exhibit10-7.htm


    
      

      

    

     

    Exhibit
      10.7

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      [Form
        for Director Agreement at Company Level]

    

     

     

    ESB
      FINANCIAL CORPORATION

    AMENDED
      AND RESTATED DIRECTOR RETIREMENT AGREEMENT

    


    THIS
      AMENDED AND RESTATED AGREEMENT is made and entered into this 20th day of
      November
      2007, by and between ESB Financial Corporation, located in Ellwood City,
      Pennsylvania (“ESB Financial”), ESB Bank, a wholly-owned subsidiary of ESB
      Financial, also located in Ellwood City, Pennsylvania (the “Bank”), and
      ____________ (the “Director”), intending to be legally bound
      hereby.  ESB Financial and the Bank are collectively referred to
      herein as the “Corporation.”

    


    INTRODUCTION

    


    ESB
      Financial, the Bank and the Director previously entered into a certain Amended
      and Restated Director Retirement Agreement dated as of November 21, 2006 (the
      “Prior Agreement”).  This Agreement amends and restates the Prior
      Agreement in its entirety as hereinafter set forth in order to comply with
      the
      requirements of Section 409A of the Internal Revenue Code of 1986, as amended
      (the “Code”), including the final regulations issued by the Internal Revenue
      Service in April 2007.  No benefits payable under this Agreement shall
      be deemed to be grandfathered for purposes of Section 409A of the
      Code.

    


    This
      Agreement shall at all times be characterized as a “top hat” plan of deferred
      compensation maintained for a select group of management or highly compensated
      employees, as described under Sections 201(2), 301(a)(3) and 401(a)(1) of the
      Employee Retirement Income Security Act of 1974, as amended, and any regulations
      relating thereto (“ERISA”).  The Agreement has been and shall continue
      to be operated in compliance with Section 409A of the Code.  The
      Agreement is an unfunded plan for tax purposes.  The provisions of the
      Agreement shall be construed to effectuate such intentions.

    


    AGREEMENT

    


    The
      Director, the Corporation and the Bank agree as follows:

    


    


    Article
      1

    Definitions

    


    Whenever
      used in this Agreement, the following words and phrases shall have the meanings
      specified:

    


    1.1           “Base
      Board Fees” means the regular monthly Bank and ESB Financial board fees and
      does not include committee fees, advisory board fees, director emeritus fees,
      liaison fees or other income that might be received by the
      Director.

    


    1.2  “Change
      in Control” means a change in the ownership of ESB Financial or the Bank, a
      change in the effective control of ESB Financial or the Bank or a change in
      the
      ownership of a substantial portion of the assets of ESB Financial or the Bank,
      in each case as provided under Section 409A of the Code and the regulations
      thereunder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3  “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    1.4  “Deferred
      Retirement” means the Director has met the eligibility requirements
      described in Article 2 and has a Separation from Service after his Normal
      Retirement Age for any reason other than following a Change in
      Control.

    


    1.5  “Deferred
      Retirement Date” means the first day of the month coincident with or next
      following the date of the Director’s Separation from Service subsequent to the
      Director’s Normal Retirement Age.

    


    1.6  “Early
      Termination” means the Director has met the eligibility requirements
      described in Article 2 but has a Separation from Service before Normal
      Retirement Age for any reason other than following a Change in
      Control.

    


    1.7  “Early
      Termination Date” means the month, day and year in which Early Termination
      occurs.

    


    1.8  “Effective
      Date” means February 11, 2005, except that the amendment and restatement of
      this Agreement shall be effective as of the date first written
      above.

    


    1.9  “Normal
      Retirement Age” means the Director’s 75th
birthday.

    


    1.10  “PlanYear”
      means the calendar year.  In the year of inception, the Plan Year
      commences on the Effective Date of this Agreement and ends on December 31st of the same
      year.

    


    1.11  “Separation
      from Service” means a termination of a Director’s services (whether as an
      employee or as an independent contractor) to ESB Financial and the Bank for
      any
      reason.  Whether a Separation from Service has occurred shall be
      determined in accordance with the requirements of Section 409A of the Code
      based
      on whether the facts and circumstances indicate that ESB Financial, the Bank
      and
      the Director reasonably anticipated that no further services would be performed
      after a certain date or that the level of bona fide services the Director would
      perform after such date (whether as an employee or as an independent contractor)
      would permanently decrease to no more than twenty percent (20%) of the average
      level of bona fide services performed (whether as an employee or an independent
      contractor) over the immediately preceding thirty-six (36) month
      period.  For purposes of this Agreement, if there is a dispute over
      the service status of the Director or the date of the Director’s Separation from
      Service, the Bank shall have the sole and absolute right to decide the
      dispute.

    


    1.12  “Specified
      Employee” means a key employee within the meaning of Section 409A of the
      Code and the regulations thereunder.

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    1.13  “Termination
      for Cause” has the meaning set forth in Section 6.2.

    


    1.14  “Years
      of Service” means the total number of continuous years of service as a
      Director of the Bank or ESB Financial, inclusive of any approved leaves of
      absences and service as a member of the Board of Directors of any bank acquired
      by the Bank or ESB Financial, including all years of service accrued prior
      to
      the Effective Date; provided, however, that a year of service as a director
      of
      both the Bank and ESB Financial concurrently shall only count as one year of
      service; and provided further, that any service as a director emeritus or as
      an
      advisory director shall be excluded in determining Years of
      Service.

    


    


    Article
      2

    Eligibility
      to Participate

    


    To
      be
      entitled to any benefit under this Agreement, the Director must have a minimum
      of 5 Years of Service as a director of the Bank or ESB Financial (as opposed
      to
      service as a director of any bank or company acquired by the Bank or ESB
      Financial) and a minimum of 10 total Years of Service.

    


    


    Article
      3

    Retirement
      Benefits

    


    3.1         Annual
      Normal Retirement Benefit.  If the Director satisfies the
      requirements of Article 2 and remains in continuous service as a member of
      the
      Board of Directors of the Bank or ESB Financial from the Effective Date of
      this
      Agreement until Normal Retirement Age, the Corporation shall pay to the Director
      the benefit described in this Section 3.1 in lieu of any other benefit under
      this Agreement.

    


    3.1.1   Amount
      of Benefit.  The Annual Normal Retirement Benefit under this
      Section 3.1 will be determined using the following formula:

    


    The
      Director’s Base Board Fees earned during the last full calendar year prior to
      his retirement date (or, if earlier, the last full calendar year prior to
      becoming a director emeritus), multiplied by a ratio ranging from 25% to 80%
      based on the Director’s total Years of Service as follows:

     

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	 	
               Years
                of Service

            	 	
              Retirement
                Percentage 

            	 
	
            	
               10

            	 	
              25.0%

            	 
	
               

            	
               11

            	 	
              27.5%

            	 
	
            	
               12

            	 	
              30.0%

            	 
	
               

            	
               13

            	 	
              32.5%

            	 
	
               

            	
               14

            	 	
              35.0%

            	 
	
            	
               15

            	 	
              37.5%

            	 
	
            	
               16

            	 	
              40.0%

            	 
	
               

            	
               17

            	 	
              42.5%

            	 
	
               

            	
               18

            	 	
              45.0%

            	 
	
               

            	
               19

            	 	
              47.5%

            	 
	
               

            	
               

            	 
              20 or more	 	 	
              80.0%

            	 


    

    


    


    3.1.2  Payment
      of Benefit.  The Corporation shall pay the annual benefit to the
      Director each year for five years, with the annual benefits to be paid in equal
      monthly installments on the first day of each month commencing with the month
      following the Director’s Separation from Service and continuing for the 59
      months that follow, subject to Section 3.5 hereof.

    


    3.2         Early
      Termination Benefit.  Upon Early Termination, the Corporation
      shall pay to the Director the benefit described in this Section 3.2 in lieu
      of
      any other benefit under this Agreement.

    


    3.2.1  Amount
      of Benefit.  The benefit under this Section 3.2 is the Early
      Termination Annual Benefit set forth in Schedule A for the Plan Year ended
      immediately prior to the Early Termination Date, subject to Section 3.5
      hereof.

    


    3.2.2  Payment
      of Benefit.  The Corporation shall pay the benefit to the
      Director (or his beneficiary if Separation from Service was due to death) in
      a
      lump sum payment within 60 days of the Director’s Early Termination
      Date.

    


    3.3         Deferred
      Retirement Benefit.  If the Director satisfies the requirements
      of Article 2 and remains in continuous service as a member of the Board of
      Directors of the Bank or ESB Financial from the Effective Date of this Agreement
      until his Deferred Retirement Date, the Corporation shall pay to the Director
      the benefit described in this Section 3.3 in lieu of any other benefit under
      this Agreement.

    


        3.3.1         Amount
      of Benefit.  The Deferred Retirement Benefit under this Section
      3.3 will be determined using the same formula as set forth in Section 3.1.1
      above.

    


        3.3.2        Payment
      of Benefit.  The Corporation shall pay the annual benefit to the
      Director each year for five years, with the annual benefits to be paid in equal
      monthly installments on the first day of each month commencing with the month
      following the Director’s Separation from Service and continuing for the 59
      months that follow, subject to Section 3.5 hereof.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    3.4         Change
      in Control Annual Benefit.  If the Director satisfies the
      requirements of Article 2 and is in the active service of the Corporation at
      the
      time of a Change in Control, and does not have a Separation from Service prior
      to the consummation of the transaction which constitutes the Change in Control,
      the Corporation shall pay to the Director the benefit described in this Section
      3.4 in lieu of any other benefit under this Agreement.

    


    3.4.1  Amount
      of Benefit.  The annual benefit under this Section 3.4 is the
      Director’s Base Board Fees earned during the last full calendar year prior to
      consummation of the Change in Control (or, if earlier, the last full calendar
      year prior to becoming a director emeritus) multiplied by 80%.

    


    3.4.2  Payment
      of Benefit.  The
      Corporation shall pay the annual benefit to the Director each year for five
      years, with the annual benefits to be paid in equal monthly installments
      commencing on the first day of the month following consummation of the Change
      in
      Control and continuing for the 59 months that follow.

    


    3.5         Six-Month
      Delay.  If the Director is a Specified Employee upon reaching
      Normal Retirement Age, then the monthly payments specified in Section 3.1.2
      above shall not commence until the first day of the month following the lapse
      of
      six months after reaching Normal Retirement Age, and shall then continue for
      the
      59 months that follow.  If the Director is a Specified Employee upon
      Early Termination, then the lump sum payment specified in Section 3.2.2 above
      shall be delayed until the first day of the month following the lapse of six
      months after the Early Termination Date.  If the Director is a
      Specified Employee upon Deferred Retirement, then the monthly payments specified
      in Section 3.3.2 above shall not commence until the first day of the month
      following the lapse of six months after the Deferred Retirement Date, and shall
      then continue for the 59 months that follow.

    


    


    Article
      4

    Death
      Benefits

    


    4.1  Death
      During Benefit Period.  If the Director dies after the benefit
      payments have commenced under this Agreement but before receiving all such
      payments, the Corporation shall pay the remaining benefits to the Director’s
      beneficiary at the same time and in the same amounts they would have been paid
      to the Director had the Director survived.

    


    4.2  Death
      Before Benefit Payments Commence. If the Director is
      entitled to benefit payments under this Agreement, but dies prior to the
      commencement of said benefit payments, the Corporation shall pay the benefit
      payments to the Director’s beneficiary that the Director was entitled to prior
      to death, except that the benefit payments shall commence on the first day
      of
      the month following the date of the Director’s death.

     

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    Article
      5

    Beneficiaries

    


    5.1         Beneficiary
      Designations.  The Director shall designate a beneficiary by
      filing a written designation with the Corporation.  The Director may
      revoke or modify the designation at any time by filing a new
      designation.  However, designations and revocations or modifications
      of designations shall only be effective if they are filed with the Corporation
      as a written document, signed by the Director and accepted by the Corporation
      during the Director’s lifetime. The Director’s beneficiary designation shall be
      deemed automatically revoked if the beneficiary predeceases the Director, or
      if
      the Director names a spouse as beneficiary and the marriage is subsequently
      dissolved.  If the Director dies without a valid beneficiary
      designation, all payments shall be made to the Director’s estate.

    


     
      5.2         Facility of
      Payment.  If a benefit is payable to a minor, to a person
      declared incapacitated, or to a person incapable of handling the disposition
      of
      his or her property, the Corporation may pay such benefit to the guardian,
      legal
      representative or person having the care or custody of such minor, incapacitated
      person or incapable person.  The Corporation may require proof of
      incapacity, minority or guardianship as it may deem appropriate prior to
      distribution of the benefit.  Such distribution shall completely
      discharge the Corporation from all liability with respect to such
      benefit.

    


    


    Article
      6

    General
      Limitations

    


    6.1  Excess
      Parachute or Golden Parachute Payment. Notwithstanding any provision of
      this Agreement to the contrary, the Corporation shall not pay any benefit under
      this Agreement to the extent the benefit would be a parachute payment under
      Section 280G of the Code or would be a prohibited golden parachute payment
      pursuant to 12 C.F.R. §359.2 and for which the appropriate federal banking
      agency has not given written consent to pay pursuant to 12 C.F.R.
§359.4.

    


    6.2  Termination
      for Cause. Notwithstanding any provision of this Agreement to the contrary,
      the Corporation shall not pay any benefit under this Agreement if the
      Corporation terminates the Director’s service for:

    

                
        6.2.1     Gross negligence or gross neglect of
        duties;

    

    
              


               
         6.2.2     Commission of a felony or of a gross
        misdemeanor involving moral turpitude; or

 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        
            6.2.3  Fraud,
        disloyalty, dishonesty or willful violation of any law or significant
        Corporation policy committed in connection with the Director’s service and
        resulting in an adverse effect on the Corporation.

    

    


    1.01.  Removal.  Notwithstanding
      any provision of this Agreement to the contrary, the Corporation shall not
      pay
      any benefit under this Agreement if the Director is subject to a final removal
      or prohibition order issued by an appropriate federal banking agency pursuant
      to
      Section 8(e) of the Federal Deposit Insurance Act.

    


    


    Article
      7

    Claims
      and Review Procedures

    


    7.1  Claims
      Procedure.  A Director or beneficiary (“claimant”) who has not
      received benefits under the Agreement that he or she believes should be paid
      shall make a claim for such benefits as follows:

    


    7.1.1  Initiation
      – Written Claim. The claimant initiates a claim by submitting to the Bank a
      written claim for the benefits.

    


    7.1.2  Timing
      of Bank Response. The Bank shall respond to such claimant within 90 days
      after receiving the claim. If the Bank determines that special circumstances
      require additional time for processing the claim, the Bank can extend the
      response period by an additional 90 days by notifying the claimant in writing,
      prior to the end of the initial 90-day period, that an additional period is
      required. The notice of extension must set forth the special circumstances
      and
      the date by which the Bank expects to render its decision.

    


    7.1.3  Notice
      of Decision. If the Bank denies part or all of the claim, the Bank shall
      notify the claimant in writing of such denial. The Bank shall write the
      notification in a manner calculated to be understood by the claimant. The
      notification shall set forth:

     

                    
7.1.3.1  The
      specific reasons for the denial,

     

                    7.1.3.2  A
      reference to the specific provisions of the Agreement on which the denial is
      based,

     

                    7.1.3.3  A
      description of any additional information or material necessary for the claimant
      to perfect the claim and an explanation of why it is needed,

     

                    7.1.3.4  An
      explanation of the Agreement’s review procedures and the time limits applicable
      to such procedures, and

     

                    7.1.3.5  A
      statement of the claimant’s right to bring a civil action under ERISA Section
      502(a) following an adverse benefit determination on review.

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    7.2         Review
      Procedure. If the Bank denies part or all of the claim, the claimant shall
      have the opportunity for a full and fair review by the Bank of the denial,
      as
      follows:

     

            
7.2.1
Initiation
      – Written Request. To initiate the review, the claimant, within 60 days
      after receiving the Bank’s notice of denial, must file with the Bank a written
      request for review.

    


     7.2.2
      Additional Submissions – Information Access. The claimant shall have
      the opportunity to submit written comments, documents, records and other
      information relating to the claim as part of the claimant’s written request for
      review.  The Bank shall also provide the claimant, upon request and
      free of charge, reasonable access to, and copies of, all documents, records
      and
      other information relevant (as defined in applicable ERISA regulations) to
      the
      claimant’s claim for benefits.

    


     7.2.3
      Considerations on Review. In considering the review, the Bank shall
      take into account all materials and information the claimant submits relating
      to
      the claim, without regard to whether such information was submitted or
      considered in the initial benefit determination.

    


     7.2.4
      Timing of Bank Response. The Bank shall respond in writing to such
      claimant within 60 days after receiving the request for review. If the Bank
      determines that special circumstances require additional time for processing
      the
      claim, the Bank can extend the response period by an additional 60 days by
      notifying the claimant in writing, prior to the end of the initial 60-day
      period, that an additional period is required. The notice of extension must
      set
      forth the special circumstances and the date by which the Bank expects to render
      its decision.

    


    7.2.5
      Notice of Decision. The Bank shall notify the claimant in writing of
      its decision on review. The Bank shall write the notification in a manner
      calculated to be understood by the claimant. If the Bank denies part or all
      of
      the claim, the notification shall set forth:

     

    
                     
        7.2.5.1 The specific reasons for the denial,

    

     

    7.2.5.2
      A
      reference to the specific provisions of the Agreement on which the denial is
      based,

    


    7.2.5.3
      A
      statement that the claimant is entitled to receive, upon request and free of
      charge, reasonable access to, and copies of, all documents, records and other
      information relevant to the claimant’s claim for benefits,

    


    7.2.5.4
      A
      statement of the claimant’s right to bring a civil action under ERISA Section
      502(a), and

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    7.2.5.5
      If an internal rule, guideline, protocol or other similar criterion was relied
      upon in making the adverse determination on review, a statement that a copy
      of
      the rule, guideline, protocol or other similar criterion will be provided
      without charge to the claimant upon request.

    


    


    Article
      8

    Amendment
      and Termination

    


    
      	
               

            	
              8.1

            	
              Amendment
                or Termination of Agreement.

            


    

    


    8.1.1  General.  This
      Agreement may be amended or terminated only by a written agreement signed by
      the
      Corporation, the Bank and the Director, except as provided in Article 6 and
      except as provided below.  A termination of this Agreement will not be
      a distributable event, except in the two circumstances set forth in Section
      8.1.2 below.  Notwithstanding anything in the Agreement to the
      contrary, the Corporation may amend in good faith any terms of the Agreement,
      including retroactively to the extent permitted by law, in order to comply
      with
      Section 409A of the Code.

    


    8.1.2  Termination.  Under
      no circumstances may the Agreement permit the acceleration of the time or form
      of any payment under the Agreement prior to the payment events specified herein,
      except as provided in this Section 8.1.2.  The Corporation may, in its
      discretion, elect to terminate the Agreement in any of the following two
      circumstances and accelerate the payment of the entire unpaid balance of the
      Director’s vested benefits under Article 3 as of the date of such payment in
      accordance with Section 409A of the Code:

    


    
      	
              (i)  

            	
              the
                Agreement is irrevocably terminated at a time that is not proximate
                to a
                downturn in the financial health of ESB Financial or the Bank and
                (1) all
                arrangements sponsored by ESB Financial and the Bank that would be
                aggregated with the Agreement under Treasury Regulation 1.409A-1(c)
                if the
                Director participated in such arrangements are terminated, (2) no
                payments
                are made within 12 months of the date ESB Financial and the Bank
                take all
                necessary action to irrevocably terminate the arrangements, other
                than
                payments that would be payable under the terms of the arrangements
                if the
                termination had not occurred; (3) all payments are made within 24
                months
                of the date ESB Financial and the Bank take all necessary action
                to
                irrevocably terminate the arrangements; and (4) neither ESB Financial
                nor
                the Bank adopts a new arrangement that would be aggregated with the
                Agreement under Treasury Regulation 1.409A-1(c) if the Director
                participated in both arrangements, at any time within three years
                following the date ESB Financial and the Bank take all necessary
                action to
                irrevocably terminate the Agreement;
                or

            


    

    


    
      	
               

            	
                       
                (ii)

            	
              the
                Agreement is terminated within 12 months of a corporate dissolution
                taxed
                under Section 331 of the Code, or with the approval of a bankruptcy
                court
                pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by
                the Director under the Agreement are included in the Director’s gross
                income in the later of (1) the calendar year in which the termination
                of
                the Agreement occurs, or (2) the first calendar year in which the
                payment
                is administratively practicable.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    


    Article
      9

    Miscellaneous

    


    9.1  Binding
      Effect.  This Agreement shall bind the Director, the Corporation
      and the Bank, and their successors, beneficiaries, survivors, executors,
      administrators and transferees.

    


    9.2  No
      Guarantee of Service.  This Agreement is not a service policy or
      contract.  It does not give the Director the right to remain a member
      of the Board of Directors of the Corporation, nor does it interfere with the
      Corporation’s right to terminate the Director’s service.  It also does
      not require the Director to remain a Board member nor interfere with the
      Director’s right to terminate service at any time.

    


    9.3  Non-Transferability.
      Benefits under this Agreement cannot be sold, transferred, assigned, pledged,
      attached or encumbered in any manner.

    


    9.4  Tax
      Withholding.  The Corporation shall withhold any taxes that are
      required to be withheld from the benefits provided under this
      Agreement.

    


    9.5  Applicable
      Law.  This Agreement and all rights hereunder shall be governed
      by the laws of the Commonwealth of Pennsylvania, except to the extent preempted
      by the laws of the United States of America.

    


    9.6  Reorganization.  The
      Corporation shall not merge or consolidate into or with another company, or
      reorganize, or sell substantially all of its assets to another company, firm
      or
      person unless such succeeding or continuing company, firm or person agrees
      to
      assume and discharge the obligations of the Corporation under this
      Agreement.

    


    9.7  Unfunded
      Arrangement.  The Director and any beneficiary are general
      unsecured creditors of the Corporation for the payment of benefits under this
      Agreement.  The benefits represent the mere promise by the Corporation
      to pay such benefits.  The rights to benefits are not subject in any
      manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance, attachment, or garnishment by creditors.  Any insurance
      on the Director’s life is a general asset of the Corporation to which the
      Director and beneficiary have no preferred or secured claim.

    


    9.8  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.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    9.9  Entire
      Agreement.  This Agreement constitutes the entire agreement
      between the Corporation, the Bank and the Director as to the subject matter
      hereof.  No rights are granted to the Director by virtue of this
      Agreement other than those specifically set forth herein.

    


    9.10  Administration.  The
      Corporation shall have all powers which are necessary to administer this
      Agreement, including but not limited to:

     

    
      
        	
                 

              	 9.10.1	
                Interpreting
                  the provisions of the Agreement;

                 

              
	
                 

              	 9.10.2	
                Establishing
                  and revising the method of accounting for the Agreement;

                 

              
	
                 

              	 9.10.3	
                Maintaining
                  a record of benefit payments; and

                 

              
	
                 

              	 9.10.4	
                Establishing
                  rules and prescribing any forms necessary or desirable to administer
                  the
                  Agreement.

              


      

    

    


    IN
      WITNESS WHEREOF, the Director and a duly authorized officer of ESB Bank have
      signed this Agreement.

    


    
      	
              DIRECTOR:

            	 ESB
              BANK:	 
	 	 	 
	 	 	 
	 	 	 	
              By:

            	 	  
	
              Name:

            	  	 	 	 Name:
              	
               

            	 
	 	 	 	 	 
	 	 Title: 	 	  	    	 	 	 


    

    


    By
      execution hereof, ESB Financial Corporation consents to and agrees to be bound
      by the terms and conditions of this Agreement.

    


    
      	 ATTEST:	 ESB
              FINANCIAL CORPORATION: 
	 	 	 
	 	 	 
	 	 	 	
              By:

            	 
	
              Name:

            	  	 	
              Name:

            	 
	 	 	 
	 	
              Title:

            	 


    

     

    
      
        
        

      

      
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    BENEFICIARY
      DESIGNATION

    ESB
      FINANCIAL CORPORATION

     

    AMENDED
      AND RESTATED DIRECTOR RETIREMENT AGREEMENT

    


    
      	
               

            	
              _________________

            


    

    


    I
      designate the following as beneficiary of any death benefits under the ESB
      Financial Corporation Amended and Restated Director Retirement
      Agreement:

    


    
      	
               

            	
              Primary:  ______________________________________________________________________________________________________

            


    

    


    
      	
               

            	
              _____________________________________________________________________________________________________________

            


    

    


    
      	
               

            	
              Contingent:  ___________________________________________________________________________________________________

            


    

    


    
      	
               

            	
              _____________________________________________________________________________________________________________

            


    

    


    
      	
               

            	
              Note:  To
                name a trust as beneficiary, please provide the name of the Trustee(s)
                and
                the exact name and date of the trust
                agreement.

            


    

    


    I
      understand that I may change these beneficiary designations by filing a new
      written designation with the Corporation.  I further understand that
      the designations will be automatically revoked if the beneficiary predeceases
      me
      or, if I have named my spouse as beneficiary, in the event of the dissolution
      of
      our marriage.

    


    


    Signature   ______________________________

    


    Date   __________________________________

    


    


    Accepted
      by the Corporation this ______ day of _________________, 200_.

    


    


    By  ____________________________________

    


    Title  __________________________________

    


    
      
        
        

      

      
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