0001065407-07-000699 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT AMONG ESB FINANCIAL CORPORATION, ESB BANK AND __________________
Change in Control Agreement • November 21st, 2007 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania

This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of the 20th day of November 2007, is 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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ESB BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2007 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania
ESB BANK AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • November 21st, 2007 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania

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.

TROY HILL BANCORP, INC. AMENDED AND RESTATED RECOGNITION AND RETENTION PLAN FOR OFFICERS AND TRUST AGREEMENT
Recognition and Retention Plan for Officers and Trust Agreement • November 21st, 2007 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania
ESB FINANCIAL CORPORATION AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • November 21st, 2007 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania

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

TROY HILL BANCORP, INC. AMENDED AND RESTATED RECOGNITION AND RETENTION PLAN FOR DIRECTORS AND TRUST AGREEMENT
Recognition and Retention Plan for Directors and Trust Agreement • November 21st, 2007 • Esb Financial Corp • Savings institution, federally chartered • Pennsylvania
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