exhibit10-8.htm


     

    
      

      

    

    
      Exhibit
        10.8

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        [Form
          for Director Agreement at Bank Level]

      

       

       

       

      ESB
        BANK

       

      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 Bank (the “Bank”), a wholly-owned subsidiary
        of ESB Financial Corporation (the “Corporation”), located in Ellwood City,
        Pennsylvania, and ________________ (the “Director”), intending to be legally
        bound hereby.

      


      INTRODUCTION

      


      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 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 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 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.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      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 the Corporation 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 the Corporation, 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.

      


      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, 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
        the
        Corporation, including all years of service accrued prior to the Effective
        Date.  In the event the Director also becomes a director of the
        Corporation, a year of service of both the Bank and the Corporation 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.

      


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      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 (as opposed to service as
        a
        director of any bank acquired by the Bank or the Corporation) 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 from the Effective Date of this Agreement
        until
        Normal Retirement Age, the Bank shall pay to the Director the benefit described
        in this Section 3.1 in lieu of any other benefit under this
        Agreement.

      


      3.1.3   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:

      


      
        	
                 

              	
                 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%

              


      

      


      3.1.4  Payment
        of Benefit.  The Bank 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

          
            

          

        

        
          
          

        

      

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

      


      3.2.3  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.

      


      3.2.4  Payment
        of Benefit.  The Bank 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, subject to
        Section 3.5 hereof.

      


      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 from the Effective Date of this Agreement until his
        Deferred Retirement Date, the Bank 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 Bank 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.

      


      3.4         Change
        in Control Annual Benefit.  If the Director satisfies the
        requirements of Article 2 and is in the active service of the Bank 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
        Bank shall pay to the Director the benefit described in this Section 3.4
        in lieu
        of any other benefit under this Agreement.

      


      3.4.3  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%.

      


      3.4.4  Payment
        of Benefit.  The Bank 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.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      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

      


      4.3  Death
        During Benefit Period.  If the Director dies after the benefit
        payments have commenced under this Agreement but before receiving all such
        payments, the Bank 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.

      


      4.4  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 Bank 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.

      


      


      Article
        5

      Beneficiaries

       

          5.1         Beneficiary
        Designations.  The Director shall designate a beneficiary by
        filing a written designation with the Bank.  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 Bank as
        a
        written document, signed by the Director and accepted by the Bank 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 Bank 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 Bank 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 Bank from
        all liability with respect to such benefit.

      


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Article
        6

      General
        Limitations

      


      6.3  Excess
        Parachute or Golden Parachute Payment. Notwithstanding any provision of
        this Agreement to the contrary, the Bank 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.

      


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

      
         

        
                    
            6.4.1       Gross negligence or gross neglect
            of duties;

          
             

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

          

           

        

      

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


              
          6.3      
Removal.  Notwithstanding any provision of this Agreement to
          the contrary, the Bank 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

      


        
        7.2 
        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:

      


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

      


      7.2.2  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.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      7.2.3  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:

                      

                       7.2.3.1  The
        specific reasons for the denial,

       

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

       

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

          

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

       

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

      


      7.2         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:

      
         

                7.21  
          Initiation – Written Claim. The claimant initiates a claim by
          submitting to the Bank a written claim for the benefits.

      

       

      
                7.22  
          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.

         

      

              7.2.3
        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

          
            

          

        

        
          
          

        

      

      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

        

      

       

      
                    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
        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
        Bank 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 Bank 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:

      


      
        	
                (iv)  

              	
                the
                  Agreement is irrevocably terminated at a time that is not proximate
                  to a
                  downturn in the financial health of the Corporation or the Bank
                  and (1)
                  all arrangements sponsored by the Corporation 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 the Corporation 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 the Corporation and the Bank take all necessary action
                  to
                  irrevocably terminate the arrangements; and (4) neither the Corporation
                  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 the Corporation and the Bank take all necessary
                  action
                  to irrevocably terminate the Agreement;
                  or

              


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                         
                  (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.

              


      

       

       

      Article
        9

      Miscellaneous

      


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

      


      9.12  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 Bank, nor does it interfere with the Bank’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.

      


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

      


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

      


      9.15  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.

      


      9.16  Reorganization.  The
        Bank 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 Bank under this Agreement.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      9.17  Unfunded
        Arrangement.  The Director and any beneficiary are general
        unsecured creditors of the Bank for the payment of benefits under this
        Agreement.  The benefits represent the mere promise by the Bank 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 Bank to which the Director and
        beneficiary have no preferred or secured claim.

      


      9.18  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.

      


      9.19  Entire
        Agreement.  This Agreement constitutes the entire agreement
        between 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.

      


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

       

      
        	 	 9.10.5	Interpreting
                the provisions of the Agreement;
	 	 
	 	 9.10.6	Establishing
                and revising the method of accounting for the
                Agreement;
	 	 
	 	 9.10.7	Maintaining
                a record of benefit payments; and
	 	 
	 	 9.10.8	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:

              	 	 


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      BENEFICIARY
        DESIGNATION

       

      ESB
        BANK

       

      AMENDED
        AND RESTATED DIRECTOR RETIREMENT AGREEMENT

      


      
        	
                 

              	
                __________________

              


      

      


       
I
        designate the following as beneficiary of any death benefits under the ESB
        Bank
        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 Bank.  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 Bank this ______ day of _________________, 200_.

      


      


      By  ____________________________________

      


      Title  __________________________________

      


      


      
        
          
          

        

        
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