0000950133-06-005090 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT AMONG ESB FINANCIAL CORPORATION, ESB BANK AND
Change in Control Agreement • November 22nd, 2006 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania

This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of the 21st day of November 2006, among ESB Financial Corporation (the “Corporation”), ESB Bank, a Pennsylvania chartered savings bank and a wholly owned subsidiary of the Corporation (the “Bank”), and (the “Executive”). Any reference to the “Employers” shall mean both the Corporation and the Bank, and any reference to an “Employer” shall mean either the Corporation or the Bank, as the context requires.

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TROY HILL BANCORP, INC. AMENDED AND RESTATED RECOGNITION AND RETENTION PLAN FOR DIRECTORS AND TRUST AGREEMENT
Esb Financial Corp • November 22nd, 2006 • Savings institution, federally chartered • Pennsylvania
Workingmens Bank Amended and Restated Restricted Stock Plan and Trust Agreement
Esb Financial Corp • November 22nd, 2006 • Savings institution, federally chartered
ESB FINANCIAL CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 22nd, 2006 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 21st day of November 2006, between ESB Financial Corporation (the “Corporation”), a Pennsylvania corporation, and Charlotte A. Zuschlag (the “Executive”).

ESB FINANCIAL CORPORATION AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • November 22nd, 2006 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania

THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 21st day of November 2006, by and between ESB Financial Corporation, located in Ellwood City, Pennsylvania (“ESB Financial”), ESB Bank, a wholly-owned subsidiary of ESB Financial, also located in Ellwood City, Pennsylvania (the “Bank”), and (the “Director”), intending to be legally bound hereby. ESB Financial and the Bank are collectively referred to herein as the “Corporation.”

ESB BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 22nd, 2006 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 21st day of November 2006, between ESB Bank (the “Bank”), a Pennsylvania chartered savings bank and a wholly owned subsidiary of ESB Financial Corporation (the “Corporation”), and Charlotte A. Zuschlag (the “Executive”).

ESB BANK AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • November 22nd, 2006 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania

THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 21st day of November 2006, 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.

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