ESB FINANCIAL CORPORATION AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT

Exhibit 10.6

[Form for Director Agreement at Company Level]

ESB FINANCIAL CORPORATION
AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT

     THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 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.”

     INTRODUCTION

     ESB Financial and the Director previously entered into a certain Director Retirement Agreement dated as of                     , 200___(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 guidance issued to date by the Internal Revenue Service (the “IRS”) and the proposed regulations issued by the IRS in the fall of 2005. 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 Corporation agree as follows:

Article 1
Definitions

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

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

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

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

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

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

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

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

     1.8 “Effective Date” means February 11, 2005.

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

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

     1.11 “Separation from Service” means a separation from service within the meaning of Section 409A of the Code and the regulations thereunder for any reason other than death, provided that a bona fide leave of absence which is approved by the Board of Directors of the Bank shall not constitute a separation from service. In addition, if the Director becomes a director emeritus, he will not have a separation from service until his service as a director emeritus ceases. 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 or ESB Financial, inclusive of any approved leaves of absences and service as a member of the Board of Directors of any bank acquired by the Bank or ESB Financial, including all years of service accrued prior to the Effective Date; provided, however, that a year of service as a director of both the Bank and ESB Financial concurrently shall only count as one year of service; and provided further, that any service as a director emeritus or as an advisory director shall be excluded in determining Years of Service.

Article 2
Eligibility to Participate

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

Article 3
Retirement Benefits

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

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

     The Director’s Base Board Fees earned during the last full calendar year prior to his retirement date (or, if earlier, the last full calendar year prior to becoming a director emeritus), multiplied by a ratio ranging from 25% to 50% based on the Director’s total Years of Service as follows:

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

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

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

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

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

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

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

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

     3.4.1 Amount of Benefit. The annual benefit under this Section 3.4 is the Director’s Base Board Fees earned during the last full calendar year prior to consummation of the Change in Control (or, if earlier, the last full calendar year prior to becoming a director emeritus) multiplied by 50%.

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

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

Article 4
Death Benefits

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

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

Article 5
Beneficiaries

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

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