exhibit10-2.htm


    
      

      

    

     

    
      Exhibit
        10.2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          ESB
            BANK

          AMENDED
            AND RESTATED EMPLOYMENT AGREEMENT

          


          


          This
            AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and
            entered into as of the 20th day of November 2007, between ESB Bank (the
“Bank”),
            a Pennsylvania chartered savings bank and a wholly owned subsidiary of
            ESB
            Financial Corporation (the “Corporation”), and Charlotte A. Zuschlag (the
“Executive”).

          


          


          WITNESSETH

          


          WHEREAS,
            the Executive is currently employed as President and Chief Executive
            Officer of
            the Bank pursuant to an amended employment agreement between the Bank
            and the
            Executive entered into as of December 1, 2002 and which was further amended
            and
            restated as of November 21, 2006 (the “Prior Agreement”);

          


          WHEREAS,
            the Executive is currently employed as President and Chief Executive
            Officer of
            the Corporation, a Pennsylvania corporation (the Corporation and the
            Bank are
            referred to together herein as the “Employers”), pursuant to an amended
            employment agreement entered into as of December 1, 2002, which was amended
            and
            restated as of November 21, 2006 and which is being further amended and
            restated
            as of the date hereof;

          


          WHEREAS,
            the Bank desires to amend and restate the Prior Agreement in order to
            make
            changes to comply with Section 409A of the Internal Revenue Code of 1986,
            as
            amended (the “Code”), as well as certain other changes;

          


          WHEREAS,
            the Bank desires to assure itself of the continued availability of the
            Executive’s services as provided in this Agreement; and

          


          WHEREAS,
            the Executive is willing to serve the Bank on the terms and conditions
            hereinafter set forth;

          


          NOW
            THEREFORE, in consideration of the mutual agreements herein contained,
            and upon
            the other terms and conditions hereinafter provided, the Bank and the
            Executive
            hereby agree as follows:

          


          1.           Definitions.  The
            following words and terms shall have the meanings set forth below for
            the
            purposes of this Agreement:

          


          (a)           Average
            Annual Compensation.  The Executive's “Average Annual
            Compensation” for purposes of this Agreement shall be deemed to mean the average
            level of compensation paid to the Executive by the Employers or any subsidiary
            thereof during the most recent five taxable years preceding the year
            in which
            the Date of Termination occurs and included in the Executive's gross
            income for
            tax purposes and any income earned and deferred by the Executive during
            such
            period pursuant to any plan or arrangement of the Employers.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          (b)           Base
            Salary.  “Base Salary” shall have the meaning set forth in
            Section 3(a) hereof.

          


          (c)           Cause.
            Termination of the Executive's employment for “Cause” shall mean termination
            because of personal dishonesty, incompetence, willful misconduct, breach
            of
            fiduciary duty involving personal profit, intentional failure to perform
            stated
            duties, willful violation of any law, rule or regulation (other than
            traffic
            violations or similar offenses) or final cease-and-desist order or material
            breach of any provision of this Agreement.

          


          (d)           Change
            in Control.  “Change in Control” shall mean a change in the
            ownership of the Corporation or the Bank, a change in the effective control
            of
            the Corporation or the Bank or a change in the ownership of a substantial
            portion of the assets of the Corporation or the Bank, in each case as
            provided
            under Section 409A of the Code and the regulations thereunder.

          


          (e)           Code.  “Code”
            shall mean the Internal Revenue Code of 1986, as amended.

          


          (f)           Date
            of Termination.  “Date of Termination” shall mean (i) if the
            Executive's employment is terminated for Cause, the date on which the
            Notice of
            Termination is given, and (ii) if the Executive's employment is terminated
            for
            any other reason, the date specified in such Notice of Termination.

          


          (g)           Disability.  “Disability”
            shall mean the Executive (i) is unable to engage in any substantial gainful
            activity by reason of any medically determinable physical or mental impairment
            which can be expected to result in death or can be expected to last for
            a
            continuous period of not less than 12 months, or (ii) is, by reason of
            any
            medically determinable physical or mental impairment which can be expected
            to
            result in death or can be expected to last for a continuous period of
            not less
            than 12 months, receiving income replacement benefits for a period of
            not less
            than three months under an accident and health plan covering employees
            of the
            Employers.

          


          (h)           Good
            Reason.  Termination by the Executive of the Executive's
            employment for “Good Reason” shall mean termination by the Executive based on
            the occurrence of any of the following events:

          


          (i)           any
            material breach of this Agreement by the Employers, including without
            limitation
            any of the following: (A) a material diminution in the Executive’s base
            compensation, (B) a material diminution in the Executive’s authority, duties or
            responsibilities as prescribed in Section 2, or (C) any requirement that
            the
            Executive report to a corporate officer or employee of the Employers
            instead of
            reporting directly to the Boards of Directors of the Employers, or

           

          
 

          
            
              
              

            

            
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          (ii)           any
            material change in the geographic location at which the Executive must
            perform
            her services under this Agreement;

          


          provided,
            however, that prior to any termination of employment for Good Reason,
            the
            Executive must first provide written notice to the Employers within ninety
            (90)
            days of the initial existence of the condition, describing the existence
            of such
            condition, and the Employers shall thereafter have the right to remedy
            the
            condition within thirty (30) days of the date the Employers received
            the written
            notice from the Executive.  If the Employers remedy the condition
            within such thirty (30) day cure period, then no Good Reason shall be
            deemed to
            exist with respect to such condition.  If the Employers do not remedy
            the condition within such thirty (30) day cure period, then the Executive
            may
            deliver a Notice of Termination for Good Reason at any time within sixty
            (60)
            days following the expiration of such cure period.

          


          (i)           IRS.  IRS
            shall mean the Internal Revenue Service.

          


          (j)           Notice
            of Termination.  Any purported termination of the Executive's
            employment by the Bank for any reason, including without limitation for
            Cause,
            Disability or Retirement, or by the Executive for any reason, including
            without
            limitation for Good Reason, shall be communicated by a written “Notice of
            Termination” to the other party hereto.  For purposes of this
            Agreement, a “Notice of Termination” shall mean a dated notice which (i)
            indicates the specific termination provision in this Agreement relied
            upon, (ii)
            sets forth in reasonable detail the facts and circumstances claimed to
            provide a
            basis for termination of the Executive's employment under the provision
            so
            indicated, (iii) specifies a Date of Termination, which shall be not
            less than
            thirty (30) nor more than ninety (90) days after such Notice of Termination
            is
            given, except in the case of the Bank's termination of Executive's employment
            for Cause, which shall be effective immediately, and (iv) is given in
            the manner
            specified in Section 10 hereof.

          


          (k)           Retirement.  “Retirement”
            shall mean voluntary termination by the Executive in accordance with
            the
            Employers' retirement policies, including early retirement, generally
            applicable
            to their salaried employees.

          


          2.           Term
            of Employment.

          


          (a)           The
            Bank hereby employs the Executive as President and Chief Executive Officer
            and
            the Executive hereby accepts said employment and agrees to render such
            services
            to the Bank on the terms and conditions set forth in this
            Agreement.  The term of employment under this Agreement shall be until
            the three-year anniversary of December 1, 2007 and, upon approval of
            the Board
            of Directors of the Bank, shall extend for an additional year on December
            1st of
            each subsequent
            calendar year such that at any time after December 1, 2008 the remaining
            term of
            this Agreement shall be from two to three years, absent notice of non-renewal
            as
            set forth below.  Prior to December 1, 2008 and each December 1st  thereafter,
            the Board of Directors of the Bank shall consider and review (with appropriate
            corporate documentation thereof, and after taking into account all relevant
            factors, including the Executive's performance hereunder) an extension
            of the
            term of this Agreement, and the term shall continue to extend each year
            if the
            Board of Directors approves such extension unless the Executive gives
            written
            notice to the Employers of the Executive's election not to extend the
            term, with
            such written notice to be given not less than thirty (30) days prior
            to any such
            December 1st. If the Board of Directors elects not to extend the term,
            it shall
            give written notice of such decision to the Executive not less than thirty
            (30)
            days prior to any such December 1st.  If any party gives timely notice
            that the term will not be extended as of December 1st of
            any year, then
            this Agreement shall terminate at the conclusion of its remaining
            term.  References herein to the term of this Agreement shall refer
            both to the initial term and successive terms.

           

          
 

          
            
              
              

            

            
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          (b)           During
            the term of this Agreement, the Executive shall perform such executive
            services
            for the Bank as may be consistent with her titles and from time to time
            assigned
            to her by the Bank's Board of Directors.

          


          3.           Compensation
            and Benefits.

          


          (a)           The
            Employers shall compensate and pay the Executive for her services during
            the
            term of this Agreement at a minimum base salary of $388,100 per year
            (“Base
            Salary”), which may be increased from time to time in such amounts as may be
            determined by the Boards of Directors of the Employers and may not be
            decreased
            without the Executive's express written consent.  In addition to her
            Base Salary, the Executive shall be entitled to receive during the term
            of this
            Agreement such bonus payments as may be determined by the Boards of Directors
            of
            the Employers.

          


          (b)           During
            the term of this Agreement, the Executive shall be entitled to participate
            in
            and receive the benefits of any pension or other retirement benefit plan,
            profit
            sharing, stock option, employee stock ownership, or other plans, benefits
            and
            privileges given to employees and executives of the Employers, to the
            extent
            commensurate with her then duties and responsibilities, as fixed by the
            Boards
            of Directors of the Employers.  The Bank shall not make any changes in
            such plans, benefits or privileges which would adversely affect the Executive's
            rights or benefits thereunder, unless such change occurs pursuant to
            a program
            applicable to all executive officers of the Bank and does not result
            in a
            proportionately greater adverse change in the rights of or benefits to
            the
            Executive as compared with any other executive officer of the
            Bank.  Nothing paid to the Executive under any plan or arrangement
            presently in effect or made available in the future shall be deemed to
            be in
            lieu of the salary payable to the Executive pursuant to Section 3(a)
            hereof.

          


          (c)             During
            the term of this Agreement, the Executive shall be entitled to paid annual
            vacation in accordance with the policies as established from time to
            time by the
            Boards of Directors of the Employers, which shall in no event be less
            than six
            weeks per annum.  The Executive shall not be entitled to receive any
            additional compensation from the Employers for failure to take a vacation,
            nor
            shall the Executive be able to accumulate unused vacation time from one
            year to
            the next, except to the extent authorized by the Boards of Directors
            of the
            Employers.

           

          
 

          
            
              
              

            

            
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          (d)           During
            the term of this Agreement, in keeping with past practices, the Employers
            shall
            continue to provide the Executive with the automobile she presently drives.
            The
            Employers shall be responsible and shall pay for all costs of insurance
            coverage, repairs, maintenance and other incidental expenses, including
            license,
            fuel and oil.  If such expenses are paid in the first instance by the
            Executive, the Employers shall reimburse the Executive therefor.  Such
            reimbursement shall be paid promptly by the Employers and in any event
            no later
            than March 15 of the year immediately following the year in which such
            expenses
            were incurred.

          


          (e)           In
            the event the Executive's employment is terminated by the Corporation
            due to the
            Executive’s Disability, Retirement or death, the Employers shall provide
            continued life, medical, dental and disability coverage substantially
            identical
            to the coverage maintained by the Employers for the Executive immediately
            prior
            to her termination.  The medical and dental coverage shall continue
            until the earlier of (a) the Executive’s death, except for coverage of any
            beneficiaries pursuant to Section 3(f) below, or (b) the date on which
            the
            Executive is entitled to receive benefits from a subsequent employer
            which are
            substantially similar to the medical and dental coverage provided by
            the
            Corporation.  The life and disability coverage shall cease upon the
            earlier of the expiration of the remaining term of this Agreement or
            the
            Executive’s death.  During the period that the Executive receives
            medical and dental coverage and/or life and disability coverage, the
            Executive
            shall pay the employee share of the costs of such coverages as if she
            was still
            an employee; provided that any insurance premiums payable by the Employers
            or
            any successors pursuant to this Section 3(e) shall be payable at such
            times and
            in such amounts as if the Executive was still an employee of the Employers,
            subject to any increases in such amounts imposed  by the insurance
            company or COBRA, and the amount of insurance premiums required to be
            paid by
            the Employers in any taxable year shall not affect the amount of insurance
            premiums required to be paid by the Employers in any other taxable year;
            and
            provided further that if the participation of the Executive or other
            covered
            dependents in any group insurance plan is barred, the Employers shall
            either
            arrange to provide such persons with insurance benefits substantially
            similar to
            those which the Executive was entitled to receive under such group insurance
            plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency
            amount within thirty (30) days following the Date of Termination based
            on the
            annualized rate of premiums being paid by the Employers as of the Date
            of
            Termination.

          


          (f)           In
            the event of the Executive's death during the term of this Agreement,
            her
            spouse, estate, legal representative or named beneficiaries (as directed
            by the
            Executive in writing) shall be paid on a monthly basis the Executive's
            annual
            compensation from the Employers at the rate in effect at the time of
            the
            Executive's death for the remainder of the term of this Agreement, as
            well as
            the medical and dental benefits specified in Section 3(e) above to any
            dependents of the Executive who were covered by the Employers at the
            time of the
            Executive’s death.  In the event the Executive’s employment is
            terminated due to Disability during the term of this Agreement, the Executive
            shall be paid on a monthly basis (i) the Executive’s annual compensation from
            the Employers at the rate in effect at the time of termination due to
            Disability
            for the remainder of the term of this Agreement, as well as the benefits
            specified in Section 3(e) hereof, and (ii) upon the expiration of the
            term of
            this Agreement, two-thirds (66.67%) of the Executive’s Base Salary at the time
            of termination due to Disability until the Executive reaches the normal
            retirement age of 65; provided however, there shall be deducted from
            the amounts
            paid the Executive pursuant  to this Section 3(f), any amounts
            actually paid to the Executive pursuant to any disability insurance or
            similar
            plan or program which the Employers have instituted or may institute
            on behalf
            of the Executive or their employees for the purpose of compensating employees
            in
            the event of disability, the Social Security Act, the Workers Compensation
            or
            Occupational Disease Act, or any state disability benefit law; and provided
            further however, that such payments shall be delayed until the first
            business
            day of the month following the lapse of six months from the date of termination
            of employment if deemed necessary by the Employers to avoid the tax and
            interest
            penalties imposed by Section 409A of the Code.  If the payments are
            delayed pursuant to the last proviso clause in the preceding sentence,
            then the
            payments that would have been provided to the Executive in the absence
            of such
            six-month delay shall be paid to the Executive on the first business
            day of the
            month following the lapse of six months from the date of termination
            of
            employment.  Any insurance premiums payable by the Employers or any
            successors pursuant to this Section 3(f) shall be payable at such times
            and in
            such amounts as if the Executive was still an employee of the Employers,
            subject
            to any increases in such amounts imposed  by the insurance company or
            COBRA, and the amount of insurance premiums required to be paid by the
            Employers
            in any taxable year shall not affect the amount of insurance premiums
            required to be paid by the Employers in any other taxable year; and provided
            further that if the participation of the Executive or other covered dependents
            in any group insurance plan is barred, the Employers shall either arrange
            to
            provide such persons with insurance benefits substantially similar to
            those
            which the Executive was entitled to receive under such group insurance
            plan or,
            if such coverage cannot be obtained, pay a lump
            sum cash equivalency amount
            within thirty (30) days following the Date of Termination
            based on the annualized rate of premiums being paid by the Employers
            as of the
            Date of Termination.

           

          
 

          
            
              
              

            

            
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          (g)           The
            Executive's compensation, benefits and expenses shall be paid by the
            Corporation
            and the Bank in the same proportion as the time and services actually
            expended
            by the Executive on behalf of each respective Employer.

          


          4.           Expenses.  The
            Employers shall reimburse the Executive or otherwise provide for or pay
            for all
            reasonable expenses incurred by the Executive in furtherance of or in
            connection
            with the business of the Employers, including, but not by way of limitation,
            automobile expenses described in Section 3(d) hereof, traveling expenses,
            and
            all reasonable entertainment expenses (whether incurred at the Executive's
            residence, while traveling or otherwise), subject to such reasonable
            documentation and other limitations as may be established by the Boards
            of
            Directors of the Employers.  If such expenses are paid in the first
            instance by the Executive, the Employers shall reimburse the Executive
            therefor.  Such reimbursement shall be paid promptly by the Employers
            and in any event no later than March 15 of the year immediately following
            the
            year in which such expenses were incurred.

           

          
 

          
            
              
              

            

            
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          5.           Termination.

          


          (a)           The
            Bank shall have the right, at any time upon prior Notice of Termination,
            to
            terminate the Executive's employment hereunder for any reason, including
            without
            limitation termination for Cause, Disability or Retirement, and the Executive
            shall have the right, upon prior Notice of Termination, to terminate
            her
            employment hereunder for any reason.

          


          (b)           In
            the event that (i) the Executive's employment is terminated by the Bank
            for
            Cause or (ii) the Executive terminates her employment hereunder other
            than for
            Disability, Retirement, death or Good Reason, the Executive shall have
            no right
            pursuant to this Agreement to compensation or other benefits for any
            period
            after the applicable Date of Termination.

          


          (c)           In
            the event that the Executive's employment is terminated as a result of
            Disability, Retirement or the Executive's death during the term of this
            Agreement, the Executive shall have no right pursuant to this Agreement
            to
            compensation or other benefits for any period after the applicable Date
            of
            Termination, except as provided for in Sections 3(e) and 3(f)
            hereof.

          


          (d)           In
            the event that (i) the Executive's employment is terminated by the Bank
            for
            other than Cause, Disability, Retirement or the Executive's death or
            (ii) such
            employment is terminated by the Executive for Good Reason, then the Bank
            shall,
            subject to the provisions of Section 6 hereof, if applicable,

          


          (A)           pay
            to the Executive, in a lump sum as of the Date of Termination, a cash
            severance
            amount equal to three (3) times that portion of the Executive's Average
            Annual
            Compensation paid by the Bank,

          


          (B)           maintain
            and provide for a period ending at the earlier of (i) thirty-six (36)
            months
            after the Date of Termination or (ii) the date of the Executive's full-time
            employment by another employer (provided that the Executive is entitled
            under
            the terms of such employment to benefits substantially similar to those
            described in this subparagraph (B)), at no cost to the Executive, the
            Executive's continued participation in all group insurance, life insurance,
            health and accident insurance, and disability insurance offered by the
            Bank in
            which the Executive was participating immediately prior to the Date of
            Termination, with such coverage to be provided on the same terms as similar
            coverage is provided to other employees of the Employers; provided that
            any
            insurance premiums payable by the Employers or any successors pursuant
            to this
            Section 5(d)(B) shall be payable at such times and in such amounts (except
            that
            the Employers shall also pay any employee portion of the premiums) as
            if the
            Executive was still an employee of the Employers, subject to any increases
            in
            such amounts imposed by the insurance company or COBRA, and the amount
            of
            insurance premiums required to be paid by the Employers in any taxable
            year
            shall not affect the amount of insurance premiums required to be paid
            by the
            Employers in any other taxable year.  If the participation of the
            Executive or other covered dependents in any group insurance plan is
            barred, the
            Employers shall either arrange to provide such persons with insurance
            benefits
            substantially similar to those which the Executive was entitled to receive
            under
            such group insurance plan or, if such coverage cannot be obtained, pay
            a lump
            sum cash equivalency amount within thirty (30) days following the Date
            of
            Termination based on the annualized rate of premiums being paid by the
            Employers
            as of the Date of Termination;

           

          
 

          
            
              
              

            

            
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          (C)           if
            the Executive is still receiving medical and dental coverage pursuant
            to Section
            5(d)(B) above upon the expiration of thirty-six (36) months after the
            Date of
            Termination, maintain and provide medical and dental coverage for the
            Executive
            for a period ending at the earlier of (i) the Executive’s death or (ii) the date
            on which the Executive is entitled to receive benefits from a subsequent
            employer which are substantially similar to the medical and dental coverage
            provided by the Bank, provided that during the period that the Executive
            receives medical and dental coverage pursuant to this Section 5(d)(C),
            the
            Executive shall pay the employee share of the costs of such coverage
            as if she
            was still an employee, and provided further that any insurance premiums
            payable
            by the Employers or any successors pursuant to this Section 5(d)(C) shall
            be
            payable at such times and in such amounts as if the Executive was still
            an
            employee of the Employers, subject to any increases in such amounts
            imposed  by the insurance company or COBRA, and the amount of
            insurance premiums required to be paid by the Employers in any taxable
            year
            shall not affect the amount of insurance premiums required to be paid
            by the
            Employers in any other taxable year.  If the participation of the
            Executive or other covered dependents in any group insurance plan is
            barred, the
            Employers shall either arrange to provide such persons with insurance
            benefits
            substantially similar to those which the Executive was entitled to receive
            under
            such group insurance plan or, if such coverage cannot be obtained, pay
            a lump
            sum cash equivalency amount within thirty (30) days following the Date
            of
            Termination based on the annualized rate of premiums being paid by the
            Employers
            as of the Date of Termination; and

          


          (D)           pay
            to the Executive, in a lump sum within thirty (30) following the Date
            of
            Termination, a cash amount equal to the projected cost to the Employers
            of
            providing benefits to the Executive for a period of three years pursuant
            to any
            other employee benefit plans, programs or arrangements offered by the
            Employers
            in which the Executive was entitled to participate immediately prior
            to the Date
            of Termination (excluding retirement plans or stock compensation plans
            of the
            Employers), with the projected cost to the Employers to be based on the
            costs
            incurred for the calendar year immediately preceding the year in which
            the Date
            of Termination occurs and with any automobile-related costs to exclude
            any
            depreciation on Bank-owned automobiles.

          


          6.           Limitation
            of Benefits under Certain Circumstances.  If the payments and
            benefits pursuant to Section 5 hereof, either alone or together with
            other
            payments and benefits which the Executive has the right to receive from
            the
            Bank, would constitute a “parachute payment” under Section 280G of the Code,
            then the payments and benefits payable by the Bank pursuant to Section
            5 hereof
            shall be reduced by the minimum amount necessary to result in no portion
            of the
            payments and benefits payable by the Bank under Section 5 being non-deductible
            to the Bank pursuant to Section 280G of the Code and subject to the excise
            tax
            imposed under Section 4999 of the Code.  If the payments and benefits
            under Section 5 are required to be reduced, the cash severance shall
            be reduced
            first, followed by a reduction in the fringe benefits.  The parties
            hereto agree that the payments and benefits payable pursuant to this
            Agreement
            to the Executive upon termination shall be limited to three times the
            Executive's Average Annual Compensation in accordance with Section 310
            of the
            OTS Thrift Activities Handbook.  The determination of any reduction in
            the payments and benefits to be made pursuant to Section 5 shall be based
            upon
            the opinion of independent tax counsel selected by the Bank and paid
            by the
            Bank.  Such counsel shall promptly prepare the foregoing opinion, but
            in no event later than thirty (30) days from the Date of Termination,
            and may
            use such actuaries as such counsel deems necessary or advisable for the
            purpose.  Nothing contained in this Section 6 shall result in a
            reduction of any payments or benefits to which the Executive may be entitled
            upon termination of employment under any circumstances other than as
            specified
            in this Section 6, or a reduction in the payments and benefits specified
            in
            Section 5 below zero.

           

          
 

          
            
              
              

            

            
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          7.           Mitigation;
            Exclusivity of Benefits.

          


          (a)           The
            Executive shall not be required to mitigate the amount of any benefits
            hereunder
            by seeking other employment or otherwise, nor shall the amount of any
            such
            benefits be reduced by any compensation earned by the Executive as a
            result of
            employment by another employer after the Date of Termination or otherwise,
            except as set forth in Sections 5(d)(B) and (C) above.

          


          (b)           The
            specific arrangements referred to herein are not intended to exclude
            any other
            benefits which may be available to the Executive upon a termination of
            employment with the Employers pursuant to employee benefit plans of the
            Employers or otherwise.

          


          8.           Withholding.  All
            payments required to be made by the Bank hereunder to the Executive shall
            be
            subject to the withholding of such amounts, if any, relating to tax and
            other
            payroll deductions as the Bank may reasonably determine should be withheld
            pursuant to any applicable law or regulation.

          


          9.           Assignability.  The
            Bank may assign this Agreement and its rights and obligations hereunder
            in
            whole, but not in part, to any corporation, bank or other entity with
            or into
            which the Bank may hereafter merge or consolidate or to which the Bank
            may
            transfer all or substantially all of its assets, if in any such case
            said
            corporation, bank or other entity shall by operation of law or expressly
            in
            writing assume all obligations of the Bank hereunder as fully as if it
            had been
            originally made a party hereto, but may not otherwise assign this Agreement
            or
            its rights and obligations hereunder.  The Executive may not assign or
            transfer this Agreement or any rights or obligations hereunder.

          


          10.           Notice.  For
            the purposes of this Agreement, notices and all other communications
            provided
            for in this Agreement shall be in writing and shall be deemed to have
            been duly
            given when delivered or mailed by certified or registered mail, return
            receipt
            requested, postage prepaid, addressed to the respective addresses set
            forth
            below:

           

          
 

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          
            	 	 To
                    the Bank:	 Secretary
	 	 ESB
                    Bank
	 	 600
                    Lawrence Avenue
	 	 Ellwood
                    City, Pennsylvania 16117
	 	 
	
                     

                  	 To
                    the Corporation:	
                    Secretary

                  
	 	
                    ESB
                      Financial Corporation

                  
	 	
                    600
                      Lawrence Avenue

                  
	 	
                    Ellwood
                      City, Pennsylvania 16117

                  
	 	 
	
                     

                  	 To
                    the Executive:	
                    Charlotte
                      A. Zuschlag

                  
	 	
                    At
                      the address last appearing on

                  
	 	
                    the
                      personnel records of the Employers

                  


             

            
              11.           Amendment;
                Waiver.  No provisions of this Agreement may be modified,
                waived or discharged unless such waiver, modification or discharge
                is agreed to
                in writing signed by the Executive and such officer or officers as
                may be
                specifically designated by the Board of Directors of the Bank to
                sign on its
                behalf.  No waiver by any party hereto at any time of any breach by
                any other party hereto of, or compliance with, any condition or provision
                of
                this Agreement to be performed by such other party shall be deemed
                a waiver of
                similar or dissimilar provisions or conditions at the same or at
                any prior or
                subsequent time.  In addition, notwithstanding anything in this
                Agreement to the contrary, the Bank may amend in good faith any terms
                of this
                Agreement, including retroactively, in order to comply with Section
                409A of the
                Code.

            

             

          

          12.           Governing
            Law.  The validity, interpretation, construction and
            performance of this Agreement shall be governed by the laws of the United
            States
            where applicable and otherwise by the substantive laws of the Commonwealth
            of
            Pennsylvania.

          


          13.           Nature
            of Obligations.  Nothing contained herein shall create or
            require the Bank to create a trust of any kind to fund any benefits which
            may be
            payable hereunder, and to the extent that the Executive acquires a right
            to
            receive benefits from the Bank hereunder, such right shall be no greater
            than
            the right of any unsecured general creditor of the Bank.

          


          14.           Headings.  The
            section headings contained in this Agreement are for reference purposes
            only and
            shall not affect in any way the meaning or interpretation of this
            Agreement.

          


          15.           Validity.  The
            invalidity or unenforceability of any provision of this Agreement shall
            not
            affect the validity or enforceability of any other provisions of this
            Agreement,
            which shall remain in full force and effect.

          


          16.           Counterparts.  This
            Agreement may be executed in one or more counterparts, each of which
            shall be
            deemed to be an original but all of which together will constitute one
            and the
            same instrument.

           

          
 

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

          17.           Changes
            in Statutes or Regulations.  If any statutory or regulation
            provision referenced herein is subsequently changed or re-numbered, or
            is
            replaced by a separate provision, then the references in this Agreement
            to such
            statutory or regulatory provision shall be deemed to be a reference to
            such
            section as amended, re-numbered or replaced.

          


          18.           Regulatory
            Prohibition.  Notwithstanding any other provision of this
            Agreement to the contrary, any payments made to the Executive pursuant
            to this
            Agreement, or otherwise, are subject to and conditioned upon their compliance
            with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part
            359.

          


          19.           Entire
            Agreement.  This Agreement embodies the entire agreement
            between the Bank and the Executive with respect to the matters agreed
            to
            herein.  All prior agreements between the Bank and the Executive with
            respect to the matters agreed to herein, including without limitation
            the
            Agreement between the Employers and the Executive dated June 13, 1990
            and the
            Agreements between the Bank and the Executive dated November 16, 1999,
            December
            1, 2000, December 1, 2001, December 1, 2002 and November 21, 2006, are
            hereby
            superseded and shall have no force or effect.  Notwithstanding the
            foregoing, nothing contained in this Agreement shall affect the agreement
            of
            even date being entered into between the Corporation and the
            Executive.

          


          IN
            WITNESS WHEREOF, this amended and restated Agreement has been executed
            as of the
            date first written above.

           

          
            	
                    Attest:

                  	
                    ESB
                      BANK

                  
	 	 
	 	 
	
                    /s/
                      Frank D. Martz

                  	 	
                    By:

                  	
                    /s/
                      William B. Salsgiver

                  
	
                    Frank
                      D. Martz

                  	 	
                    William
                      B. Salsgiver

                  
	
                    Group
                      Senior Vice President of Operations

                  	 	
                    Chairman
                      of the Board of Directors

                  
	 	
                    and
                      Secretary

                  	 
	 	 	 
	 	
                    EXECUTIVE

                  
	 	 
	 	 
	 	
                    By:

                  	
                    /s/
                      Charlotte A. Zuschlag

                  
	 	 	
                    Charlotte
                      A. Zuschlag

                  


             



          
            
              
              

            

            
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