ESB Financial (ESBF) 8-K Departure of Directors or Principal Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 20, 2007

ESB Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania	0-19345	25-1659846
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

600 Lawrence Avenue, Ellwood City, Pennsylvania		16117
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code		(724) 758-5584
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           On November 20, 2007, the Boards of Directors of ESB Financial Corporation (the “Company”) and ESB Bank (the “Bank”) approved the amendment and restatement of the following agreements and benefit plans:

$	the Company’s and the Bank’s employment agreements entered into with Charlotte A. Zuschlag, Chairman of the Board, President and Chief Executive Officer of the Company and the Bank;
$	the change in control severance agreements entered into among the Company, the Bank and each of the following Group Senior Vice Presidents of the Company:  Charles P. Evanoski, Frank D. Martz, Todd F. Palkovich and Thomas F. Angotti;
$	the change in control severance agreements entered into among the Company, the Bank and certain Senior Vice Presidents of the Company and the Bank;
$	the Supplemental Executive Retirement Plan of the Company and the Bank;
$	the Excess Benefit Plan of the Company;
$	the Director Retirement Agreements entered into between the Company, the Bank and each director of the Company;
$	the Director Retirement Agreements entered into between the Bank and each director of the Bank;
$	the Corporation’s 1997 Stock Option Plan, 2001 Stock Option Plan and 2005 Stock Incentive Plan; and
$	the Troy Hill Bancorp, Inc. Recognition and Retention Plan for Officers and the Troy Hill Bancorp, Inc.  Recognition and Retention Plan for Directors.

 The above agreements and benefit plans were amended and restated in order to comply with final regulations issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).   Section 409A of the Code governs the deferral of compensation where the director, officer or employee has a legally binding right to compensation that is payable in a future year.  Section 409A imposes new requirements with respect to deferral elections, payment events and payment elections.

In addition, the Director Retirement Agreements were amended to provide that the retirement benefit for directors who have 20 or more years of service at retirement will increase from 50% of the director’s “Base Board Fees” (as defined in such agreements) to 80% of  such fees.  The Supplemental Executive Retirement Plan was also revised to delete the 10% reduction previously applicable to lump sum payments, where are still discounted to present value.

2

 For additional information, reference is made to the amended agreements and plans included as Exhibits 10.1 through 10.13 hereto, which are incorporated herein by reference.

 Item 9.01    Financial Statements and Exhibits

 (a) Not applicable.

 (b) Not applicable.

(c) The following exhibits are included with this Report:

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement between ESB Financial Corporation and Charlotte A. Zuschlag, dated as of November 20, 2007
10.2	Amended and Restated Employment Agreement between ESB Bank and Charlotte A. Zuschlag, dated as of November 20, 2007
10.3	Form of Amended and Restated Change in Control Agreement among ESB Financial Corporation, ESB Bank and each of the following Group Senior Vice Presidents of ESB Financial Corporation:  Charles P. Evanoski, Frank D. Martz, Todd F. Palkovich and Thomas F. Angotti
10.4	Form of Amended and Restated Change in Control Agreement among ESB Financial Corporation, ESB Bank and certain Senior Vice Presidents of  ESB Financial Corporation and ESB Bank
10.5	Amended and Restated Supplemental Executive Retirement Plan of ESB Financial Corporation and ESB Bank
10.6	ESB Financial Corporation Amended and Restated Excess Benefit Plan
10.7	Form of Amended and Restated Director Retirement Agreement entered into between ESB Financial Corporation, ESB Bank and each director of ESB Financial Corporation

3

Exhibit No.	Description
10.8	Form of Amended and Restated Director Retirement Agreement entered into between ESB Bank and each director of ESB Bank
10.9	PennFirst Bancorp, Inc. Amended and Restated 1997 Stock Option Plan
10.10	ESB Financial Corporation Amended and Restated 2001 Stock Option Plan
10.11	ESB Financial Corporation Amended and Restated 2005 Stock Incentive Plan
10.12	Amended and Restated Troy Hill Bancorp, Inc. Recognition and Retention Plan for Officers and Trust Agreement
10.13	Amended and Restated Troy Hill Bancorp, Inc. Recognition and Retention Plan for Directors and Trust Agreement

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ESB FINANCIAL CORPORATION
	By:	/s/ Charlotte A. Zuschlag
		Name:	Charlotte A. Zuschlag
		Title:	President and Chief Executive Officer
Date:  November 21, 2007

5

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement between ESB Financial Corporation and Charlotte A. Zuschlag, dated as of November 20, 2007
10.2	Amended and Restated Employment Agreement between ESB Bank and Charlotte A. Zuschlag, dated as of November 20, 2007
10.3	Form of Amended and Restated Change in Control Agreement among ESB Financial Corporation, ESB Bank and each of the following Group Senior Vice Presidents of ESB Financial Corporation:  Charles P. Evanoski, Frank D. Martz, Todd F. Palkovich and Thomas F. Angotti
10.4	Form of Amended and Restated Change in Control Agreement among ESB Financial Corporation, ESB Bank and certain Senior Vice Presidents of  ESB Financial Corporation and ESB Bank
10.5	Amended and Restated Supplemental Executive Retirement Plan of ESB Financial Corporation and ESB Bank
10.6	ESB Financial Corporation Amended and Restated Excess Benefit Plan
10.7	Form of Amended and Restated Director Retirement Agreement entered into between ESB Financial Corporation, ESB Bank and each director of ESB Financial Corporation
10.8	Form of Amended and Restated Director Retirement Agreement entered into between ESB Bank and each director of ESB Bank
10.9	PennFirst Bancorp, Inc. Amended and Restated 1997 Stock Option Plan
10.10	ESB Financial Corporation Amended and Restated 2001 Stock Option Plan
10.11	ESB Financial Corporation Amended and Restated 2005 Stock Incentive Plan
10.12	Amended and Restated Troy Hill Bancorp, Inc. Recognition and Retention Plan for Officers and Trust Agreement
10.13	Amended and Restated Troy Hill Bancorp, Inc. Recognition and Retention Plan for Directors and Trust Agreement