exhibit10-5.htm


     

    
      

      

    

    
      Exhibit
        10.5

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      AMENDED
        AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      


      OF

       

      ESB
        FINANCIAL CORPORATION

       

      AND

       

      ESB
        BANK

      


      


      


      


      


      


       

       

      
 

      


      


      EFFECTIVE
        AS OF NOVEMBER 20, 2007

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   TABLE
                    OF CONTENTS 

                
	 	 	 	 
	 	 	 	
                  PAGE

                
	 	 	 	 
	
                  ARTICLE
                    1

                	
                  PURPOSE;
                    EFFECTIVE DATE

                	
                  1

                
	 	 	 	 
	
                  ARTICLE
                    II

                	
                  DEFINITIONS

                	 	
                  1

                
	 	
                  2.1

                	
                  Adjusted
                    Retirement Percentage

                	
                  1

                
	 	
                  2.2

                	
                  Beneficiary

                	
                  1

                
	 	
                  2.3

                	
                  Board

                	
                  1

                
	 	
                  2.4

                	
                  Change
                    on Control

                	
                  2

                
	 	
                  2.5

                	
                  Committee

                	
                  2

                
	 	
                  2.6

                	
                  Compensation

                	
                  2

                
	 	
                  2.7

                	
                  Deferred
                    Retirement Date

                	
                  2

                
	 	
                  2.8

                	
                  Disability

                	
                  2

                
	 	
                  2.9

                	
                  Early
                    Retirement Date

                	
                  2

                
	 	
                  2.10

                	
                  Employer

                	
                  2

                
	 	
                  2.11

                	
                  ERISA    

                	
                  3

                
	 	
                  2.12

                	
                  Exchange
                    Act

                	
                  3

                
	 	
                  2.13

                	
                  Final
                    Average Compensation

                	
                  3

                
	 	
                  2.14

                	
                  Normal
                    Retirement Date

                	
                  3

                
	 	
                  2.15

                	
                  Participant

                	
                  3

                
	 	
                  2.16

                	
                  Retirement

                	
                  3

                
	 	
                  2.17

                	
                  Separation
                    from Service

                	
                  3

                
	 	
                  2.18

                	
                  Spouse

                	
                  3

                
	 	
                  2.19

                	
                  Supplemental
                    Retirement Benefit

                	
                  3

                
	 	
                  2.20

                	
                  Target
                    Retirement Percentage

                	
                  3

                
	 	
                  2.21

                	
                  Year
                    of Credited Service

                	
                  3

                
	 	 	 	 
	
                  ARTICLE
                    III

                	 	
                  PARTICIPATION
                    AND VESTING

                	
                  4

                
	 	
                  3.1

                	
                  Eligibility
                    and Participation

                	
                  4

                
	 	
                  3.2

                	
                  Change
                    in Employment Status

                	
                  4

                
	 	
                  3.3

                	
                  Vesting

                	 	
                  4

                
	 	 	 	 	 
	
                  ARTICLE
                    IV

                	 	
                  PRE-RETIREMENT
                    SURVIVOR BENEFIT

                	
                  4

                
	 	
                  4.1

                	
                  Pre-Retirement
                    Survivor Benefit

                	
                  4

                
	 	
                  4.2

                	
                  Payment
                    of Benefits

                	
                  4

                
	 	 	 	 	 
	
                  ARTICLE
                    V

                	 	
                  SUPPLEMENTAL
                    RETIREMENT BENEFITS

                	
                  5

                
	 	
                  5.1

                	
                  Normal
                    Retirement Benefit

                	
                  5

                
	 	
                  5.2

                	
                  Deferred
                    Retirement Benefit

                	
                  5

                
	 	
                  5.3

                	
                  Early
                    Retirement Benefit

                	
                  5

                
	 	
                  5.4

                	
                  Disability
                    Retirement Benefit

                	
                  5

                
	 	
                  5.5

                	
                  Change
                    in Control Benefit

                	
                  5

                
	 	
                  5.6

                	
                  Payment
                    of Benefits

                	
                  6

                
	 	
                  5.7

                	
                  Alternative
                    Form of Payment

                	
                  6

                


        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   TABLE
                    OF CONTENTS 

                
	
                   (continued) 

                
	 	 	 	 
	 	 	 	
                  PAGE

                
	 	 	 	 
	 	 	 	 
	 	
                  5.8

                	
                  Withholding;
                    Payroll Taxes

                	
                  7

                
	 	
                  5.9

                	
                  Payment
                    to Guardian

                	
                  7

                
	 	 	 	 
	
                  ARTICLE
                    VI

                	 	
                  BENEFICIARY
                    DESIGNATION

                	
                  7

                
	 	
                  6.1

                	
                  Beneficiary
                    Designation

                	
                  7

                
	 	
                  6.2

                	
                  Amendments

                	
                  8

                
	 	
                  6.3

                	
                  No
                    Participant Beneficiary Designation

                	
                  8

                
	 	
                  6.4

                	
                  Effect
                    of Payment

                	
                  8

                
	 	 	 	 
	
                  ARTICLE
                    VII

                	 	
                  ADMINISTRATION

                	
                  8

                
	 	
                  7.1

                	
                  Committee;
                    Duties

                	
                  8

                
	 	
                  7.2

                	
                  Agents

                	
                  8

                
	 	
                  7.3

                	
                  Binding
                    Effect of Decisions

                	
                  9

                
	 	
                  7.4

                	
                  Indemnity
                    of the Committee

                	
                  9

                
	 	 	 	 
	
                  ARTICLE
                    VIII

                	 	
                  CLAIMS
                    AND REVIEW PROCEDURES

                	
                  9

                
	 	
                  8.1

                	
                  Claims
                    Procedure

                	
                  9

                
	 	
                  8.2

                	
                  Review
                    Procedure

                	
                  10

                
	 	 	 	 
	
                  ARTICLE
                    IX

                	 	
                  TERMINATION,
                    SUSPENSION OR AMENDMENT

                	
                  11

                
	 	
                  9.1

                	
                  Termination,
                    Suspension or Amendment of the Plan

                	
                  11

                
	 	 	 	 
	
                  ARTICLE
                    X

                	 	
                  MISCELLANEOUS

                	
                  12

                
	 	
                  10.1

                	
                  Unfunded
                    Plan

                	
                  12

                
	 	
                  10.2

                	
                  Unsecured
                    General Creditor

                	
                  12

                
	 	
                  10.3

                	
                  Trust
                    Fund

                	
                  12

                
	 	
                  10.4

                	
                  Nonassignability

                	
                  12

                
	 	
                  10.5

                	
                  Not
                    a Contract of Employment

                	
                  13

                
	 	
                  10.6

                	
                  Protective
                    Provisions

                	
                  13

                
	 	
                  10.7

                	
                  Terms

                	
                  13

                
	 	
                  10.8

                	
                  Captions

                	
                  13

                
	 	
                  10.9

                	
                  Governing
                    Law

                	
                  13

                
	 	
                  10.10

                	
                  Validity

                	
                  13

                
	 	
                  10.11

                	
                  Notice

                	
                  13

                
	 	
                  10.12

                	
                  Changes
                    in Statutes or Regulations

                	
                  13

                
	 	
                  10.13

                	
                  Successors

                	
                  14

                
	
                  SIGNATURES

                	 	 	
                  14

                


        

      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      AMENDED
        AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      


      


      ARTICLE
        I

      


      PURPOSE;
        EFFECTIVE DATE

      


      The
        purpose of this Amended and Restated Supplemental Executive Retirement Plan
        (hereinafter referred to as the “Plan”) is to provide supplemental retirement
        and death benefits for certain key employees of ESB Financial Corporation
        (the
“Company”), ESB Bank (the “Bank”), and any affiliated or subsidiary corporations
        of the Company designated by the Board.  It is intended that the Plan
        will aid in retaining and attracting employees of exceptional ability by
        providing them with these benefits.  This Plan as amended and restated
        shall be effective as of November 20, 2007.

      


      


      INTRODUCTION

       

      
        The
          Company and the Bank previously entered into a certain Supplemental Executive
          Retirement Plan effective as of February 22, 2001, which was subsequently
          amended and restated effective as of November 21, 2006 (the “Prior
          SERP”).  This Plan amends and restates the Prior SERP 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,
          with
          none of the benefits payable under this Plan to be deemed grandfathered
          for
          purposes of Section 409A of the Code.  The Plan has been and shall
          continue to be operated in compliance with Section 409A of the
          Code.  The provisions of the Plan shall be construed to effectuate
          such intentions.

        
 

      

      ARTICLE
        II

      


      DEFINITIONS

      


      For
        the
        purposes of this Plan, the following terms shall have the meanings indicated,
        unless the context clearly indicates otherwise:

      


      2.1           Adjusted
        Retirement Percentage.  “Adjusted Retirement Percentage” means the
        Target Retirement Percentage multiplied by a fraction, the numerator of which
        is
        the Participant’s Years of Credited Service, not to exceed twenty (20), and the
        denominator of which is twenty (20).  The Adjusted Retirement
        Percentage shall be rounded to four (4) decimal places.

      


      2.2           Beneficiary.  “Beneficiary”
        means the person(s) or entity(ies) entitled under Article VI to receive any
        Plan
        benefits payable after a Participant’s death.

      


      2.3           Board.  “Board”
        means the Board of Directors of Company.

       

      
 

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

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

       

      2.5           Committee.  “Committee”
        means the Committee appointed to administer the Plan pursuant to Article
        VII.

      


      2.6           Compensation.  “Compensation”
        means the salary paid to or accrued for a Participant during the calendar
        year,
        before reduction for amounts deferred under any other salary reduction program,
        plus cash bonuses paid to or accrued for a Participant during the calendar
        year.  Compensation does not include expense reimbursements, any form
        of non-cash compensation or benefits other than salary and cash
        bonuses.  When salary is deferred in one year and then paid in a
        subsequent year, the payment of the previously deferred salary shall not
        be
        included in Compensation in the year that it is paid.

      


      2.7           Deferred
        Retirement Date.  “Deferred Retirement Date” means the first day
        of the month coincident with or next following the date of the Participant’s
        Separation from Service subsequent to the Participant’s Normal Retirement Date
        for any reason other than death or Disability.

      


      2.8           Disability.  “Disability”
        means the Participant (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
        Employer.

       

      2.9           Early
        Retirement Date.  “Early Retirement Date” means the date on which
        a Participant has a Separation from Service from the Employer for any reason
        other than death or Disability if it occurs after the first day of the month
        coincident with or next following the Participant’s attainment of age fifty (50)
        and completion of twelve (12) Years of Credited Service, but prior to his
        Normal
        Retirement Date.  “Early Retirement Date” shall also mean the date on
        which the Participant has a Separation from Service from the Employer for
        any
        reason other than death or Disability if either (a) at the time of such
        termination the sum of the Participant’s Years of Credited Service (including
        partial years) and age equals at least sixty-two (62), or (b) such Separation
        from Service occurs within twenty-four (24) months after a Change in
        Control.

      


      2.10           Employer.  “Employer”
        means the Company, or any successor to the business thereof, and any affiliated
        or subsidiary corporations designated by the Board.  The Company
        hereby designates ESB Bank as an Employer for purposes of this
        Plan.

       

      
 

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      2.11           ERISA.  “ERISA”
        means the Employee Retirement Income Security Act of 1974, as
        amended.

      


      2.12           Exchange
        Act.  “Exchange Act” means the Securities Exchange Act of 1934, as
        amended.

      


      2.13           Final
        Average Compensation.  “Final Average Compensation” means the
        Participant’s Compensation during the last three (3) consecutive full calendar
        years of employment  with the Employer immediately preceding the date
        of termination divided by three (3).  Compensation earned after the
        Participant’s Normal Retirement Date shall be included only if it increases
        Final Average Compensation.

      


      2.14           Normal
        Retirement Date.  “Normal Retirement Date” means the first day of
        the month coincident with or next following the Participant’s attainment of age
        sixty-five (65).

      


      2.15           Participant.  “Participant”
        means any individual who is participating or has participated in this Plan
        as
        provided in Article III.

      


      2.16           Retirement.  “Retirement”
        means a Participant’s Separation from Service from the Employer at the
        Participant’s Early Retirement Date, Normal Retirement Date or Deferred
        Retirement Date.

      


      2.17           Separation
        from Service.  “Separation from Service” means a termination of a
        Participant’s services (whether as an employee or as an independent contractor)
        to the Company and the Bank.  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 Company, the Bank and
        the
        Participant reasonably anticipated that no further services would be performed
        after a certain date or that the level of bona fide services the Participant
        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.

       

      2.18           Spouse.
        “Spouse” means a Participant’s wife or husband who is lawfully married to the
        Participant at the time of the Participant’s death.

      


      2.19           Supplemental
        Retirement Benefit.  “Supplemental Retirement Benefit” means the
        benefit determined under Article V of this Plan.

      


      2.20           Target
        Retirement Percentage.  “Target Retirement Percentage” means the
        percentage of Final Average Compensation which will be used as a target to
        arrive at the amount of the Supplemental Retirement Benefit actually payable
        to
        a Participant.  This target percentage shall equal twenty-five percent
        (25%).

      


      2.21           Year
        of Credited Service.  “Year of Credited Service” means a year in
        which an employee works one thousand (1,000) or more hours.

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      ARTICLE
        III

      


      PARTICIPATION
        AND VESTING

      


      3.1           Eligibility
        and Participation.

      


      (a)           Eligibility.  Eligibility
        to participate in the Plan shall be limited to those employees of the Employer
        who are designated by the Board.

      


      (b)           Participation.  An
        employee’s participation in the Plan shall be effective upon notification of the
        employee of his status as a Participant by the
        Committee.  Participation in the Plan shall continue until such time
        as the Participant terminates employment with the Employer, and as long
        thereafter as the Participant is eligible to receive benefits under this
        Plan.

      


      3.2           Change
        in Employment Status.  If the Board determines that a
        Participant’s employment performance is no longer at a level which deserves
        reward through participation in this Plan, but does not terminate the
        Participant’s employment with the Employer, participation herein and eligibility
        to receive benefits hereunder shall be limited to the Participant’s vested
        interest in such benefits as of the date designated by the Board.

      


      3.3           Vesting.  Each
        Participant shall be one hundred percent (100%) vested in all benefits that
        are
        accrued for his benefit under this Plan as of the date(s) of such
        accrual(s).  For example, when a Participant satisfies the criteria to
        be eligible for Early Retirement, he shall be 100% vested in his Early
        Retirement Benefit.

      


      


      ARTICLE
        IV

      


      PRE-RETIREMENT
        SURVIVOR BENEFIT

      


      4.1           Pre-Retirement
        Survivor Benefit.  If a Participant dies while employed by the
        Employer, the Employer shall pay a supplemental survivor benefit to the
        Participant’s Beneficiary(ies).  The amount of this benefit shall be
        equal to the present value of the accrued Supplemental Retirement
        Benefit.  Present value shall be calculated using a discount rate
        equal to five percent (5%) simple interest per annum.

      


      4.2           Payment
        of Benefits.

      


      (a)           Form
        and Commencement of Benefit Payments.  The supplemental survivor
        benefits payable under this Article IV shall be paid in the form of one lump
        sum
        payment paid as soon as administratively possible but not later than March
        15 in
        the year following the year in which the Participant died.

      


      (b)           No
        Commutation of Benefits.  The supplemental survivor benefit may be
        paid only in the form of a lump sum payment.

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      ARTICLE
        V

      


      SUPPLEMENTAL
        RETIREMENT BENEFITS

      


      5.1           Normal
        Retirement Benefit.  If a Participant has a Separation from
        Service on the Normal Retirement Date, the Employer shall pay to the Participant
        an annual Supplemental Retirement Benefit equal to the Adjusted Retirement
        Percentage multiplied by the Participant’s Final Average
        Compensation.  The annual Supplemental Retirement Benefit shall be
        paid for ten (10) years as set forth in Section 5.6(a), unless a Participant
        elects a different form of payment pursuant to Section 5.7 below.

      


      5.2           Deferred
        Retirement Benefit.  If a Participant has a Separation from
        Service at a Deferred Retirement Date, the Employer shall pay to the Participant
        an annual Supplemental Retirement Benefit equal to the Adjusted Retirement
        Percentage multiplied by the Participant’s Final Average
        Compensation.  The annual Supplemental Retirement Benefit shall be
        paid for ten (10) years as set forth in Section 5.6(a), unless a Participant
        elects a different form of payment pursuant to Section 5.7 below.

      


      5.3           Early
        Retirement Benefit.  If a Participant has a Separation from
        Service at an Early Retirement Date, the Employer shall pay to the Participant
        an annual Supplemental Retirement Benefit equal to the Adjusted Retirement
        Percentage multiplied by the Participant’s Final Average Compensation, subject
        to adjustment as set forth below.  The annual Supplemental Retirement
        Benefit shall be paid for ten (10) years as set forth in Section 5.6(a),
        unless
        a Participant elects a different form of payment pursuant to Section 5.7
        below.  Unless the Participant has twenty (20) Years of Credited
        Service or terminates his employment with the Employer within twenty four
        (24)
        months following a Change in Control, the above Early Retirement Benefit
        shall
        be reduced by three and one-third percent (3.3333%) for each year by which
        the
        benefit commencement date precedes the Participant’s sixty-fifth (65th)
        birthday.  This percentage shall be prorated for partial
        years.

      


      5.4           Disability
        Retirement Benefit.  If a Participant has a Separation from
        Service prior to Retirement as a result of Disability, the Employer shall
        pay to
        the Participant an annual Supplemental Retirement Benefit commencing on the
        date
        specified in Section 5.6(b) equal to the amount the Participant would have
        received at such time under the Normal Retirement provisions of this Article,
        unless a Participant elects a different form of payment pursuant to Section
        5.7
        below.  For purposes of this calculation, Years of Credited Service
        shall continue to accrue during the period of Disability and the Participant’s
        Final Average Compensation shall be based only on the amounts earned during
        the
        twelve (12) months prior to Disability if this provides the Participant with
        a
        greater benefit.

      


      5.5           Change
        in Control Benefit.  Upon the occurrence of a Change in Control,
        the Employer shall pay to each Participant an annual Supplemental Retirement
        Benefit equal to the Adjusted Retirement Percentage multiplied by each
        Participant’s respective Final Average Compensation.  The annual
        Supplemental Retirement Benefit shall be paid for ten (10) years commencing
        on
        the first day of the month following the date of the Change in Control, unless
        a
        Participant elects a different form of payment pursuant to Section 5.7
        below.

       

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      5.6           Payment
        of Benefits.

      


      (a)           Form
        of Benefit Payments.  Supplemental Retirement Benefits paid under
        this Plan shall be paid in the form of a ten (10) year annuity, unless a
        Participant elects a different form of payment pursuant to Section 5.7
        below.  If a Participant dies prior to the completion of the ten (10)
        year payment period, any remaining payments will be made to the Participant’s
        Beneficiary or estate.

      


      (b)           Commencement
        of Benefit Payments.  The Supplemental Retirement Benefits payable
        to a Participant under the Normal, Deferred or Early Retirement provisions
        of
        this Article shall commence on the later of (i) the first day of the month
        following the lapse of six months after the Participant’s Normal, Deferred or
        Early Retirement Date, or (ii) the January first immediately following the
        date
        of the Participant’s Separation from Service.  The Supplemental
        Retirement Benefits payable to a Participant under the Disability provisions
        of
        this Article shall commence on the first day of the month following the lapse
        of
        six months after a Participant’s Disability, but not earlier than the January
        first following the Participant’s attaining of age sixty-five (65).

      


      (c)           No
        Commutation of Benefits.  Supplemental Retirement Benefits may be
        paid only in the form of a ten (10) year annuity, except as provided in Article
        IV and except for any elections made pursuant to Section 5.7 below.

      


      5.7           Alternative
        Form of Payment.

      


      (a)           General.  In
        lieu of receiving Supplemental Retirement Benefits in the form of a ten (10)
        year annuity, a Participant may elect to receive his or her Supplemental
        Retirement Benefits upon the occurrence of one or more specified payment
        events
        in the form of a lump sum distribution equal to the Actuarial Equivalent
        (as
        defined below) of the Participant’s Supplemental Retirement Benefits payable
        under this Plan upon such event.  Any new payment elections made by a
        Participant on or after January 1, 2005 shall be made in accordance with
        this
        Section 5.7.  If a Participant elects a form of payment upon more than
        one payment event, then the first payment event that occurs shall govern
        how the
        payment is made.  For purposes of this Plan, “Actuarial Equivalent”
shall be determined based upon the applicable federal rate as published by
        the
        Internal Revenue Service under Section 1274(d) of the Code for the month
        in
        which the applicable payment event occurs.

      


      (b)           Prior
        Elections.  Any payment elections made by a Participant before
        January 1, 2005 shall continue in effect until such time as the Participant
        makes a subsequent payment election pursuant to either Section 5.7(c) or
        Section
        5.7(d) below and such payment election becomes effective as set forth
        below.  If no payment election was previously made, then the current
        payment election shall be deemed to be a ten (10) year annuity payable as
        set
        forth in Sections 5.1 through 5.6 above.

       

      
 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (c)           Transitional
        Elections.  On or before December 31, 2008, if a Participant
        wishes to change his or her payment election, the Participant may do so by
        completing a payment election form approved by the Committee, provided that
        any
        such election (1) must be made at least 12 months before the date on which
        benefit payments are scheduled to commence, (2) must be made before the
        Participant has a Separation from Service, (3) shall not take effect before
        the
        date that is 12 months after the date the election is made and accepted by
        the
        Committee, (4) does not cause a payment that would otherwise be made in the
        year
        of the election to be delayed to a later year, and (5) does not accelerate
        into
        the year in which the election is made a payment that is otherwise scheduled
        to
        be made in a later year.

      


      (d)           Changes
        in Payment Elections after 2008.  On or after January 1, 2009, if
        a Participant wishes to change his or her payment election, the Participant
        may
        do so by completing a payment election form approved by the Committee, provided
        that any such election (i) must be made while the Participant is an active
        employee of the Company or one of its subsidiaries, (ii) must be made at
        least
        12 months before the date on which any benefit payments as of a fixed date
        or
        pursuant to a fixed schedule are scheduled to commence, (iii) shall not take
        effect until at least 12 months after the date the election is made and accepted
        by the Committee, and (iv) for payments to be made other than upon death,
        must
        provide an additional deferral period of at least five years from the date
        such
        payment would otherwise have been made (or in the case of any annuity or
        installment payments treated as a single payment, five years from the date
        the
        first amount was scheduled to be paid).  For purposes of this Plan and
        clause (iv) above, all annuities or installment payments under this Plan
        shall
        be treated as a single payment.

      


      5.8           Withholding;
        Payroll Taxes.  The Employer shall withhold from payments made
        hereunder any taxes required to be withheld from a Participant’s wages under
        applicable federal, state or local tax laws.  However, a Beneficiary
        may elect not to have withholding for federal income tax purposes pursuant
        to
        Section 3405(a)(2) of the Internal Revenue Code, or any successor
        provision.

      


      5.9           Payment
        to Guardian.  If a Plan benefit is payable to a minor or a person
        declared to be incompetent or to a person incapable of handling the disposition
        of his or her property, the Committee may direct payment of such Plan benefit
        to
        the guardian, legal representative or person having the care and custody
        of such
        minor or other person.  The Committee may require proof of
        incompetence, minority, incapacity or guardianship, as it may deem appropriate
        prior to distribution of the Plan benefit.  Such distribution shall
        completely discharge the Committee and the Employer from all liability with
        respect to such benefit.

       

      
 

      ARTICLE
        VI

      


      BENEFICIARY
        DESIGNATION

      


      6.1           Beneficiary
        Designation.  Each Participant shall have the right, at any time,
        to designate any person(s) or entity(ies) as his Beneficiary or Beneficiaries
        (both primary as well as secondary) to whom benefits under this Plan shall
        be
        paid in the event of his death prior to complete distribution to the Participant
        of the benefits due under the Plan.  Each Beneficiary designation
        shall be in a written form prescribed by the Committee, and will be effective
        only when filed with the Committee during the Participant’s
        lifetime.

       

      
 

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      6.2           Amendments.  Any
        Beneficiary designation may be changed by a Participant without the consent
        of
        any designated Beneficiary by the filing of a new Beneficiary designation
        with
        the Committee.  The filing of a new Beneficiary designation form will
        cancel all Beneficiary designations previously filed.  If a
        Participant’s Compensation is community property, any Beneficiary Designation
        shall be valid or effective only as permitted under applicable law.

      


      6.3           No
        Participant Beneficiary Designation.  In the absence of an
        effective Beneficiary Designation, or if all designated Beneficiaries predecease
        the Participant or die prior to complete distribution of the Participant’s
        benefits, then the Participant’s designated beneficiary shall be deemed to be
        the person or persons surviving him in the first of the following classes
        in
        which there is a survivor, share and share alike:

      


      (a)           The
        surviving Spouse;

      


      (b)           The
        Participant’s children, except that if any of the children predecease the
        Participant but leave issue surviving, then such issue shall take by right
        of
        representation the share their parent would have taken if living;
        and

      


      (c)           The
        Participant’s estate.

      


      6.4           Effect
        of Payment.  The payment to the deemed Beneficiary shall
        completely discharge the Employer’s obligations under this Plan.

      


      


      ARTICLE
        VII

      


      ADMINISTRATION

      


      7.1           Committee;
        Duties.  This Plan shall be administered by the Committee, which
        shall consist of not less than three (3) persons appointed by the
        Board.  The Committee shall have the authority to make, amend,
        interpret and enforce all appropriate rules and regulations for the
        administration of this Plan and decide or resolve any and all questions
        including interpretations of this Plan, as may arise in connection with the
        Plan.  A majority vote of the Committee members shall control any
        decision.  Members of the Committee may be Participants under this
        Plan.

      


      7.2           Agents.  The
        Committee may, from time to time, employ other agents and delegate to them
        such
        administrative duties as it sees fit and may from time to time consult with
        counsel who may be counsel to the Employer.

       

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      7.3           Binding
        Effect of Decisions.  The decision or action of the Committee in
        respect of any question arising out of or in connection with the administration,
        interpretation and application of the Plan and the rules and regulations
        promulgated hereunder shall be final and conclusive and binding upon all
        persons
        having any interest in the Plan.

      


      7.4           Indemnity
        of the Committee.  The Employer shall indemnify and hold harmless
        the members of the Committee against any and all claims, loss, damage, expense
        or liability arising from any action or failure to act with respect to this
        Plan, except in the case of gross negligence or willful misconduct.

      


      


      ARTICLE
        VIII

      


      CLAIMS
        AND REVIEW PROCEDURES

      


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

      


      (a)           Initiation
        – Written Claim. The claimant initiates a claim by submitting to the
        Committee a written claim for the benefits.

      


      (b)           Timing
        of Committee Response. The Committee shall respond to such claimant
        within 90 days after receiving the claim. If the Committee determines that
        special circumstances require additional time for processing the claim, the
        Committee 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 Committee expects to render
        its
        decision.

      


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

      


      
        	
                 

              	
                (i)

              	
                The
                  specific reasons for the denial,

              


      

      


      
        	
                 

              	
                (ii)

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

              


      

      


      
        	
                 

              	
                (iii)

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

              


      

       

      
 

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                (iv)

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

              


      

      


      
        	
                 

              	
                (v)

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

              


      

      


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

      


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

      


      (b)           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
        Committee 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.

      


      (c)           Considerations
        on Review. In considering the review, the Committee 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.

      


      (d)           Timing
        of Committee Response. The Committee shall respond in writing to such
        claimant within 60 days after receiving the request for review. If the Committee
        determines that special circumstances require additional time for processing
        the
        claim, the Committee 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 Committee expects
        to
        render its decision.

      


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

      


      
        	
                 

              	
                (i)

              	
                The
                  specific reasons for the denial,

              


      

      


      
        	
                 

              	
                (ii)

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

              


      

       

      
 

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                (iii)

              	
                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,

              


      

      


      
        	
                 

              	
                (iv)

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

              


      

      


      
        	
                 

              	
                (v)

              	
                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
        IX

      


      TERMINATION,
        SUSPENSION OR AMENDMENT

      


      9.1           Termination,
        Suspension or Amendment of the Plan.

       

      (a)           The
        Board may, in its sole discretion, terminate or suspend this Plan at any
        time or
        from time to time, in whole or in part.  A termination of the Plan
        will not be a distributable event, except in the two circumstances set forth
        in
        Section 9.2(b) below.  The Board may amend this Plan at any time or
        from time to time.  Any amendment may provide different benefits or
        amounts of benefits from those herein set forth.  However, no such
        termination, suspension or amendment shall adversely affect the benefits
        of
        Participants which have accrued prior to such action or the benefits of any
        Beneficiary of a Participant who has previously died.  In addition,
        notwithstanding anything in this Plan to the contrary, the Employer may amend
        in
        good faith any terms of this Plan, including retroactively to the extent
        permitted by law, in order to comply with Section 409A of the Code.

       

      (b)           Termination.  Under
        no circumstances may the Plan permit the acceleration of the time or form
        of any
        payment under the Plan prior to the payment events specified herein, except
        as
        provided in this Section 9.2(b).  The Employer may, in its discretion,
        elect to terminate the Plan in either of the following two circumstances
        and
        accelerate the payment of the entire unpaid balance of the Participant’s vested
        benefits as of the date of such payment in accordance with Section 409A of
        the
        Code:

      


      
        	
                (i)  

              	
                the
                  Plan is irrevocably terminated at a time that is not proximate
                  to a
                  downturn in the financial health of the Company or the Bank and
                  (1) all
                  arrangements sponsored by the Company and the Bank that would be
                  aggregated with the Plan under Treasury Regulation §1.409A-1(c) if a
                  Participant participated in such arrangements are terminated; (2)
                  no
                  payments are made within 12 months of the date the Company 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 Company and the Bank take all necessary
                  action to
                  irrevocably terminate the arrangements; and (4) neither the Company
                  nor
                  the Bank adopts a new arrangement that would be aggregated with
                  the Plan
                  under Treasury Regulation §1.409A-1(c) if a Participant participated in
                  both arrangements, at any time within three years following the
                  date the
                  Company and the Bank take all necessary action to irrevocably terminate
                  the Plan; or

              


      

       

      
 

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                (ii)

              	
                the
                  Plan 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
                  each Participant under the Plan are included in the Participant’s gross
                  income in the later of (1) the calendar year in which the termination
                  of
                  the Plan occurs, or (2) the first calendar year in which the payment
                  is
                  administratively practicable.

              


      

      


      


      ARTICLE
        X

      


      MISCELLANEOUS

      


      10.1           Unfunded
        Plan.  This Plan is an unfunded plan maintained primarily to
        provide deferred compensation benefits for a select group of “management or
        highly-compensated employees” within the meaning of Sections 201, 301 and 401 of
        ERISA and therefore is exempt from the provisions of Parts 2, 3 and 4 of
        Title I
        of ERISA.

      


      10.2           Unsecured
        General Creditor.  Participants and their Beneficiaries, heirs,
        successors and assigns shall have no legal or equitable rights, interests
        or
        claims in any property or assets of the Employer, nor shall they be
        beneficiaries of, or have any rights, claims or interests in any life insurance
        policies, annuity contracts or the proceeds therefrom owned or which may
        be
        acquired by the Employer.  The Employer’s obligation under the Plan
        shall be that of an unfunded and unsecured promise of the Employer to pay
        money
        in the future.

      


      10.3           Trust
        Fund.  At its discretion, the Employer may establish one or more
        trusts, with such trustees as the Board may approve, for the purposes of
        providing for the payment of benefits owed under the Plan.  Although
        such a trust shall be irrevocable, its assets shall be held for payment of
        all
        the Employer’s general creditors in the event of insolvency or
        bankruptcy.  To the extent any benefits provided under the Plan are
        paid from any such trust, the Employer shall have no further obligations
        to pay
        them.  If not paid from the trust, such benefits shall remain the
        obligation of the Employer.

      


      10.4           Nonassignability.  Neither
        a Participant nor any other person shall have any right to commute, sell,
        assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
        hypothecate or convey in advance of actual receipt the amounts, if any, payable
        hereunder, or any part thereof, which are, and all rights to which are,
        expressly declared to be unassignable and non-transferable.  No part
        of the amounts payable shall, prior to actual payment, be subject to seizure
        or
        sequestration for the payment of any debts, judgments, alimony or separate
        maintenance owed by a Participant or any other person, nor be transferable
        by
        operation of law in the event of a Participant’s or any other person’s
        bankruptcy or insolvency.

       

      
 

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      10.5           Not
        a Contract of Employment.  The terms and conditions of this Plan
        shall not be deemed to constitute a contract of employment between the Employer
        and a Participant, and no Participant (or his Beneficiary) shall have any
        rights
        against the Employer except as may otherwise be specifically provided
        herein.  Moreover, nothing in this Plan shall be deemed to give a
        Participant the right to be retained in the service of the Employer or to
        interfere with the right of the Employer to discipline or discharge him at
        any
        time.

      


      10.6           Protective
        Provisions.  A Participant shall cooperate with the Employer by
        furnishing any and all information requested by the Employer, in order to
        facilitate the payment of benefits hereunder, and by taking such physical
        examinations as the Employer may deem necessary and taking such other action
        as
        may be requested by the Employer.

      


      10.7           Terms.  Whenever
        any words are used herein in the masculine, they shall be construed as though
        they were used in the feminine in all cases where they would so apply; and
        whenever any words are used herein in the singular or in the plural, they
        shall
        be construed as though they were used in the plural or the singular, as the
        case
        may be, in all cases where they would so apply.

      


      10.8           Captions.  The
        captions of the articles, sections and paragraphs of this Plan are for
        convenience only and shall not control or affect the meaning or construction
        of
        any of its provisions.

      


      10.9           Governing
        Law.  The provisions of this Plan shall be construed and
        interpreted according to the laws of the State of Pennsylvania.

      


      10.10         Validity.  In
        case any provision of this Plan shall be held invalid or unenforceable for
        any
        reason, such provision shall not affect the remaining parts hereof, and this
        Plan shall be construed and enforced as if such invalid or unenforceable
        provision had never been inserted herein.

      


      10.11         Notice.  Any
        notice or filing required or permitted to be given to the Committee under
        the
        Plan shall be sufficient if in writing and hand delivered, or sent by registered
        or certified mail to any member of the Committee or the Secretary of the
        Employer.  Such notice shall be deemed given as of the date of
        delivery or, if delivery is made by mail, as of the date shown on the postmark
        on the receipt for registration or certification.

      


      10.12         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 Plan to such
        statutory or regulatory provision shall be deemed to be reference to such
        section as amended, re-numbered or replaced.

       

      
 

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      10.13         Successors.  The
        provisions of this Plan shall bind and inure to the benefit of the Employer
        and
        its successors and assigns.  The term successors as used herein shall
        include any corporate or other business entity which shall, whether by merger,
        consolidation, purchase or otherwise acquire all or substantially all of
        the
        business and assets of the Employer, and successors of any such corporation
        or
        other business entity.

      


      IN
        WITNESS WHEREOF, and pursuant to a resolution of the Board of Directors of
        the
        Company, the Company has caused this Plan to be executed by its duly authorized
        officers effective as of November 20, 2007.

      


      
        	 	
                ESB
                  FINANCIAL CORPORATION:

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  William B. Salsgiver

              
	 	 	
                William
                  B. Salsgiver, Chairman

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Frank D. Martz

              
	 	 	
                Frank
                  D. Martz, Secretary

              


      

      


      By
        execution hereof, ESB Bank consents to and agrees to be bound by the terms
        and
        conditions of this Plan.

      


      
        	 	
                ESB
                  BANK:

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Frank D. Martz

              
	 	 	
                Frank
                  D. Martz, Secretary

              


      

    

     

     

     

    
      
        
        

      

      
        14