exhibit10-1.htm


     

    
      

      

    

    

      Exhibit
        10.1

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ESB
        FINANCIAL CORPORATION

      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 Financial Corporation (the “Corporation”), a
        Pennsylvania corporation, and Charlotte A. Zuschlag (the
“Executive”).

      


      WITNESSETH:

      


      WHEREAS,
        the Executive is currently
        employed as President and Chief Executive Officer of the Corporation pursuant
        to
        an amended employment agreement between the Corporation 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
        ESB Bank, a Pennsylvania chartered savings bank and a wholly owned subsidiary
        of
        the Corporation (the “Bank”) (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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation's termination of the 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
        Corporation 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 Corporation 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 Corporation, 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 Corporation
        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 Corporation as may be consistent with her titles and from time to
        time
        assigned to her by the Corporation'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 Corporation 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 Corporation 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
        Corporation.  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, and 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.

      


      5.           Termination.

      


      (a)           The
        Corporation 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.

      


      
        
          
          

        

        
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      (b)           In
        the event that (i) the Executive's employment is terminated by the Corporation
        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 Corporation
        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
        Corporation shall:

      


      (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 Corporation,

      


      (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
        Corporation 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 Corporation, 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.           Payment
        of Additional Benefits under Certain Circumstances.

      


      (a)           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 Employers (including, without limitation, the payments and benefits
        which the Executive would have the right to receive from the Bank pursuant
        to
        Section 5 of the Agreement between the Bank and the Executive dated as of
        the
        date hereof (the “Bank Agreement”), before giving effect to any reduction in
        such amounts pursuant to Section 6 of the Bank Agreement), would constitute
        a
“parachute payment” as defined in Section 280G(b)(2) of the Code (the “Initial
        Parachute Payment,” which includes the amounts paid pursuant to clause (A)
        below), then the Corporation shall pay to the Executive, in a lump sum within
        five business days after the Date of Termination, a cash amount equal to
        the sum
        of the following:

      


      (A)           the
        amount by which the payments and benefits that would have otherwise been
        paid by
        the Bank to the Executive pursuant to Section 5 of the Bank Agreement are
        reduced by the provisions of Section 6 of the Bank Agreement;

      


      
        
          
          

        

        
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      (B)           twenty
        (20) percent (or such other percentage equal to the tax rate imposed by Section
        4999 of the Code) of the amount by which the Initial Parachute Payment exceeds
        the Executive's “base amount” from the Employers, as defined in Section
        280G(b)(3) of the Code, with the difference between the Initial Parachute
        Payment and the Executive's base amount being hereinafter referred to as
        the
“Initial Excess Parachute Payment”; and

      


      (C)           such
        additional amount (tax allowance) as may be necessary to compensate the
        Executive for the payment by the Executive of state, local and federal income
        and excise taxes on the payment provided under clause (B) above and on any
        payments under this clause (C).  In computing such tax allowance, the
        payment to be made under clause (B) above shall be multiplied by the “gross up
        percentage” (“GUP”).  The GUP shall be determined as
        follows:

      


      GUP
        =           Tax
        Rate

            1-Tax
        Rate

      


      The
        Tax
        Rate for purposes of computing the GUP shall be the highest marginal federal,
        state and local income and employment-related tax rate (including Social
        Security and Medicare taxes), including any applicable excise tax rate,
        applicable to the Executive in the year in which the payment under clause
        (B)
        above is made, and shall also reflect the phase-out of deductions and the
        ability to deduct certain of such taxes.

      


      (b)           Notwithstanding
        the foregoing, if it shall subsequently be determined in a final judicial
        determination or a final administrative settlement to which the Executive
        is a
        party that the actual excess parachute payment as defined in Section 280G(b)(1)
        of the Code is different from the Initial Excess Parachute Payment (such
        different amount being hereafter referred to as the “Determinative Excess
        Parachute Payment”), then the Corporation's independent tax counsel or
        accountants shall determine the amount (the “Adjustment Amount”) which either
        the Executive must pay to the Corporation or the Corporation must pay to
        the
        Executive in order to put the Executive (or the Corporation, as the case
        may be)
        in the same position the Executive (or the Corporation, as the case may be)
        would have been if the Initial Excess Parachute Payment had been equal to
        the
        Determinative Excess Parachute Payment.  In determining the Adjustment
        Amount, the independent tax counsel or accountants shall take into account
        any
        and all taxes (including any penalties and interest) paid by or for the
        Executive or refunded to the Executive or for the Executive's
        benefit.  As soon as practicable after the Adjustment Amount has been
        so determined, and in no event more than thirty (30) days after the Adjustment
        Amount has been so determined, the Corporation shall pay the Adjustment Amount
        to the Executive or the Executive shall repay the Adjustment Amount to the
        Corporation, as the case may be.

      


      (c)           In
        each calendar year that the Executive receives payments of benefits that
        constitute a parachute amount, the Executive shall report on her state, local
        and federal income tax returns such information as is consistent with the
        determination made by the independent tax counsel or accountants of the
        Corporation as described above.  The Corporation shall indemnify and
        hold the Executive harmless from any and all losses, costs and expenses
        (including without limitation, reasonable attorneys' fees, interest, fines
        and
        penalties) which the Executive incurs as a result of so reporting such
        information, with such indemnification to be paid by the Corporation to the
        Executive as soon as practicable and in any event no later than March 15
        of the
        year immediately following the year in which the amount subject to
        indemnification was determined.  The Executive shall promptly notify
        the Corporation in writing whenever the Executive receives notice of the
        institution of a judicial or administrative proceeding, formal or informal,
        in
        which the federal tax treatment under Section 4999 of the Code of any amount
        paid or payable under this Section 6 is being reviewed or is in
        dispute.  The Corporation shall assume control at its expense over all
        legal and accounting matters pertaining to such federal tax treatment (except
        to
        the extent necessary or appropriate for the Executive to resolve any such
        proceeding with respect to any matter unrelated to amounts paid or payable
        pursuant to this Section 6) and the Executive shall cooperate fully with
        the
        Corporation in any such proceeding.  The Executive shall not enter
        into any compromise or settlement or otherwise prejudice any rights the
        Corporation may have in connection therewith without the prior consent of
        the
        Corporation.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      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 Corporation hereunder to the Executive
        shall
        be subject to the withholding of such amounts, if any, relating to tax and
        other
        payroll deductions as the Corporation may reasonably determine should be
        withheld pursuant to any applicable law or regulation.

      


      9.           Assignability.  The
        Corporation 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 Corporation may hereafter merge or consolidate or to which the
        Corporation 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 Corporation 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

          
            

          

        

        
          
          

        

      

    

    
      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:

       

    

    
      
        	
                To
                  the Corporation:

              	
                Secretary

              
	 	
                ESB
                  Financial Corporation

              
	 	
                600
                  Lawrence Avenue

              
	 	
                Ellwood
                  City, Pennsylvania 16117

              
	 	 
	
                To
                  the Bank:

              	
                Secretary

              
	 	
                ESB
                  Bank

              
	 	
                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 Corporation 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 Corporation 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 Corporation 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 Corporation hereunder, such right shall be no
        greater than the right of any unsecured general creditor of the
        Corporation.

      


      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.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      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.

      


      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 Corporation and the Executive with respect to the matters agreed
        to
        herein.  All prior agreements between the Corporation 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 Corporation 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
        Bank and the Executive.

      


      [Signature
        page follows]

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

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

      


      
        
          	
                  Attest:

                	
                  ESB
                    FINANCIAL CORPORATION

                
	 	 
	 	 
	
                  /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

                


        

      

    

     

     

    
      
        
        

      

      
        13