482                           |  
|Total Assets                               |  | 1,923,016                         |   |  | (180            | ) |  | (114             | ) |  | 1,922,722                        |  
|Other Liabilities                          |  | 16,698                            |   |  | (17             | ) |  | 282              |   |  | 16,963                           |  
|Total Liabilities                          |  | 1,793,922                         |   |  | (17             | ) |  | 282              |   |  | 1,794,187                        |  
|Accumulated OCI                            |  | (4,693                            | ) |  | (163            | ) |  | (396             | ) |  | (5,252                           | )
|Total Stockholders equity                 |  | 129,094                           |   |  | (163            | ) |  | (396             | ) |  | 128,535                          |  
|Total Liabilities and Stockholders equity |  | 1,923,016                         |   |  | (180            | ) |  | (114             | ) |  | 1,922,722                        |  

The following table sets forth the obligation and funded status as of December 31:



|                                                                           |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|-------------------------------------------------------------------------- | ---- | --------------------------------------- | ---- | ---- | ----------------- | - | ---- | - |  | ---- | ------ | - |  | - | ------ | -
|(Dollar amounts in thousands)                                              |      | Directors' Retirement Plan December 31, |      |      | SERP December 31, |  
|                                                                           | 2006 |                                         |      | 2005 |                   |   | 2006 |   |  | 2005 |       
|Change in benefit obligation                                               |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Benefit obligation at beginning of year                                    |      | $                                       | 570  |      |                   | $ | 477  |   |  | $    | 1,564  |   |  | $ | 1,198  |  
|Service Cost                                                               |      |                                         | 12   |      |                   |   | 16   |   |  |      | 56     |   |  |   | 43     |  
|Interest Cost                                                              |      |                                         | 31   |      |                   |   | 26   |   |  |      | 97     |   |  |   | 75     |  
|Amendments                                                                 |      |                                         | (9   | )    |                   |   | 43   |   |  |      |       |   |  |   |       |  
|Actuarial losses (gains)                                                   |      |                                         | 2    |      |                   |   | 37   |   |  |      | (176   | ) |  |   | 248    |  
|Benefits paid                                                              |      |                                         | (29  | )    |                   |   | (29  | ) |  |      |       |   |  |   |       |  
|                                                                           |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Benefit obligation at end of year                                          |      | $                                       | 577  |      |                   | $ | 570  |   |  | $    | 1,541  |   |  | $ | 1,564  |  
|                                                                           |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Change in plan assets                                                      |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Fair value of plan assets at beginning of year                             |      | $                                       |     |      |                   | $ |     |   |  | $    |       |   |  | $ |       |  
|Employer contributions                                                     |      |                                         | 29   |      |                   |   | 29   |   |  |      |       |   |  |   |       |  
|Benefits paid                                                              |      |                                         | (29  | )    |                   |   | (29  | ) |  |      |       |   |  |   |       |  
|                                                                           |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Fair value of plan assets at end of year                                   |      | $                                       |     |      |                   | $ |     |   |  | $    |       |   |  | $ |       |  
|                                                                           |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Funded Status                                                              |      | $                                       | (577 | )    |                   | $ | (570 | ) |  | $    | (1,541 | ) |  | $ | (1,564 | )
|                                                                           |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Amounts not yet recognized as a component of net periodic pension cost:    |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Amounts recognized in accumulated other comprehensive loss consist of:     |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Net loss                                                                   |      | $                                       | 19   |      |                   | $ |     |   |  | $    | 125    |   |  |   |        |  
|Prior service cost                                                         |      |                                         | 144  |      |                   |   |     |   |  |      | 271    |   |  |   |        |  
|Amounts not recognized in accumulated other comprehensive loss consist of: |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Net loss                                                                   |      |                                         |     |      |                   |   | 24   |   |  |      |       |   |  |   | 298    |  
|Prior service cost                                                         |      |                                         |     |      |                   |   | 185  |   |  |      |       |   |  |   | 263    |  
|                                                                           |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  
|Total                                                                      |      | $                                       | 163  |      |                   | $ | 209  |   |  | $    | 396    |   |  | $ | 561    |  
|                                                                           |      |                                         |      |      |                   |   |      |   |  |      |        |   |  |   |        |  



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 60 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|10. | Employee Benefit Plans (continued)
|--- | ----------------------------------

The accumulated benefit obligation for the directors retirement plan was $530 and $517 at December 31, 2006 and 2005, respectively and for the SERP was $1.3 million and $1.2 million at December 31, 2006 and 2005,
respectively. Information for pension plans with an accumulated benefit obligation in excess of plan assets at December 31 is as follows:



|                               |  |                                         |  |                   |  |       |  |      
|------------------------------ |  | --------------------------------------- |  | ----------------- |  | ----- |  | -----
|                               |  | Directors' Retirement Plan December 31, |  | SERP December 31,
|                               |  | 2006                                    |  | 2005              |  | 2006  |  | 2005 
|Projected benefit obligation   |  | 577                                     |  | 570               |  | 1,541 |  | 1,564
|Accumulated benefit obligation |  | 530                                     |  | 517               |  | 1,259 |  | 1,249
|Fair value of plan assets      |  |                                        |  |                  |  |      |  |     



|                                      |      |                                         |      |                   |      |     |      |   |      |  |      |     |  |   |     |  |   |    
|------------------------------------- | ---- | --------------------------------------- | ---- | ----------------- | ---- | --- | ---- | - | ---- |  | ---- | --- |  | - | --- |  | - | ---
|(Dollar amounts in thousands)         |      | Directors Retirement Plan December 31, |      | SERP December 31,
|                                      | 2006 |                                         | 2005 |                   | 2004 |     | 2006 |   | 2005 |  | 2004
|Net Periodic Pension Cost             |      |                                         |      |                   |      |     |      |   |      |  |      |     |  |   |     |  |   |    
|Service cost                          |      | $                                       | 12   |                   | $    | 16  |      | $ | 16   |  | $    | 56  |  | $ | 43  |  | $ | 39 
|Interest cost                         |      |                                         | 31   |                   |      | 26  |      |   | 27   |  |      | 97  |  |   | 75  |  |   | 68 
|Amortization of transition obligation |      |                                         |     |                   |      |    |      |   |     |  |      | 74  |  |   | 52  |  |   | 42 
|Amortization of prior service cost    |      |                                         | 63   |                   |      | 59  |      |   | 59   |  |      |    |  |   |    |  |   |   
|                                      |      |                                         |      |                   |      |     |      |   |      |  |      |     |  |   |     |  |   |    
|Net periodic pension cost             |      | $                                       | 106  |                   | $    | 101 |      | $ | 102  |  | $    | 227 |  | $ | 170 |  | $ | 149
|                                      |      |                                         |      |                   |      |     |      |   |      |  |      |     |  |   |     |  |   |    

The estimated net loss and prior service cost for the SERP and directors retirement plan
plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are $58,000 and $63,000, respectively.

The weighted average assumptions used to determine benefit obligations at the measurement dates were as follows:



|                              |  |                            |   |  |      |   |  |      |   |  |      |  
|----------------------------- |  | -------------------------- | - |  | ---- | - |  | ---- | - |  | ---- | -
|                              |  | Directors Retirement Plan |   |  | SERP |  
|                              |  | 2006                       |   |  | 2005 |   |  | 2006 |   |  | 2005 |  
|Discount rate                 |  | 6.00                       | % |  | 5.75 | % |  | 6.00 | % |  | 6.00 | %
|Rate of compensation increase |  | n/a                        |   |  | n/a  |   |  | 4.00 | % |  | 4.00 | %

The long-term rate of return on plan assets gives consideration to returns currently being earned
on plan assets, as well as future rates expected to be earned.

The Company expects to contribute $68,002 to the directors retirement
plan in 2007.

At December 31, 2006 the projected benefit payments for the directors retirement plan were $68,002, $57,152,
$67,274, $76,542, $87,161 and $230,973 for years 2007, 2008, 2009, 2010, 2011 and thereafter, respectively. At December 31, 2006, the projected benefit payments for the SERP were $0, $43,000, $43,000, $43,000, $43,000 and $1.9 million for years
2007, 2008, 2009, 2010, 2011 and thereafter. The projected payments were calculated using the same assumptions as those used to calculate the benefit obligations listed above.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 61 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|11. | Other Comprehensive Income (loss)
|--- | ---------------------------------

In complying
with FAS No. 130, Reporting Comprehensive Income, the Company has developed the following table which includes the tax effects of the components of other comprehensive (loss) income. Other comprehensive (loss) income consists of net
unrealized gain (loss) on securities available for sale and the net fair value adjustment on derivatives. Other comprehensive income and related tax effects for the years ended December 31 consists of:



|                                                                                                                                    |  |      |        |   |      |   |         |      |  |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | ---- |  | - | ------ | -
|(Dollar amounts in thousands)                                                                                                       |  | 2006 |        |   | 2005 |   |         | 2004 | 
|Net Income:                                                                                                                         |  | $    | 10,616 |   |      | $ | 9,179   |      |  | $ | 9,990  |  
|Other Comprehensive loss - net of tax benefit                                                                                       |  |      |        |   |      |   |         |      |  |   |        |  
|Fair value adjustment on securities available for sale, net of tax expense (benefit) of $368, ($5,712) in 2005 and ($1,425) in
2004 |  |      | 715    |   |      |   | (11,088 | )    |  |   | (2,768 | )
|Securities gains reclassified into earnings, net of tax (benefit) expense of ($84), $188 in 2005 and ($316) in 2004                 |  |      | (163   | ) |      |   | 365     |      |  |   | (614   | )
|Adjustment to minimum pension liability of the SERP plan, net of tax expense (benefit) of $43 in 2006 and ($43) in 2005             |  |      | 84     |   |      |   | (84     | )    |  |   |       |  
|Fair value adjustment on derivatives, net of tax (benefit) of ($32) in 2006, ($24) in 2005 and ($254) in 2004                       |  |      | (63    | ) |      |   | (46     | )    |  |   | (494   | )
|                                                                                                                                    |  |      |        |   |      |   |         |      |  |   |        |  
|Other Comprehensive income (loss)                                                                                                   |  |      | 573    |   |      |   | (10,853 | )    |  |   | (3,876 | )
|                                                                                                                                    |  |      |        |   |      |   |         |      |  |   |        |  
|Comprehensive income (loss)                                                                                                         |  | $    | 11,189 |   |      | $ | (1,674  | )    |  | $ | 6,114  |  
|                                                                                                                                    |  |      |        |   |      |   |         |      |  |   |        |  



|12. | Commitments and Contingencies
|--- | -----------------------------

In the ordinary
course of business, the Company has various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. In addition, the Company is involved in certain claims and legal actions
arising in the ordinary course of business. The outcome of these claims and actions are not presently determinable; however, in the opinion of the Companys management, after consulting legal counsel, the ultimate disposition of these matters
will not have a material adverse effect on the Companys financial position. The following table presents the notional amount of the Companys off-balance sheet financial instruments as of December 31:



|                                  |  |      |        |      |   |       
|--------------------------------- |  | ---- | ------ | ---- | - | ------
|(Dollar amounts in thousands)     |  | 2006 |        | 2005
|Loans in process and commitments: |  |      |        |      |   |       
|Fixed interest rate               |  | $    | 14,432 |      | $ | 27,668
|Variable interest rate            |  |      | 32,528 |      |   | 23,864
|Lines of credit (unfunded):       |  |      |        |      |   |       
|Commercial                        |  |      | 20,935 |      |   | 24,369
|Consumer                          |  |      | 45,087 |      |   | 35,399
|Letters of credit:                |  |      |        |      |   |       
|Commercial                        |  |      |       |      |   |      
|Standby                           |  |      | 6,130  |      |   | 7,910 
|Interest Rate Cap Contracts       |  |      | 50,000 |      |   | 50,000

Commitments to extend credit involve, to a varying degree, elements of credit and interest rate
risk in excess of amounts recognized in the consolidated statement of financial condition. The Companys exposure to credit loss in the event of non-performance by the other party for commitments to extend credit is represented by the
contractual amount of these commitments, less any collateral value obtained. The Company uses the same credit policies in making commitments as for on-balance sheet instruments. The Companys distribution of commitments to extend credit
approximates the distribution of loans receivable outstanding. The fair value of the off balance sheet items approximated the carrying value of those items at those dates.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 62 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|13. | Financial Instruments
|--- | ---------------------

In the ordinary course of
business, the Company has entered into off-balance sheet financial instruments, consisting of commitments to extend credit, commitments under line of credit lending arrangements and letters of credit. Such financial instruments are recorded in the
financial statements when they are funded or related fees are received.

The following methods and assumptions were used in estimating fair
values of financial instruments.

Cash and cash equivalents  The carrying amounts of cash equivalents approximate their
fair values.

Securities  Fair values for securities are based on quoted market prices.

Accrued interest receivable and payable  The carrying amounts of accrued interest approximate their fair values.

Loans receivable For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based
on carrying values. Fair values for certain residential mortgage and consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair
values of commercial real estate and commercial business loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values of
impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Loans held for
sale  The carrying amount for loans held for sale is a reasonable estimate of fair value.

FHLB stock
FHLB stock is restricted for trading purposes, and thus, the carrying value approximates fair value.

Deposits  The fair
values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date. Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies current market interest
rates to a schedule of aggregated expected monthly maturities.

Borrowed funds and subordinated debt  For variable rate
borrowings, fair values are based on carrying values. For fixed rate borrowings, fair values are based on the discounted value of contractual cash flows and on the Companys current incremental borrowing rates for similar types of borrowing
arrangements.

Advance payments by borrowers for taxes and insurance-The fair value of the advance payments by borrowers for
taxes and insurance approximated the carrying value of those commitments at those dates.

Loan commitments  The fair
value of loan commitments at December 31, 2006 and 2005 approximated the carrying value of those commitments at those dates.

Interest rate cap contracts- Estimated fair values of interest rate cap contracts are based on quoted market prices, dealer quotes and prices obtained from independent pricing services.

Bank owned life insurance (BOLI)  The fair value of BOLI at December 31, 2006 and 2005 approximated the cash surrender value of
the policies at those dates.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 63 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|13. | Financial Instruments(continued)
|--- | --------------------------------

The following table sets forth the carrying amount and fair value of the Companys financial instruments included in the consolidated statement of financial condition as of December 31:



|                                                     |                 |      |            |      |                 |           |            |   |           |  |   |          
|---------------------------------------------------- | --------------- | ---- | ---------- | ---- | --------------- | --------- | ---------- | - | --------- |  | - | ---------
|(Dollar amounts in thousands)                        |                 | 2006 |            | 2005
|                                                     | Carrying amount |      | Fair value |      | Carrying amount |           | Fair value
|Financial assets:                                    |                 |      |            |      |                 |           |            |   |           |  |   |          
|Cash and cash equivalents                            |                 | $    | 22,701     |      | $               | 22,701    |            | $ | 28,215    |  | $ | 28,215   
|Securities                                           |                 |      | 1,143,924  |      |                 | 1,143,924 |            |   | 1,117,063 |  |   | 1,117,063
|Loans receivable and held for sale                   |                 |      | 589,832    |      |                 | 583,636   |            |   | 540,277   |  |   | 538,018  
|Accrued interest receivable                          |                 |      | 9,871      |      |                 | 9,871     |            |   | 9,690     |  |   | 9,690    
|FHLB stock                                           |                 |      | 34,343     |      |                 | 34,343    |            |   | 32,909    |  |   | 32,909   
|Bank owned life insurance                            |                 |      | 27,525     |      |                 | 27,525    |            |   | 26,518    |  |   | 26,518   
|Interest rate cap contracts                          |                 |      | 1,338      |      |                 | 286       |            |   | 1,338     |  |   | 381      
|Financial liabilities:                               |                 |      |            |      |                 |           |            |   |           |  |   |          
|Deposits                                             |                 |      | 823,644    |      |                 | 826,914   |            |   | 834,530   |  |   | 836,356  
|Borrowed funds                                       |                 |      | 899,709    |      |                 | 895,112   |            |   | 817,873   |  |   | 809,277  
|Junior subordinated notes                            |                 |      | 51,444     |      |                 | 46,778    |            |   | 51,369    |  |   | 49,879   
|Advance payment by borrowers for taxes and insurance |                 |      | 2,427      |      |                 | 2,427     |            |   | 2,242     |  |   | 2,242    
|Accrued interest payable                             |                 |      | 5,587      |      |                 | 5,587     |            |   | 4,751     |  |   | 4,751    



|14. | Regulatory Matters and Insurance of Accounts
|--- | --------------------------------------------

The
Companys subsidiary bank, ESB Bank, is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements could result in certain mandatory  and possibly
additional discretionary  actions by regulators that, if undertaken, could have a direct material effect on the Companys consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and their
related classification for the Bank are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy requires the Bank to
maintain minimum amounts and ratios (set forth in the table below) of total capital (as defined in the regulations), tier 1 leverage capital (as defined) and tier 1 risk-based capital (as defined). As of December 31, 2006, the Bank meets all
capital adequacy requirements to which it is subject.

As of December 31, 2006 and 2005, the most recent notification from the FDIC
categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total, tier 1 leverage and tier 1 risk-based capital ratios as set forth in
the following table. As of December 31, 2006, there are no conditions or events since that notification that have changed the categorization.

Tier 1 leverage capital level in the following table is presented as a percentage of total adjusted assets (as defined in the regulations); total capital and tier 1 risk based capital levels are shown as a percentage of risk-weighted assets
(as defined).

The minimum required regulatory capital percentages to be well capitalized under prompt corrective action provisions is 5%,
6% and 10% for tier 1 leverage, tier I risk-based and total capital ratios, respectively.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 64 |  | 2006 Annual Report



---

|14. | Regulatory Matters and Insurance of Accounts(continued)
|--- | -------------------------------------------------------

The FDIC through the Deposit Insurance Fund insures deposits of account holders up to $100,000 per insured depositor. To provide for this insurance, the Bank must pay an annual premium.

The following table sets forth certain information concerning regulatory capital of the Bank:



|                                                     |        |        |         |  |                               |        |  |                                                                   |        |  |        |   |       |   |        |  |       |  
|---------------------------------------------------- | ------ | ------ | ------- |  | ----------------------------- | ------ |  | ----------------------------------------------------------------- | ------ |  | ------ | - | ----- | - | ------ |  | ----- | -
|(Dollar amounts in thousands)                        |        | Actual |         |  | For Capital AdequacyPurposes: |        |  | To Be Well Capitalized Under Prompt
Corrective Action Provisions: |       
|                                                     | Amount |        | Ratio   |  |                               | Amount |  | Ratio                                                             |        |  | Amount |   | Ratio |  
|As of December 31, 2006:                             |        |        |         |  |                               |        |  |                                                                   |        |  |        |   |       |   |        |  |       |  
|Total Capital(to Risk Weighted Assets)               |        | $      | 137,278 |  | 15.70                         | %      |  | $                                                                 | 69,937 |  | 8.00   | % |       | $ | 87,421 |  | 10.00 | %
|Tier 1 Leverage Capital(to Adjusted Tangible Assets) |        | $      | 132,152 |  | 7.21                          | %      |  | $                                                                 | 73,286 |  | 4.00   | % |       | $ | 91,608 |  | 5.00  | %
|Tier 1 Risk Based Capital(to Risk Weighted Assets)   |        | $      | 132,152 |  | 15.12                         | %      |  | $                                                                 | 34,968 |  | 4.00   | % |       | $ | 52,453 |  | 6.00  | %
|                                                     |        |        |         |  |                               |       
|As of December 31, 2005:                             |        |        |         |  |                               |        |  |                                                                   |        |  |        |   |       |   |        |  |       |  
|Total Capital(to Risk Weighted Assets)               |        | $      | 130,318 |  | 15.44                         | %      |  | $                                                                 | 67,544 |  | 8.00   | % |       | $ | 84,430 |  | 10.00 | %
|Tier 1 Leverage Capital(to Adjusted Tangible Assets) |        | $      | 125,454 |  | 7.18                          | %      |  | $                                                                 | 69,876 |  | 4.00   | % |       | $ | 87,345 |  | 5.00  | %
|Tier 1 Risk Based Capital(to Risk Weighted Assets)   |        | $      | 125,454 |  | 14.86                         | %      |  | $                                                                 | 33,772 |  | 4.00   | % |       | $ | 50,658 |  | 6.00  | %



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 65 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|15. | Quarterly Financial Data (unaudited)
|--- | ------------------------------------

Quarterly
earnings per share data may vary from annual earnings due to rounding.



|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|----------------------------------------------------------------- |  | ------------- | ------ | - | -------------- | - | ------------- |  | -------------- | ------ |  | - | ------ | -
|(Dollar amounts in thousands, except share data)                  |  | First Quarter |        |   | Second Quarter |   | Third Quarter |  | Fourth Quarter |       
|2006:                                                             |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Interest income                                                   |  | $             | 22,455 |   |                | $ | 23,419        |  | $              | 24,204 |  | $ | 24,393 |  
|Interest expense                                                  |  |               | 14,646 |   |                |   | 16,026        |  |                | 17,202 |  |   | 17,930 |  
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Net interest income                                               |  |               | 7,809  |   |                |   | 7,393         |  |                | 7,002  |  |   | 6,463  |  
|Provision for loan losses                                         |  |               | 193    |   |                |   | 102           |  |                | 274    |  |   | 544    |  
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Net interest income after provision for loan losses               |  |               | 7,616  |   |                |   | 7,291         |  |                | 6,728  |  |   | 5,919  |  
|Net realized gain on sale of securities available for sale        |  |               |       |   |                |   | 113           |  |                | 367    |  |   |       |  
|Other noninterest income                                          |  |               | 1,378  |   |                |   | 1,986         |  |                | 2,159  |  |   | 1,783  |  
|Noninterest expense                                               |  |               | 5,717  |   |                |   | 5,845         |  |                | 6,004  |  |   | 5,841  |  
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Income before income taxes                                        |  |               | 3,277  |   |                |   | 3,545         |  |                | 3,250  |  |   | 1,861  |  
|Provision for (benefit of) income taxes                           |  |               | 482    |   |                |   | 535           |  |                | 515    |  |   | (215   | )
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Net income                                                        |  | $             | 2,795  |   |                | $ | 3,010         |  | $              | 2,735  |  | $ | 2,076  |  
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Net income per share                                              |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Basic                                                             |  | $             | 0.22   |   |                | $ | 0.24          |  | $              | 0.22   |  | $ | 0.16   |  
|Diluted                                                           |  | $             | 0.22   |   |                | $ | 0.23          |  | $              | 0.21   |  | $ | 0.16   |  
|                                                                  |  |               |        |  
|2005:                                                             |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Interest income                                                   |  | $             | 17,722 |   |                | $ | 20,356        |  | $              | 20,760 |  | $ | 21,515 |  
|Interest expense                                                  |  |               | 10,246 |   |                |   | 12,197        |  |                | 13,169 |  |   | 14,211 |  
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Net interest income                                               |  |               | 7,476  |   |                |   | 8,159         |  |                | 7,591  |  |   | 7,304  |  
|(Recovery of) provision for loan losses                           |  |               | (16    | ) |                |   | 18            |  |                | 67     |  |   | 499    |  
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Net interest income after (recovery of) provision for loan losses |  |               | 7,492  |   |                |   | 8,141         |  |                | 7,524  |  |   | 6,805  |  
|Net realized gain (loss) on sale of securities available for sale |  |               |       |   |                |   |              |  |                | 129    |  |   | (3,038 | )
|Other noninterest income                                          |  |               | 1,310  |   |                |   | 1,746         |  |                | 1,627  |  |   | 1,368  |  
|Noninterest expense                                               |  |               | 5,344  |   |                |   | 6,063         |  |                | 5,850  |  |   | 5,858  |  
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Income (loss) before income taxes                                 |  |               | 3,458  |   |                |   | 3,824         |  |                | 3,430  |  |   | (723   | )
|Provision for (benefit of) income taxes                           |  |               | 597    |   |                |   | 607           |  |                | 539    |  |   | (933   | )
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Net income                                                        |  | $             | 2,861  |   |                | $ | 3,217         |  | $              | 2,891  |  | $ | 210    |  
|                                                                  |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Net income per share                                              |  |               |        |   |                |   |               |  |                |        |  |   |        |  
|Basic                                                             |  | $             | 0.24   |   |                | $ | 0.25          |  | $              | 0.22   |  | $ | 0.02   |  
|Diluted                                                           |  | $             | 0.24   |   |                | $ | 0.24          |  | $              | 0.22   |  | $ | 0.01   |  



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 66 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|16. | ESB Financial Corporation  Condensed Financial Statements (Parent Company Only)
|--- | --------------------------------------------------------------------------------

Following are condensed financial statements for the parent company as of and for the years ended December 31:

Condensed Statements of Financial Condition



|                                           |  |      |         |      |   |        
|------------------------------------------ |  | ---- | ------- | ---- | - | -------
|(Dollar amounts in thousands)              |  | 2006 |         | 2005
|Assets:                                    |  |      |         |      |   |        
|Interest-earning deposits                  |  | $    | 818     |      | $ | 809    
|Securities available for sale              |  |      | 2,601   |      |   | 3,425  
|Equity in net assets of subsidiaries       |  |      | 200,795 |      |   | 198,508
|Other assets                               |  |      | 5,188   |      |   | 6,480  
|                                           |  |      |         |      |   |        
|Total assets                               |  | $    | 209,402 |      | $ | 209,222
|                                           |  |      |         |      |   |        
|Liabilities and stockholders equity:      |  |      |         |      |   |        
|Subordinated debt, net                     |  | $    | 51,444  |      | $ | 51,369 
|Payable to subsidiaries                    |  |      | 12,750  |      |   | 12,000 
|Accrued expenses and other liabilities     |  |      | 16,673  |      |   | 18,976 
|Stockholders' equity                       |  |      | 128,535 |      |   | 126,877
|                                           |  |      |         |      |   |        
|Total liabilities and stockholders equity |  | $    | 209,402 |      | $ | 209,222
|                                           |  |      |         |      |   |        

Condensed Statements of Operations



|                                                   |  |      |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|(Dollar amounts in thousands)                      |  | 2006 |        |   | 2005 |   |        | 2004 | 
|Income:                                            |  |      |        |   |      |   |        |      |  |   |        |  
|Equity in undistributed net income of subsidiaries |  | $    | 5,935  |   |      | $ | 2,947  |      |  | $ | 2,992  |  
|Dividends from subsidiaries                        |  |      | 7,500  |   |      |   | 9,000  |      |  |   | 9,000  |  
|Management fee income, from subsidiaries           |  |      | 24     |   |      |   | 176    |      |  |   | 1,893  |  
|Interest and other income                          |  |      | 353    |   |      |   | 152    |      |  |   | 161    |  
|                                                   |  |      |        |   |      |   |        |      |  |   |        |  
|Total income                                       |  |      | 13,812 |   |      |   | 12,275 |      |  |   | 14,046 |  
|                                                   |  |      |       
|Expense:                                           |  |      |        |   |      |   |        |      |  |   |        |  
|Interest expense, to subsidiary                    |  |      | 4,975  |   |      |   | 4,492  |      |  |   | 2,371  |  
|Compensation and employee benefits                 |  |      | 70     |   |      |   | 70     |      |  |   | 1,920  |  
|Other                                              |  |      | 162    |   |      |   | 213    |      |  |   | 1,076  |  
|                                                   |  |      |        |   |      |   |        |      |  |   |        |  
|Total expense                                      |  |      | 5,207  |   |      |   | 4,775  |      |  |   | 5,367  |  
|                                                   |  |      |        |   |      |   |        |      |  |   |        |  
|Income before benefit from income taxes            |  |      | 8,605  |   |      |   | 7,500  |      |  |   | 8,679  |  
|Benefit from income taxes                          |  |      | (2,011 | ) |      |   | (1,679 | )    |  |   | (1,311 | )
|                                                   |  |      |        |   |      |   |        |      |  |   |        |  
|Net income                                         |  | $    | 10,616 |   |      | $ | 9,179  |      |  | $ | 9,990  |  
|                                                   |  |      |        |   |      |   |        |      |  |   |        |  



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 67 |  | 2006 Annual Report



---

Notes to Consolidated Financial Statements(continued)



|16. | ESB Financial Corporation  Condensed Financial Statements (Parent Company Only)(continued)
|--- | -------------------------------------------------------------------------------------------

Condensed Statements of Cash Flows



|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|(In thousands)                                                                              |  | 2006 |        |   | 2005 |   |         | 2004 | 
|Operating activities:                                                                       |  |      |        |   |      |   |         |      |  |   |         |  
|Net income                                                                                  |  | $    | 10,616 |   |      | $ | 9,179   |      |  | $ | 9,990   |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |      |        |   |      |   |         |      |  |   |         |  
|Equity in undistributed net income of subsidiaries                                          |  |      | (5,935 | ) |      |   | (2,947  | )    |  |   | (2,992  | )
|Gain on sale of securities available for sale                                               |  |      |       |   |      |   |        |      |  |   | (85     | )
|Other, net                                                                                  |  |      | 3,378  |   |      |   | (10,006 | )    |  |   | 1,471   |  
|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) operating activities                                         |  |      | 8,059  |   |      |   | (3,774  | )    |  |   | 8,384   |  
|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  
|Investing activities:                                                                       |  |      |        |   |      |   |         |      |  |   |         |  
|Proceeds from the sale of securities available for sale                                     |  |      |       |   |      |   |        |      |  |   | 125     |  
|Principal repayments of securities                                                          |  |      | 513    |   |      |   |        |      |  |   |        |  
|Net assets of PHSB acquired                                                                 |  |      |       |   |      |   | (16,338 | )    |  |   |        |  
|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) investing activities                                         |  |      | 513    |   |      |   | (16,338 | )    |  |   | 125     |  
|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  
|Financing activities:                                                                       |  |      |        |   |      |   |         |      |  |   |         |  
|Increase (decrease) in payable to subsidiaries                                              |  |      | 750    |   |      |   | (8,000  | )    |  |   | (6,542  | )
|Issuance of junior subordinated notes                                                       |  |      | 75     |   |      |   | 36,158  |      |  |   | 76      |  
|Redemption of junior subordinated notes                                                     |  |      |       |   |      |   |        |      |  |   | (20,052 | )
|Proceeds from long term borrowings                                                          |  |      |       |   |      |   |        |      |  |   | 19,170  |  
|Proceeds received from exercise of stock options                                            |  |      | 177    |   |      |   | 318     |      |  |   | 430     |  
|Dividends paid                                                                              |  |      | (5,236 | ) |      |   | (5,082  | )    |  |   | (4,302  | )
|Payments to acquire treasury stock                                                          |  |      | (5,311 | ) |      |   | (5,302  | )    |  |   | (3,139  | )
|Principal repayment of ESOP loan                                                            |  |      | 982    |   |      |   | 1,024   |      |  |   | 986     |  
|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  
|Net cash (used in) provided by financing activities                                         |  |      | (8,563 | ) |      |   | 19,116  |      |  |   | (13,373 | )
|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  
|Increase (decrease) in cash equivalents                                                     |  |      | 9      |   |      |   | (996    | )    |  |   | (4,864  | )
|Cash equivalents at beginning of period                                                     |  |      | 809    |   |      |   | 1,805   |      |  |   | 6,669   |  
|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  
|Cash equivalents at end of period                                                           |  | $    | 818    |   |      | $ | 809     |      |  | $ | 1,805   |  
|                                                                                            |  |      |        |   |      |   |         |      |  |   |         |  



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 68 |  | 2006 Annual Report



---

Managements Reports to ESB Financial Corporation Shareholders

Managements Report on Financial Statements and Practices

ESB
Financial Corporation is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this annual report have
been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on managements best estimates and judgments.

The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability
through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control could
be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control
will provide only reasonable assurance with respect to financial statement preparation.

The Audit Committee, consisting entirely of independent directors,
meets regularly with management, internal auditors and the independent registered public accounting firm, and reviews audit plans and results, as well as managements actions taken in discharging responsibilities for accounting, financial
reporting, and internal control. S.R. Snodgrass, independent registered public accounting firm, and the internal auditors have direct and confidential access to the Audit Committee at all times to discuss the results of their examinations.

Report on Managements Assessment of Internal Control Over Financial Reporting

We, as management of ESB Financial Corporation, are responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in
conformity with United States generally accepted accounting principles. Management assessed the Corporations system of internal control over financial reporting as of December 31, 2006, in relation to criteria for effective internal
control over financial reporting as described in Internal Control  Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of
December 31, 2006, its system of internal control over financial reporting is effective and meets the criteria of the Internal Control  Integrated Framework. S.R. Snodgrass, independent registered public accounting firm, has
issued an attestation report on managements assessment of the Corporations internal control over financial reporting.



|                                                       
|-------------------------------------------------------
|/s/ Charlotte A. Zuschlag                              
|President and Chief Executive Officer                  
|                                                       
|/s/ Charles P. Evanoski                                
|Group Senior Vice President and Chief Financial Officer

March 12, 2007



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 69 |  | 2006 Annual Report



---

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

ESB Financial Corporation

We have audited managements assessment, included in the accompanying Report on Managements Assessment of Internal Control Over Financial
Reporting, that ESB Financial Corporation (the Company) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ESB Financial Corporations management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our
audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could
have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion, managements assessment that ESB Financial Corporation maintained effective internal control over
financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also in our opinion, ESB Financial Corporation, maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2006, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated statement of financial condition of ESB Financial, Corp. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statement of operations, changes in
stockholders equity, and cash flows for each of the two years then ended, and our report dated March 1, 2007, expressed an unqualified opinion.



|                        
|------------------------
|/s/ S.R. Snodgrass, A.C.
|Wexford, Pennsylvania   
|March 1, 2007           



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 70 |  | 2006 Annual Report



---

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

ESB Financial Corporation

We have audited the consolidated statements of financial condition of ESB Financial Corporation and subsidiaries as of December 31, 2006 and 2005,
and the related consolidated statements of operation, changes in stockholders equity, and cash flows for each of the two years in the period ended December 31, 2006. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The accompanying consolidated financial statements of ESB Financial Corporation and subsidiaries for the year
ended December 31, 2004, were audited by other auditors whose report thereon dated March 8, 2005, expressed an unqualified opinion on those statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ESB Financial Corporation and subsidiaries as of December 31, 2006 and
2005, and the consolidated results of their operations and cash flows for each of the two years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of ESB Financial
Corporations and subsidiaries internal control over financial reporting as of December 31, 2006 and 2005, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Our report dated March 1, 2007, expressed an unqualified opinion on managements assessment of the effectiveness of ESB Financial Corporations and subsidiaries internal control over
financial reporting and an unqualified opinion on the effectiveness of ESB Financial Corporations and subsidiaries internal control over financial reporting.



|                        
|------------------------
|/s/ S.R. Snodgrass, A.C.
|Wexford, Pennsylvania   
|March 1, 2007           



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 71 |  | 2006 Annual Report



---

Stock and Dividend Information

Listings and Markets

ESB Financial Corporation common stock is
traded on the Nasdaq Global Select Stock Market under the symbol ESBF. Some of the listed market makers for the Companys common stock include:



|                                                                                                       |  |                                                                                                    |  |     
|------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------- |  | ----
|Sandler ONeill & Partners, LP 919 Third
Avenue, 6thFloor New
York, NY 10022 Telephone: (800) 635-6851 |  | UBS Financial Services One North Wacker Drive,
35thFlr Chicago, IL
60606 Telephone: 1-800-525-4313 |  | LOGO
|                                                                                                       |  |                                                                                                   
|Ryan Beck & Co., Inc. 220 Livingston Orange
Avenue Livingston, NJ 07039 Telephone: (800)
223-8969      |  | RBC Dain Rauscher 500 West Madison Chicago, IL 60661 Telephone: 1-888-655-4135                     |  |     

Number of Stockholders and Shares Outstanding

As of December 31, 2006, there were 2,845 registered stockholders of record and 12,852,705 shares of common stock outstanding entitled to vote, receive dividends and considered outstanding for financial reporting
purposes. The number of stockholders of record does not include the number of persons or entities who hold their stock in nominee or street name.

Dividend Reinvestment Plan

Common stockholders may have cash dividends reinvested to purchase additional shares. Participants may also make
optional cash purchases of common stock through the reinvestment plan and pay no brokerage commissions or fees. To obtain a plan prospectus and authorization card call (800) 368-5948.

Registrar and Transfer Agent

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016

Cash Dividends

The Company has paid regular quarterly cash dividends since its inception in June 1990. During the past two years ended December 31, 2006, the
Company declared cash dividends with the following record and payment dates:



|                   |  |                  |  |                         |     
|------------------ |  | ---------------- |  | ----------------------- | ----
|Record Date        |  | Payment Date     |  | Cash Dividendsper Share
|December 29, 2006  |  | January 25, 2007 |  | $                       | 0.10
|September 29, 2006 |  | October 25, 2006 |  | $                       | 0.10
|June 30, 2006      |  | July 25, 2006    |  | $                       | 0.10
|March 31, 2006     |  | April 25, 2006   |  | $                       | 0.10
|                   |  |                 
|December 31, 2005  |  | January 25, 2006 |  | $                       | 0.10
|September 30, 2005 |  | October 25, 2005 |  | $                       | 0.10
|June 30, 2005      |  | July 25, 2005    |  | $                       | 0.10
|March 31, 2005     |  | April 25, 2005   |  | $                       | 0.10



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 72 |  | 2006 Annual Report



---

Stock and Dividend Information(continued)

Stock Splits and Dividends

The
Company has declared the following stock splits or dividends since its inception:



|                   |  |                  |  |                  |  
|------------------ |  | ---------------- |  | ---------------- | -
|Record Date        |  | Payment Date     |  | PercentageIssued |  
|May 1, 2003        |  | May 15, 2003     |  | 20               | %
|September 30, 2002 |  | October 25, 2002 |  | 20               | %
|May 18, 2001       |  | May 30, 2001     |  | 20               | %
|May 17, 2000       |  | May 31, 2000     |  | 10               | %
|May 15, 1998       |  | May 29, 1998     |  | 10               | %
|July 31, 1997      |  | August 25, 1997  |  | 10               | %
|December 31, 1994  |  | January 25, 1995 |  | 20               | %
|December 31, 1993  |  | January 25, 1994 |  | 20               | %
|May 12, 1993       |  | June 7, 1993     |  | 20               | %
|December 31, 1992  |  | January 25, 1993 |  | 20               | %
|June 30, 1992      |  | July 25, 1992    |  | 20               | %
|December 31, 1991  |  | January 25, 1992 |  | 20               | %

Stock Price Information

The bid and ask price of the Companys common stock were $11.04 and $11.24, respectively, as of January 30, 2007.

The following table sets forth the high and low sale market prices of the Companys common stock as of and during the quarterly periods presented:



|                   |  |              |       |     |   |       |  |   |      
|------------------ |  | ------------ | ----- | --- | - | ----- |  | - | -----
|                   |  | Market Price
|                   |  | High         |       | Low |   | Close
|2006 Quarter Ended |  |              |       |     |   |       |  |   |      
|December 31        |  | $            | 11.79 |     | $ | 10.30 |  | $ | 11.00
|September 30       |  |              | 12.05 |     |   | 10.60 |  |   | 11.00
|June 30            |  |              | 12.49 |     |   | 11.56 |  |   | 11.56
|March 31           |  |              | 13.00 |     |   | 10.81 |  |   | 12.00
|                   |  |              |      
|2005 Quarter Ended |  |              |       |     |   |       |  |   |      
|December 31        |  | $            | 13.00 |     | $ | 10.87 |  | $ | 11.22
|September 30       |  |              | 13.55 |     |   | 11.42 |  |   | 11.85
|June 30            |  |              | 13.75 |     |   | 12.00 |  |   | 13.08
|March 31           |  |              | 14.80 |     |   | 12.70 |  |   | 13.60



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 73 |  | 2006 Annual Report



---

Stock and Dividend Information(continued)

Performance Graph

The following graph
compared the yearly cumulative total return on the common stock over a five-year measurement period with the yearly cumulative total return on the stocks included in (i) the NASDAQ  Total US companies and (ii) the SNL Securities All
Banks and Thrifts Index. All of these cumulative returns are computed assuming the reinvestment of dividends at the frequency with which dividends were paid during the applicable year.

LOGO



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 74 |  | 2006 Annual Report



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Corporate Information

Annual Meeting

The annual meeting of the Companys stockholders will be held at 4:00 p.m., on Wednesday,
April 18, 2007, at the Connoquenessing Country Club, 1512 Mercer Road, Ellwood City, PA 16117.

Stockholder and Investor Information

Copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and related stockholder literature
are available upon written request without charge to stockholders. Requests should be addressed to Frank D. Martz, Group Senior Vice President of Operations and Corporate Secretary, ESB Financial Corporation, 600 Lawrence Avenue, Ellwood City, PA
16117.

We make available on our website, www.esbbank.com, our annual report on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K, on the date which we electronically file these reports with the Securities and Exchange Commission, as well as our code of ethics. Investors are encouraged to access these reports and the other information about our business and
operations on our web site.

Equal Employment Opportunity

ESB Financial Corporation has adopted an affirmative action program to assure equal opportunity for every employee and hires, trains, promotes, compensates and makes all other employment decisions without regard to
race, color, religion, sex, age, national origin, disability or veteran status.

Corporate Headquarters

ESB Financial Corporation

600 Lawrence
Avenue

Ellwood City, PA 16117

Phone: (724) 758-5584

Subsidiary Companies



|                                      |  |                                         
|------------------------------------- |  | ----------------------------------------
|ESB Bank                              |  | PennFirst Financial Services, Inc.      
|ESB Financial Services, Inc.          |  | ESB Capital Trust II                    
|AMSCO, Inc.                           |  | ESB Statutory Trust III                 
|ESB Bank Building Associates          |  | ESB Capital Trust IV                    
|AMS Ventures, LLC                     |  | THF, Inc d/b/a Elite Settlement Services
|Madison Woods Joint Venture           |  |                                         
|McCormick Place Associates            |  |                                         
|The Links at Deer Run Associates, LLC |  |                                         
|McCormick Farms, LLC                  |  |                                         
|Brandy One, LLC                       |  |                                         
|The Vineyards at Brandywine, LP       |  |                                         
|Cobblestone Village, LP               |  |                                         
|The Meadows at Hampton, LP            |  |                                         
|Springfield Partners, LP              |  |                                         



|                                              |  |                                      
|--------------------------------------------- |  | -------------------------------------
|Independent Registered Public Accounting Firm |  | Special Counsel                      
|                                              | 
|SR Snodgrass, AC                              |  | Elias, Matz, Tiernan & Herrick L.L.P.
|2100 Corporate Drive, Suite 400               |  | 734 15thStreet, NW                   
|Wexford, PA 15090                             |  | Washington, DC 20005                 



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 75 |  | 2006 Annual Report



---

Audit Committee



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 76 |  | 2006 Annual Report



---

Board of Directors



|                                                          |  |                                                              
|--------------------------------------------------------- |  | -------------------------------------------------------------
|ESB FINANCIAL CORPORATION                                
|                                                          | 
|William B. Salsgiver                                      |  | Charles Delman                                               
|Chairman of the Board                                     |  | Retired Chairman, President & CEO - ESB Bancorp, Inc.        
|A Principal - Perry Homes                                 |  |                                                              
|                                                          | 
|Herbert S. Skuba                                          |  | Mario J. Manna                                               
|Vice Chairman of the Board                                |  | Retired Tax Collector - Borough of Coraopolis                
|Director, President & CEO -Ellwood City Hospital          |  |                                                              
|                                                          | 
|Charlotte A. Zuschlag                                     |  | Lloyd L. Kildoo                                              
|President & Chief Executive Officer                       |  | Owner & Funeral Director - Glenn-Kildoo Funeral Homes        
|                                                          | 
|                                                          |  | James P. Wetzel, Jr.                                         
|                                                          |  | Retired President & CEO - PHSB Financial Corporation         
|                                                         
|ESB BANK                                                 
|                                                          | 
|William B. Salsgiver                                      |  | Johanna C. Guehl                                             
|Chairman of the Board                                     |  | Owner- Law Offices of Johanna C. Guehl                       
|A Principal - Perry Homes                                 |  | Affiliate - Kathy L. Hess & Associates, CPAs                
|                                                          | 
|Herbert S. Skuba                                          |  | Lloyd L. Kildoo                                              
|Vice Chairman of the Board                                |  | Owner & Funeral Director - Glenn-Kildoo Funeral Homes        
|Director, President & CEO - Ellwood City Hospital         |  |                                                              
|                                                          | 
|Charlotte A. Zuschlag                                     |  | Mario J. Manna                                               
|President & Chief Executive Officer                       |  | Retired Tax Collector - Borough of Coraopolis                
|                                                          | 
|Raymond K. Aiken                                          |  | Joseph W. Snyder                                             
|Retired President & COO - Lockhart Chemical Co.           |  | Sourcing Agent - Equitable Resources, Inc.                   
|                                                          | 
|Joseph D. Belas                                           |  | Jefrey F. Wall                                               
|Retired Director- PHSB Financial Corporation              |  | Vice President/Operations - R.J. Rhodes Transit, Inc.        
|                                                          | 
|Charles Delman                                            |  | James P. Wetzel, Jr.                                         
|Retired Chairman, President & CEO - ESB Bancorp, Inc.     |  | Retired President & CEO - PHSB Financial Corporation         
|                                                         
|ESB BANK- DIRECTOR EMERITUS                              
|                                                          | 
|Guy Dille, CPA                                            |  | Edward W. Preskar, RA                                        
|Retired Chief Financial Officer -Williams & Company, Inc. |  | Retired Director of Facilities- School District of Pittsburgh



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 77 |  | 2006 Annual Report



---

Corporate Officers, Advisory Board and Bank Officers



|                                                         |  |                              
|-------------------------------------------------------- |  | -----------------------------
|ESB FINANCIAL CORPORATION                                |  | ESB BANK, (continued)        
|William B. Salsgiver                                     |  | Vice Presidents              
|Chairman of the Board                                    |  | Deborah A. Allen             
|Charlotte A. Zuschlag                                    |  | Kathleen A. Bender           
|President & Chief Executive Officer                      |  | Charlotte M. Bolinger        
|                                                         |  | Thomas E. Campbell           
|Group Senior Vice Presidents                             |  | John R. Fogg                 
|Thomas F. Angotti - Administration                       |  | Louis C. Frischkorn          
|Charles P. Evanoski - Chief Financial Officer            |  | Nancy A. Glitsch             
|Frank D. Martz- Operations & Corporate Secretary         |  | Deborah S. Goehring          
|Todd F. Palkovich - Lending                              |  | Peter J. Greco               
|                                                         |  | Paul F. Hoyson               
|Senior Vice Presidents                                   |  | Brian W. Hulme               
|Robert A. Ackerman- Audit & Loan Review                  |  | Mary Ann Leonardo            
|Richard E. Canonge- Treasurer                            |  | Sally A. Mannarino           
|Robert J. Colalella- Marketing, Facilities & CRA officer |  | Larry Mastrean               
|John W. Donaldson II- Lending                            |  | Joseph R. Pollock, III       
|Teresa Krukenberg- Operations                            |  | Wayne G. Zerishnek           
|Ronald J. Mannarino- Asset/Liability Management          |  | Pamela K. Zikeli             
|Mark A. Platz- Information Technology                    |  |                              
|Ronald E. Pompeani- Lending                              |  | Assistant Vice Presidents    
|Marilyn Scripko- Lending                                 |  | Susan B. Antolic             
|John T. Stunda- Human Resources                          |  | Janet S. Barletta            
|Bonita L. Wadding- Controller                            |  | James D. Bish                
|                                                         |  | Judy L. Diesing              
|ESB BANK, ADVISORY BOARD                                 |  | Susan C. Fisher              
|Charles Delman                                           |  | Theresa A. Gerst             
|Retired Chairman, President & CEO -ESB Bancorp, Inc.     |  | Christine L. Gillen          
|George C. Dorsch                                         |  | Margaret A. Haefele          
|Retired Engineer -                                       |  | G. Fred Knopp, Jr.           
|Dept. of Transportation, Commonwealth of Pennsylvania    |  | David L. Kramer              
|Dr. Allan Gastfriend                                     |  | Mary C. Magestro             
|Retired Dentist                                          |  | Barbara E. Martinelli        
|Watson F. McGaughey, Jr.                                 |  | Beth A. McClymonds           
|Retired President - McGaughey Buses, Inc.                |  | Marianne L. Mills            
|Donald R. Miller                                         |  | Ann R. Nelson                
|Retired President - Miller & Sons Chevrolet              |  | Jonathan D. Newell           
|                                                         |  | Deborah F. Pagley            
|ESB BANK                                                 |  | Timothy S. Robinson          
|William B. Salsgiver                                     |  | Cynthia L. Scaramazza        
|Chairman of the Board                                    |  | Jackie A. Smith              
|Charlotte A. Zuschlag                                    |  | Linda Smith                  
|President & Chief Executive Officer                      |  | Kathy A. Smyth               
|                                                         |  | Sharon L. Speicher           
|Group Senior Vice Presidents                             |  | Karla L. Spinelli            
|Thomas F. Angotti                                        |  | Joyce A. Stellitano          
|Charles P. Evanoski                                      |  | Robert Tatka                 
|Frank D. Martz                                           |  | Volynda Teets                
|Todd F. Palkovich                                        |  | Sara F. Vattimo              
|                                                         |  | Janice L. Voynik             
|Senior Vice Presidents                                   |  |                              
|Robert A. Ackerman                                       |  | Assistant Secretaries        
|Richard E. Canonge                                       |  | Linda A. MacMurdo            
|Robert J. Colalella                                      |  | Dana M. Martz                
|John W. Donaldson II                                     |  | Robin Scheffler              
|Teresa Krukenberg                                        |  |                              
|Ronald J. Mannarino                                      |  | THF, Inc.                    
|Mark A. Platz                                            |  | Rocco Abbatangelo - President
|Ronald E. Pompeani                                       |  |                              
|Marilyn Scripko                                          |  |                              
|John T. Stunda                                           |  |                              
|Bonita L. Wadding                                        |  |                              



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 78 |  | 2006 Annual Report



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Board of Directors

Board of Directors of ESB Bank, are, seated from left, William B. Salsgiver, Charles Delman, Guy Dille (Director Emeritus), Raymond K. Aiken, Lloyd L. Kildoo and Edward W. Preskar (Director Emeritus). Standing from left are Herbert S.
Skuba, Charlotte A. Zuschlag, Joseph W. Snyder, Jefrey F. Wall, Johanna C. Guehl, James P. Wetzel, Joseph D. Belas and Mario J. Manna.



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 79 |  | 2006 Annual Report



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Quarter Century Club



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 80 |  | 2006 Annual Report



---

Office Locations and Financial Services Managers



|                                               |  |                                                     |  |                                                   
|---------------------------------------------- |  | --------------------------------------------------- |  | --------------------------------------------------
|ALIQUIPPA                                      |  | CORAOPOLIS                                          |  | NEW BRIGHTON                                      
|Janet Barletta, Financial Services Manager     |  | Larry Mastrean, Regional Financial Services Manager |  | G. Fredd Knopp Jr, Financial Services Manager     
|Phone: 724-378-4436                            |  | Phone: 412-264-8862                                 |  | Phone: 724-846-4920                               
|Fax: 724-378-1204                              |  | Fax: 412-264-5960                                   |  | Fax: 724-846-7805                                 
|2301 Sheffield Road                            |  | 900 Fifth Avenue                                    |  | 800 Third Avenue                                  
|Aliquippa, PA 15001                            |  | Coraopolis, PA 15108                                |  | New Brighton, PA 15066                            
|                                               |  |                                                    
|AMBRIDGE                                       |  | DARLINGTON                                          |  | NORTH SHORE                                       
|Jackie Smith, Financial Services Manager       |  | Christine Gillen, Financial Services Manager        |  | Theresa Gerst, Financial Services Manager         
|Phone: 724-266-5002                            |  | Phone: 724-827-8500                                 |  | Phone: 412-231-7297                               
|Fax: 724-266-6178                              |  | Fax: 724-827-8502                                   |  | Fax: 412-231-4097                                 
|506 Merchant Street                            |  | 233 Second Street, PO Box 305                       |  | 807 Middle Street                                 
|Ambridge, PA 15003                             |  | Darlington, PA 16115                                |  | Pittsburgh, PA 15212                              
|                                               |  |                                                    
|BALDWIN                                        |  | ELLWOOD CITY                                        |  | NORTHERN LIGHTS                                   
|Sharon Speicher, Financial Services Manager    |  | Pamela Zikeli, Regional Financial Services Manager  |  | Janice Voynik, Financial Services Manager         
|Phone: 412-655-8670                            |  | Phone: 724-758-5584                                 |  | Phone: 724-869-2193                               
|Fax: 412-655-8116                              |  | Fax: 724-758-0576                                   |  | Fax: 724-869-2196                                 
|5035 Curry Road                                |  | 600 Lawrence Avenue                                 |  | 1555 Beaver Road                                  
|Pittsburgh, PA 15236                           |  | Ellwood City, PA 16117                              |  | Baden, PA 15005                                   
|                                               |  |                                                    
|BEAVER                                         |  | FOX CHAPEL                                          |  | SHENANGO TOWNSHIP                                 
|Linda Smith, Financial Services Manager        |  | Joyce Stellitano, Financial Services Manager        |  | Charlotte Bolinger, Financial Services Manager    
|Phone: 724-775-1052                            |  | Phone: 412-782-6500                                 |  | Phone: 724-654-7781                               
|Fax: 724-775-6687                              |  | Fax: 412-782-1279                                   |  | Fax: 724-654-1643                                 
|701 Corporation Street                         |  | 1060 Freeport Road                                  |  | Lawrence Village Plaza                            
|Beaver, PA 15009                               |  | Pittsburgh, PA 15238                                |  | New Castle, PA 16101                              
|                                               |  |                                                    
|BEAVER FALLS                                   |  | FRANKLIN TOWNSHIP                                   |  | SPRING HILL                                       
|Susan Fisher, Financial Services Manager       |  | Thomas Campbell, Financial Services Manager         |  | Marianne Mills, Financial Services Manager        
|Phone: 724-847-4004                            |  | Phone: 724-752-2500                                 |  | Phone: 412-231-0819                               
|Fax: 724-846-0718                              |  | Fax: 724-752-2502                                   |  | Fax: 412-231-0822                                 
|1427 Seventh Avenue                            |  | 1793 Mercer Road                                    |  | Itin & Rhine Streets                              
|Beaver Falls, PA 15010                         |  | Ellwood City, PA 16117                              |  | Pittsburgh, PA 15212                              
|                                               |  |                                                    
|BEECHVIEW                                      |  | HOPEWELL TOWNSHIP                                   |  | TROY HILL                                         
|Barbara Martinelli, Financial Services Manager |  | Karla Spinelli, Financial Services Manager          |  | Margaret Haefele, Financial Services Manager      
|Phone: 412-344-7211                            |  | Phone: 724-378-0505                                 |  | Phone: 412-231-8238                               
|Fax: 412-344-7213                              |  | Fax: 724-378-0530                                   |  | Fax: 412-231-1910                                 
|1550 Beechview Avenue                          |  | 2293 Broadhead Road                                 |  | 1706 Lowrie Street                                
|Pittsburgh, PA 15216                           |  | Aliquippa, PA 15001                                 |  | Pittsburgh, PA 15212                              
|                                               |  |                                                    
|CENTER TOWNSHIP                                |  | NESHANNOCK TOWNSHIP                                 |  | WEXFORD                                           
|Judy Diesing, Financial Services Manager       |  | Deborah Goehring, Financial Services Manager        |  | Deborah Allen, Regional Financial Services Manager
|Phone: 724-774-0332                            |  | Phone: 724-658-8825                                 |  | Phone: 724-934-8989                               
|Fax: 724-774-7869                              |  | Fax: 724-658-5483                                   |  | Fax: 724-934-3026                                 
|3531 Broadhead Road                            |  | 3360 Wilmington Road                                |  | 101 Wexford-Bayne Road                            
|Monaca, PA 15061                               |  | New Castle, PA 16105                                |  | Wexford, PA 15090                                 
|                                               |  |                                                    
|CHIPPEWA TOWNSHIP                              |  |                                                     |  | ZELIENOPLE                                        
|David Kramer, Financial Services Manager       |  |                                                     |  | Cynthia Scaramazza, Financial Services Manager    
|Phone: 724-846-6200                            |  |                                                     |  | Phone: 724-452-6500                               
|Fax: 724-846-6242                              |  |                                                     |  | Fax: 724-452-6503                                 
|2521 Darlington Road                           |  |                                                     |  | 17 Northgate Plaza Unit 22                        
|Beaver Falls, PA 15010                         |  |                                                     |  | Harmony, PA 16037                                 



|                          |  |    |  |                   
|------------------------- |  | -- |  | ------------------
|ESB Financial Corporation |  | 81 |  | 2006 Annual Report



---

LOGO

Coming in the Spring of 2007

Our New Shenango Township Office



---

ESB FINANCIAL CORPORATION

600 Lawrence Avenue

Ellwood City, Pennsylvania 16117

Phone: (724) 758-5584