Edgar Filing: ENB Financial Corp

def14a-105994_enb.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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|_| Preliminary Proxy Statement

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|X| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Under Rule 14a-12

ENB FINANCIAL CORP

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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ENB FINANCIAL CORP

31 East Main Street

Ephrata, PA 17522

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 4, 2010

TO THE SHAREHOLDERS OF ENB FINANCIAL CORP:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of ENB Financial Corp (“the Corporation”) will be held at the Main Office of Ephrata National Bank, 31 East Main Street, Ephrata, Pennsylvania, 17522, on May 4, 2010, at 1:00 p.m., local time, for the purpose of considering and voting upon the following matters:

To elect four (4) Class A directors to serve for a three-year term and until their successors are elected and qualified;

To elect three (3) Class B directors to serve for a two-year term and until their successors are elected and qualified;

To elect three (3) Class C directors to serve for a one-year term and until their successors are elected and qualified; and

To transact such other business as may properly be presented at the annual meeting and any adjournment or postponement of the meeting.

Only those shareholders of record, at the close of business on March 5, 2010, are entitled to notice of and to vote at the meeting.

Your vote is important regardless of the number of shares that you own. Please submit your vote by mail using the enclosed proxy and postage paid envelope or, if you prefer, you may vote via the Internet or telephone. We cordially invite you to attend the meeting. Your proxy is revocable and you may withdraw it at any time prior to voting at the meeting. You may deliver notice of revocation or deliver a later dated proxy to the Secretary of the Corporation before the vote at the meeting.

We enclose, among other things, a copy of the 2009 Annual Report of ENB Financial Corp.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 4, 2010: The proxy statement, proxy card and 2009 Annual Report are available on the Internet at www.enbfc.com/investor-relations.asp.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Aaron L. Groff, Jr.

Aaron L. Groff, Jr.

Chairman, President and Chief Executive Officer

April 2, 2010

PROXY STATEMENT

Dated and to be mailed on or about April 2, 2010

ENB FINANCIAL CORP

31 EAST MAIN STREET

EPHRATA, PENNSYLVANIA 17522

(717) 733-4181

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 4, 2010

TABLE OF CONTENTS

	PAGE
PROXY STATEMENT	1

GOVERNANCE OF THE COMPANY	2

ELECTION OF DIRECTORS	5

SHARE OWNERSHIP	9

EXECUTIVE OFFICERS	11

COMPENSATION AND PLAN INFORMATION	12

COMPENSATION DISCUSSION AND ANALYSIS	12

PROFIT SHARING RETIREMENT PLAN	22

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	24

EMPLOYEE STOCK PURCHASE PLAN	24

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN	25

COMPENSATION COMMITTEE REPORT	25

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	25

TRANSACTIONS WITH RELATED PERSONS	26

AUDIT COMMITTEE REPORT	26

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	28

WHERE YOU CAN FIND MORE INFORMATION	28

OTHER MATTERS	28

ANNEX A – NOMINATING AND GOVERNANCE COMMITTEE CHARTER	30

PROXY STATEMENT

Introduction

Throughout this proxy statement, ENB Financial Corp and its wholly owned subsidiary, Ephrata National Bank, will be collectively referred to as “the Corporation” and, on behalf of the Board of Directors, furnishes this proxy statement in connection with the solicitation of proxies for the 2010 Annual Meeting of Shareholders. This proxy statement and the related proxy form are being distributed on or about April 2, 2010.

ENB Financial Corp will bear the expense of soliciting proxies. In addition to the solicitation of proxies by mail, directors, officers, and employees of the Corporation may, without additional compensation, solicit proxies in person, by telephone, and through other means of communication.

Time and Place of Annual Meeting

The Annual Meeting of Shareholders will be held on Tuesday, May 4, 2010, at 1:00 p.m., local time, at the Main Office of Ephrata National Bank, 31 East Main Street, Ephrata, Pennsylvania, 17522. Shareholders of record at the close of business on March 5, 2010, are entitled to vote at the meeting.

Purpose of the Annual Meeting

At the annual meeting, shareholders will vote to:

Elect four (4) Class A directors to serve for a three-year term and until their successors are elected and qualified;

Elect three (3) Class B directors to serve for a two-year term and until their successors are elected and qualified;

Elect three (3) Class C directors to serve for a one-year term and until their successors are elected and qualified; and

Transact such other business as may properly come before the annual meeting and any adjournment or postponement of the meeting.

Proxies and Voting Procedures

You can vote your shares by completing and returning a written proxy card or by voting in person at the meeting. If you prefer, you may vote via the Internet or telephone as instructed on the proxy card. The method by which you vote will in no way limit your right to attend and vote at the annual meeting if you later decide to attend in person.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker how to vote, and you are also invited to attend the meeting. However, because you are not the shareholder of record, you may not vote your street name shares in person at the meeting unless you obtain a proxy executed in your favor from your broker or nominee, the holder of record. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

By properly completing a proxy, you appoint Janice S. Eaby and John H. Shuey as proxy holders to vote your shares as indicated on the proxy card. Any signed proxy card not specifying to the contrary will be voted FOR the election of the director nominees identified in this Proxy Statement.

You may revoke your written proxy by delivering written notice of revocation to Paul W. Wenger, Secretary of the Corporation, or by executing a later dated proxy and giving written notice of the revocation to Mr. Wenger at any time before the proxy is voted at the meeting. Proxy holders will vote shares represented by proxies, if properly signed and returned, in accordance with instructions of shareholders.

Although the Board of Directors knows of no other business to be presented, in the event that any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors.

At the close of business on March 5, 2010, ENB Financial Corp had 2,869,557 shares of common stock issued and 2,839,000 shares outstanding at a par value of $0.20 per share.

Quorum and Votes Required for Approval

A majority of the outstanding shares of common stock, represented in person or by proxy, constitutes a quorum for the purpose of conducting business. Under the Bylaws of ENB Financial Corp, the presence of a quorum is required for each matter to be acted upon at the meeting. Votes withheld and abstentions are counted in determining the presence of a quorum for a particular matter. Broker non-votes are not counted in determining the presence of a quorum for a particular matter as to which the broker withheld authority.

Cumulative voting rights exist only with respect to the election of directors, which means that each shareholder has the right, in person or by proxy, to multiply the number of votes to which he or she is entitled by the number of directors to be elected, and to cast the whole number of such votes for one candidate or to distribute them among two or more candidates. On all other matters to come before the annual meeting, each share of common stock is entitled to one vote.

Assuming the presence of a quorum, the nominees for director receiving the highest number of votes cast by shareholders entitled to vote for the election of directors will be elected. Votes withheld from a nominee and broker non-votes will not be cast for the nominee.

GOVERNANCE OF THE COMPANY

Our Board of Directors believes that the purpose of corporate governance is to ensure that ENB Financial Corp is managed for the long-term benefit of its shareholders, and to conduct business in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices that it believes promote this purpose.

Classification of the Board of Directors

On January 13, 2010, the Board of Directors amended the Corporation’s bylaws to divide the Board of Directors into three classes with each class serving three-year terms to expire in successive years. Prior to this amendment, the Board of Directors was comprised of a single class of directors with each member serving a one-year term. The Board of Directors believes that a classified board structure better promotes continuity and stability and encourages decision-making by board members based on long-term results than a board comprised of a single class of directors with each member serving a one-year term.

The Board of Directors has fixed the number of directors to be elected at the 2010 Annual Meeting at ten (10). Four (4) directors will be elected as Class A directors to serve a three-year term and until his or her successor is elected and qualified; three (3) directors will be elected as Class B directors to serve a two-year term and until his or her successor is elected and qualified; and three (3) directors will be

elected as Class C directors to serve a one-year term and until his or her successor is elected and qualified. At each Annual Meeting hereafter, the successor to the class of directors whose term expires that year will be elected to hold office for a term of three years and until his or her successor is elected and qualified. The terms of Class A, Class B, and Class C will be staggered so that the term of one class of directors expires each year.

Composition of the Board of Directors

The Board of Directors seeks to ensure that the Board of Directors is composed of members whose particular experience, qualifications, attributes, skills, and diversity, when taken together, will allow the Board of Directors to satisfy its oversight responsibilities effectively. In identifying candidates for Director, the Nominating and Governance Committee and the Board of Directors takes into account (1) the comments and recommendations of board members regarding the effectiveness of the existing Board of Directors or the need to enhance the Board of Directors with members who bring particular experience, qualifications, attributes, skills, and diversity; (2) the necessary expertise and sufficiently diverse business and social backgrounds of the overall composition of the Board of Directors to effectively represent the market areas in which ENB Financial Corp conducts business; (3) the independence of non-employee Directors and other possible conflicts of interest of existing and potential members of the Board of Directors; and (4) other criteria such as gender, age, geographic representation, and community involvement.

Leadership of the Board of Directors

The Board of Directors is structured in a way that provides for leadership from the Chairman. The Chairman of the Board of Directors also serves as President and Chief Executive Officer of the Corporation. The Board of Directors has not established a position of “Lead Director” from among the independent directors, nor does any independent director assume that position of leadership of the Board. The Board of Directors believes this leadership structure is appropriate for the Corporation considering the size of the Corporation and its relative non-complexity, the number of Board meetings held, the number of Board committees, and the degree of involvement of the independent directors in the Board committees.

Director Independence

The corporate governance principles of ENB Financial Corp provide that a majority of the members of the Board of Directors, and each member of the Audit, Compensation, and Nominating and Governance Committees, must meet the standards for independence as defined by the Securities and Exchange Commission (SEC) and Nasdaq.

Currently, our Board of Directors has ten (10) members. Eight (8) Directors: Willis R. Lefever, Donald Z. Musser, Susan Y. Nicholas, Bonnie R. Sharp, J. Harold Summers, Mark C. Wagner, Paul M. Zimmerman, Jr., and Thomas H. Zinn, meet the standards for independence. This constitutes more than a majority of our Board of Directors. Two (2) Directors: Aaron L. Groff, Jr. and Paul W. Wenger do not meet the standards of independence because they are employees of the Corporation.

In determining the directors’ independence, the Board considered loan transactions between the Bank and the directors, their family members, and businesses with whom they are associated, as well as any contributions made to non-profit organizations with which they are associated. In each case, the Board determined that none of the transactions impaired the independence of the non-employee Directors.

Meetings and Committees of the Board of Directors

During 2009, the Board of Directors of the Corporation held twenty-six (26) meetings, and all the other committees combined held eighteen (18) meetings, for a total of forty-four (44) meetings. Each of

the directors attended at least 75% of the meetings of the Board of Directors and of the various committees on which they served.

The Board of Directors has an Audit Committee, a Building and Expansion Committee, a Compensation Committee, a Loan Committee, a Nominating and Governance Committee, and a Trust Operations Committee.

Audit Committee. The members of the Audit Committee for 2009 were: Mark C. Wagner (Chair), Bonnie R. Sharp, and Thomas H. Zinn. All members of the Audit Committee have been determined to be independent of management of the Corporation as outlined by the Securities and Exchange Commission (SEC) and Nasdaq rules for Audit Committees. The Audit Committee operates under a written charter, attached as Annex A to the 2008 proxy statement, adopted by the Board of Directors, and oversees the accounting and tax functions, recommends to the Board the engagement of independent auditors for the year, reviews with management and the auditors the plan and scope of the audit engagement, reviews the annual financial statements and any recommended changes or modifications to control procedures and accounting practices and policies, and monitors with management and the auditors the system of internal controls and accounting and reporting practices. The Board of Directors has not designated an Audit Committee Financial Expert, as defined in the Sarbanes-Oxley Act and applicable SEC rules and regulations. The Board has not taken such action because it believes that each member of the Audit Committee is qualified in terms of background and experience to perform his or her duties as a member of that Committee, and because it believes that an Audit Committee Financial Expert is not necessary in light of the size and complexity of the Bank and the Corporation, the nature of its business, and the level of complexity of the financial statements. The Audit Committee has the authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Audit Committee held five (5) meetings during 2009.

Building and Expansion Committee. The members of the Building and Expansion

Committee for 2009 were: Thomas H. Zinn (Chair), Willis R. Lefever, and Donald Z. Musser. This committee provides guidance regarding the purchase of real estate, the construction and/or renovation of branch offices, and general improvements to facilities. The Building and Expansion Committee met one (1) time during 2009.

Compensation Committee. The members of the Compensation Committee for 2009 were: Paul M. Zimmerman, Jr. (Chair), J. Harold Summers, and Mark C. Wagner. All members of the Compensation Committee have been determined to be independent of management of the Corporation as outlined by the Securities and Exchange Commission (SEC) and Nasdaq. The Compensation Committee operates under a written charter, attached as Annex B to the 2008 proxy statement, adopted by the Board of Directors and makes recommendations to the Board of Directors concerning the salaries and benefits of directors, officers, and employees of ENB Financial Corp and Ephrata National Bank. The Compensation Committee met two (2) times during 2009.

Loan Committee. The entire Board of Directors performs the function of this committee to

advise and make recommendations to the officers of the Corporation concerning the loan function. This committee also approves or denies all loan requests referred to it by the Commercial Loan Committee, loan requests from “insiders” as defined in Regulation O of the Federal Reserve Bank, and loan requests in excess of in-house lending limits. This committee met two times per month during 2009 as part of regular board meetings. The Chair of the Loan Committee during 2009 was Aaron L. Groff, Jr.

Nominating and Governance Committee. The Nominating and Governance Committee was established in 2009 to provide continuing assistance to the Board of Directors in matters relating to corporate governance, Board performance, and composition of the Board. The Nominating and Governance Committee consists entirely of directors that are independent of management of the Corporation as outlined by the Securities and Exchange Commission (SEC) and Nasdaq. The members of the Nominating and Governance Committee for 2009 were: Susan Y. Nicholas (Chair), Willis R. Lefever,

and Paul M. Zimmerman, Jr. The Nominating and Governance Committee met four (4) times during 2009.

Trust Operations Committee. This committee provides general supervision over all trust accounts held and managed in the Corporation’s Money Management Group and reviews all new and closed trust accounts. The members of the Trust Operations Committee for 2009 were: Donald Z. Musser (Chair), Susan Y. Nicholas, and J. Harold Summers. This committee met six (6) times during 2009.

Shareholder Communications

The Board of Directors does not have a formal process for shareholders to send communications to the Board. Due to the infrequency of shareholder communications to the Board of Directors, the Board does not consider a formal process necessary. Shareholders who wish to communicate to the Board of Directors should send their requests to Paul W. Wenger, Secretary, ENB Financial Corp, 31 East Main Street, P.O. Box 457, Ephrata, Pennsylvania 17522. Written communications received by the Corporation from shareholders are shared with the full Board of Directors no later than the next regularly scheduled Board meeting.

Shareholder Proposals

If a shareholder wants to submit a proposal to be considered for inclusion in the proxy statement for next year’s annual meeting to be held on May 3, 2011, it must be received in writing at our principal executive offices at 31 East Main Street, P. O. Box 457, Ephrata, Pennsylvania 17522, not later than Tuesday, December 2, 2010. Proposals received after that date may be considered at the annual meeting, but they may not be included in the proxy statement at the Board’s discretion.

Nomination of Directors

Under the Corporation’s bylaws, nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of Directors. Other than the Corporation’s bylaws, the Board does not have a policy regarding nominations for election to the Board of Directors because of the infrequency of such nominations. To make a nomination, a shareholder must mail a notice containing: the name, address, and principal occupation of the proposed nominee; the total number of shares owned by the proposed nominee; the total number of shares that, to the knowledge of the notifying shareholder, will be voted for the proposed nominee; and the contact information for the shareholder recommending the nominee to Mr. Paul W. Wenger, Secretary, ENB Financial Corp, 31 East Main Street, P.O. Box 457, Ephrata, Pennsylvania 17522. Under the Corporation’s bylaws, such notice of nomination must be made not less than fourteen (14) days nor more than fifty (50) days prior to the date of any meeting of shareholders called for the election of Directors. If less than twenty-one (21) days of notice of the first meeting is given to shareholders, however, such notice of nomination shall be mailed or delivered to the Secretary of the Corporation not later than the close of business on the seventh (7th) day following the day on which the notice of the meeting was mailed.

ELECTION OF DIRECTORS

ENB Financial Corp’s bylaws require that the Board of Directors consists of not less than five (5), nor more than twenty-five (25) persons. Furthermore, on January 13, 2010, the Board of Directors amended the Corporation’s bylaws to divide the Board of Directors into three classes with each class serving three-year terms to expire in successive years. Prior to this amendment, the Board of Directors was comprised of a single class of directors with each member serving a one-year term. The Board of Directors believes that a classified board structure better promotes continuity and stability and encourages decision-making by board members based on long-term results than a board comprised of a single class of directors with each member serving a one-year term.

The Board of Directors also amended ENB Financial Corp’s mandatory retirement bylaws provision to better coordinate with the Board of Director’s new classified structure. Under the amendment, no person may be nominated for director if he or she will have reached the age of 70 on or before the day of the meeting called to elect such person as a director of ENB Financial Corp. Directors who reach the age of 70 while serving on the Board of Directors may continue to serve as a director until their term expires but will be ineligible to be nominated as a candidate for the election of director after their term is complete. Prior to this amendment, directors were required to retire immediately upon reaching the age of 70.

A majority of the Board of Directors may increase the number of Directors at any time within the limits established by the Corporation’s bylaws. Vacancies occurring on the Board of Directors, whether due to an increase in the number of directors, resignation, retirement, death, or any other reason, may be filled by appointment by a majority of the remaining Board of Directors, and each person so appointed shall be a Director until the expiration of the term of the class of directors to which he or she was appointed.

The Board of Directors has fixed the number of directors at ten (10) to be elected at the 2010 Annual Meeting. Four (4) Class A directors will be elected to serve a three-year term and until his or her successor is elected and qualified; three (3) Class B directors will be elected to serve a two-year term and until his or her successor is elected and qualified; and three (3) Class C directors will be elected to serve a one-year term and until his or her successor is elected and qualified. At each Annual Meeting hereafter, the successors to the class of directors whose term expires that year will be elected to hold office for a term of three years and until his or her successor is elected and qualified. The terms of Class A, Class B, and Class C will be staggered so that the term of one class of directors expires each year.

Cumulative voting rights exist in connection with the election of directors. Thus, each shareholder has the right, in person or by proxy, to multiply the votes to which he or she is entitled by the number of directors to be elected in a class and to cast the whole number of his or her votes for one candidate or to distribute all or fewer of them among two or more candidates in that class.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of the following ten (10) nominees for the classes and terms specified:

Nominees for Class A Directors	Nominees for Class B Directors	Nominees for Class C Directors
(Three-Year Term)	(Two-Year Term)	(One-Year Term)

Aaron L. Groff, Jr.	Willis R. Lefever	Susan Y. Nicholas
J. Harold Summers	Donald Z. Musser	Mark C. Wagner
Paul M. Zimmerman, Jr.	Bonnie R. Sharp	Paul W. Wenger
Thomas H. Zinn

The Board of Directors has no reason to believe the nominees named above will be unable to serve if elected. However, if any nominee should become unable to serve for any reason, proxies will be voted in favor of a substitute nominee as the Board of Directors determines. Janice S. Eaby and John H. Shuey, the persons named as proxy holders, will have the right to vote cumulatively and to distribute their votes among nominees as they consider advisable, unless a shareholder indicates on his or her proxy card how he or she desires the votes to be cumulated for voting purposes.

The Board of Directors recommends a vote “FOR” each of the nominees for director listed above.

Information About Nominees and Current Directors

The following paragraphs provide information, as of March 5, 2010, about the ten (10) nominees to the Board of Directors whose term of office expires at the 2010 Annual Meeting. Each of the nominees presently serves as a director of ENB Financial Corp and Ephrata National Bank. The year listed below indicating when each director began service on the board includes his or her service as a director of Ephrata National Bank. The information presented includes each director’s age, all positions he or she holds, his or her principal occupation and business experience for the past five years, the names of other publicly-held companies of which he or she currently serves as a director, or has served as a director, during the past five years, and information on the director’s involvement with non-profit and community organizations that the director has told us about. In addition to the information presented below regarding each nominee’s specific experience and attributes and skills that the Board feels qualifies him or her to serve as a director, the Board also believes that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to ENB Financial Corp, Ephrata National Bank, and our Board.

While the Corporation has no written policy regarding director attendance at the Annual Meeting of Shareholders, all of the ten directors at that time were present at the 2009 meeting. There are no family relationships among any of the directors or executive officers of ENB Financial Corp.

Information about the number of shares of common stock beneficially owned by each director appears in the “SHARE OWNERSHIP” section below under the heading “Beneficial Ownership by Directors, Nominees, and Named Executive Officers.”

AARON L. GROFF, JR., Director since 1999

Aaron L. Groff, Jr., age 60, has served as Chairman, President, and Chief Executive Officer of ENB Financial Corp since it was organized on July 1, 2008, and as Chairman, President, and Chief Executive Officer of Ephrata National Bank since January 1, 1999. Mr. Groff has been an employee of Ephrata National Bank since 1967, and has served in various officer positions including Cashier from 1980 to 1998, and Vice President from 1984 to 1998. In addition to his experience at Ephrata National Bank and ENB Financial Corp, Mr. Groff has served on the Board of Directors of the Federal Reserve Bank of Philadelphia since 2007 and currently serves as the Chairman of the Audit Committee of the Federal Reserve Bank of Philadelphia. Also, Mr. Groff serves as a member of the Board of Directors of the Pennsylvania Bankers Association, and he serves as a director for several local non-profit and faith-based organizations. We believe Mr. Groff’s qualifications to be a director of Ephrata National Bank and ENB Financial Corp include his 43 years of experience in all aspects of the banking industry and his involvement and thorough understanding of the communities the Corporation serves.

WILLIS R. LEFEVER, Director since 2004

Mr. Lefever, age 55, is Owner of Lefever Construction, a home builder and land development proprietorship, and owner of Lefever Auto Sales, LLC, a used car dealership, both near Ephrata, Pennsylvania. In addition to demonstrating a strong business acumen in his successful management of small businesses for more than 31 years, we believe Mr. Lefever is qualified to be a director of Ephrata National Bank and ENB Financial Corp because of his understanding of the land development and building industry in Lancaster County.

DONALD Z. MUSSER, Director since 2007

Mr. Musser, age 49, is Owner of Little Stream Auto Rental in New Holland, Pennsylvania. In addition to his 25 years of experience in business, Mr. Musser is very active in non-profit and faith-based service and health organizations in Northern Lancaster County, including serving as Chairman of the

Board of Directors of The Welsh Mountain Home, Chairman of the Board of Directors of Locust Street Inn, Board Secretary of Lighthouse Vocational Services, and Board Secretary of Community Aid Relief Effort. Because of his business experience and his particular understanding of the needs of the geographical and social communities of which he is a part, we believe Mr. Musser is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp.

SUSAN Y. NICHOLAS, Director since 2008

Susan Y. Nicholas, age 50, is an attorney and Partner in the law firm, Young and Young Attorneys at Law, in Manheim, Pennsylvania. Ms. Nicholas has 24 years of experience as an attorney, with specific legal practice in the areas of estates, trusts, and real estate. Along with her legal experience, Ms. Nicholas brings to our Board an interest and knowledge of corporate governance issues and a familiarity with the social and economic composition of the greater Manheim community. We believe Ms. Nicholas’ particular skills and attributes qualify her to serve as a director of Ephrata National Bank and ENB Financial Corp.

BONNIE R. SHARP, Director since 2002

Bonnie R. Sharp, age 54, is Co-owner of Sharp Shopper, Inc., and Sharp Properties, LP, both headquartered in Ephrata, Pennsylvania. Ms. Sharp oversees the business operations of Sharp Shopper, Inc., a grocery retailer with six locations in Pennsylvania and Virginia, and Sharp Properties, LP, a partnership that owns a shopping center and rents space to retail businesses. In addition to her 23 years of retail business experience, Ms. Sharp also serves as a board member of Ephrata Community Hospital. We believe Ms. Sharp is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because she is able to contribute her sense of business issues and her understanding of the economic conditions and needs of the retail communities in which the Corporation provides financial services.

J. HAROLD SUMMERS, Director since 1996

Mr. Summers, age 67, is President and Chief Executive Officer of Lester R. Summers, Inc., a trucking firm located in Ephrata, Pennsylvania. Mr. Summers has over 46 years of management experience in the trucking industry, and has been President of Lester R. Summers, Inc. for 33 years. In his position with Lester R. Summers, Inc., Mr. Summers has been responsible for all aspects of the company’s financial matters and management issues. Mr. Summers is also co-owner of Summers Freight Brokerage, Inc. and serves as Secretary for Tire Consultants, Inc., both located in Ephrata, Pennsylvania. Mr. Summers is a member of the American Trucking Associations and serves as Secretary of the Pennsylvania Motor Truck Association, two trade firms representing the trucking industry. In addition to his years of business experience, Mr. Summers has also been involved in political and civic organizations. Because of his many years of business experience and his strong background in business finance and corporate management, we believe Mr. Summers is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp.

MARK C. WAGNER, Director since 2007

Mr. Wagner, age 56, is Co-owner and President of White Oak Mills, Inc., located in Elizabethtown, Pennsylvania, and Hoober Feeds, Inc., located in Gordonville, Pennsylvania. These companies manufacture livestock and poultry feeds and serve the agricultural communities throughout Southeastern Pennsylvania. Additionally, Mr. Wagner owns and operates several farms involved in livestock production. Mr. Wagner served for several years on the Economic Advisory Council of the Federal Reserve Bank of Philadelphia and as a director on numerous agriculture industry boards across Pennsylvania. We believe Mr. Wagner is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because of his 30 years of business experience, his strong background in finance and administration, and his close involvement with the agriculture industry in Lancaster County, and Pennsylvania.

PAUL W. WENGER, Director since 2008

Mr. Wenger, age 60, has served as Vice President and Secretary of ENB Financial Corp since January 1, 2009, Treasurer of ENB Financial Corp from July 1, 2008 to December 31, 2008, and Senior Vice President and Cashier of Ephrata National Bank since 1999. Mr. Wenger has been an employee of Ephrata National Bank since 1967, serving in various capacities and offices. We believe he is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because of his 43 years of experience in bank management, his strong background in bank automation, operational and procedural matters, and his expertise in shareholder relations and other corporate issues.

PAUL M. ZIMMERMAN, JR., Director since 1999

Mr. Zimmerman, age 58, is President of Paul B. Zimmerman, Inc., located in Ephrata, Pennsylvania. Paul B. Zimmerman, Inc. is the parent company of Paul B, LLC, a hardware store, PBZ, LLC, a manufacturing business, and Keystone Koating, LLC. The Paul B. Zimmerman, Inc. family of companies serves the agricultural, commercial, and consumer markets in Northern Lancaster County. In addition to his 35 years of business experience, Mr. Zimmerman is actively involved in the community, serving as a board member of several non-profit and faith-based organizations, including Fairmount Homes Retirement Community, Lighthouse Vocational Services, and Ephrata Community Hospital. We believe that Mr. Zimmerman’s strong business experience in purchasing, sales, and finance and his broad understanding of the business and social community he serves qualify him as a director of Ephrata National Bank and ENB Financial Corp.

THOMAS H. ZINN, Director since 1990

Mr. Zinn, age 67, is the President of Hauenstein Agency, Inc., a real estate sales, rental, and property management company in Ephrata, Pennsylvania. Mr. Zinn has over 38 years of experience in real estate-related business, including property appraisal, and has a strong background in small business financial and management issues. In addition to his business experience, Mr. Zinn is involved in civic organizations. We believe that Mr. Zinn is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because of his business experience and his particular knowledge of real estate in the communities served by the Corporation.

SHARE OWNERSHIP

Principal Beneficial Owners

The following table shows, to the best of our knowledge, the names and addresses of each person or entity who owned shares of record or who is known by the Board of Directors to be the beneficial owner of more than 5% of ENB Financial Corp’s outstanding common stock as of March 5, 2010.


	Shares Beneficially	Percentage of Outstanding Common
Name and Address	Owned	Stock Beneficially Owned

J. Harry Hibshman Fund	892,800 (1)	31.45%
C/O ENB’s Money Management Group
31 East Main Street
Ephrata, Pennsylvania 17522

________________________________

(1) Directors Emeriti John H. Shuey, Walter K. Trumbauer, and Noah W. Wenger, are co-trustees of the J. Harry Hibshman Fund.

Beneficial Ownership by Directors, Nominees, and Named Executive Officers

The following table shows, as of March 5, 2010, the amount and percentage of ENB Financial Corp’s outstanding common stock beneficially owned by each director and nominee, each named executive officer, and all directors, nominees, and named executive officers as a group.

Beneficial ownership of shares of ENB Financial Corp common stock is determined in accordance with the definitions of beneficial ownership in the General Rules and Regulations of the Securities and Exchange Commission and may include stock owned by or for the individual’s spouse and minor children and any other relative who has the same home, as well as stock that the individual has or shares voting or investment power, or has the right to acquire beneficial ownership within sixty (60) days after March 5, 2010. In the table, the number of shares owned by the indicated persons is rounded to the nearest whole share. The percentage of outstanding ENB Financial Corp common stock owned by each director, nominee or named executive officer is less than 1% unless otherwise indicated.

Name of Individual	Amount and Nature of			Percentage
or Identity of Group	Beneficial Ownership			of Class

Directors and Nominees

Aaron L. Groff, Jr.		6,428	(1)		-------
Willis R. Lefever		7,017	(2)		-------
Donald Z. Musser		1,400	(3)		-------
Susan Young Nicholas		1,680	(4)		-------
Bonnie R. Sharp		891	(5)		-------
J. Harold Summers		7,131	(6)		-------
Mark C. Wagner		3,246	(7)		-------
Paul W. Wenger		4,832	(8)		-------
Paul M. Zimmerman, Jr.		4,611	(9)		-------
Thomas H. Zinn		12,390	(10)		-------

Named Executive Officers

Dale G. Burkholder		1,905	(11)		-------
James B. Dull		965	(12)		-------
Barry W. Harting		2,173	(13)		-------
Mary E. Leaman		619	(14)		-------
Scott E. Lied		3,183	(15)		-------

All Directors, Nominees, and Named
Executive Officers as a Group (15 persons)		58,471			2.06	%
____________________________

(1)

Includes 1,000 shares held individually by Mr. Groff, 1,000 shares held individually by his spouse, and 4,428 shares held jointly with his spouse.

(2)

Includes 1,040 shares held individually by Mr. Lefever, 5,827 shares held jointly with his spouse, and

150 shares held by his parents for whom he serves as Power of Attorney.

(3)

Mr. Musser holds these shares individually.

(4)

Ms. Nicholas holds these shares individually.

(5)

Ms. Sharp holds these shares individually.

(6)

Includes 1,650 shares held individually by Mr. Summers and 5,481 shares held individually by his spouse.

(7)

Mr. Wagner holds these shares individually.

(8)

Includes 250 shares held individually by Mr. Wenger and 4,582 shares held jointly with his spouse.

(9)

Includes 349 shares held individually by Mr. Zimmerman and 4,262 shares held individually by his spouse.

(10)

Includes 7,090 shares held individually by Mr. Zinn and 5,300 shares held jointly with his spouse.

(11)

Mr. Burkholder holds these shares individually.

(12)

Mr. Dull and his spouse hold these shares jointly.

(13)

Includes 363 shares held individually by Mr. Harting and 1,810 shares held jointly with his spouse.

(14)

Ms. Leaman holds these shares individually.

(15)

Mr. Lied and his spouse hold these shares jointly.

EXECUTIVE OFFICERS

The following table presents selected information about named executive officers of ENB Financial Corp and Ephrata National Bank as of the record date, March 5, 2010. These officers are elected annually by the Board of Directors and hold office at the Board’s discretion.

		Principal Occupation for the Past Five Years and
Name	Age	Position Held with ENB Financial Corp and Ephrata National Bank

Aaron L. Groff, Jr.	60	Chairman of the Board of Directors, President, and Chief Executive Officer of ENB Financial Corp since July 2008 and; Chairman of the Board of Directors, President, and Chief Executive Officer of Ephrata National Bank since 1999.

Dale G. Burkholder	61	Senior Vice President and Senior Loan Officer of Ephrata National Bank since 1985.

James B. Dull	52	Senior Vice President, Technology Officer of Ephrata National Bank since April 2008; Vice President, Information Systems of EphrataNational Bank from 1988 to April 2008.

Barry W. Harting	53	Senior Vice President, Risk Management Officer of Ephrata National Bank since August 2008; Senior Vice President, Administrative Services of Ephrata National Bank from 1998 to August 2008.

Mary E. Leaman	56	Vice President and Senior Retail Officer of Ephrata National Bank since August 2008; and Assistant Vice President and Branch Office Manager of Ephrata National Bank from July 2004 to August 2008.

Scott E. Lied	48	Treasurer of ENB Financial Corp since January 2009; and Senior Vice President and Chief Financial Officer of Ephrata National Bank since 2004.

Paul W. Wenger	60	Vice President and Secretary of ENB Financial Corp since January 2009; Director since December 2008; Treasurer of ENB Financial from July 2008 to December 2008; and Senior Vice President and Cashier of Ephrata National Bank since 1999.

COMPENSATION AND PLAN INFORMATION

Director Compensation

Shown on the following table is information concerning the 2009 compensation for the Corporation’s Independent Directors as defined by Securities and Exchange Commission (SEC) and Nasdaq standards and all applicable laws. In 2009, all Directors were paid a retainer of $6,000 ($3,000 in January and $3,000 in July). In addition to the retainer, Directors also received $450 per board meeting attended. The members of the Board of Directors of ENB Financial Corp also serve as members of the Board of Directors of Ephrata National Bank. Board meetings for ENB Financial Corp and Ephrata National Bank were held concurrently during 2009 and Directors did not receive additional compensation for attending both meetings. Board meetings were held semi-monthly during 2009. Independent Directors also received $300 for attendance at separate committee meetings, with the exception of the Loan Committee, which is the entire Board of Directors. No additional compensation was paid for attendance at Loan Committee meetings. Directors serving as Chairs of committees did not receive additional compensation.

	Fees Earned	All Other
Name	or Paid in Cash	Compensation	Total
	($)	($)	($)

Willis R. Lefever	18,450	0	18,450
Donald Z. Musser	17,700	0	17,700
Susan Y. Nicholas	18,450	0	18,450
Bonnie R. Sharp	18,750	0	18,750
J. Harold Summers	18,900	0	18,900
Mark C. Wagner	19,650	0	19,650
Paul M. Zimmerman, Jr.	17,850	0	17,850
Thomas H. Zinn	19,500	0	19,500

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Objectives

The Corporation’s Compensation Philosophy is to offer competitive compensation opportunities to all employees based upon individual contribution and personal performance. The Corporation designs Executive Compensation Packages to attract and retain key management employees and to motivate these employees to take actions that enhance shareholder value and attain the Corporation’s goals. The Executive Compensation Policies are intended to ensure that each Executive has a stake in enhancing and promoting Corporation products and services, improving profitability, and providing increased shareholder value through growth of the Corporation’s Common Stock and the payment of enhanced dividends.

Compensation Committee Membership

ENB Financial Corp’s Compensation Committee is comprised of the following three (3) Independent members of the Board of Directors, and serves for a one (1) year renewable term.

Paul M. Zimmerman, Jr. – Chair

J. Harold Summers

Mark C. Wagner

Compensation Committee Responsibilities and Process

The Compensation Program is administered by the entire Board of Directors as recommended by the Compensation Committee. The Compensation Committee is responsible for establishing the Corporation’s Compensation Philosophy and making compensation recommendations regarding the position of Chairman, President, and CEO. The Compensation Committee operates under a written charter, attached as Appendix B to this proxy statement, adopted by the Board of Directors that outlines the Committee’s responsibilities including:

Establishing Compensation Policies;

Determining Base Salaries and Bonus amounts;

Annually approving (along with the entire Board of Directors) the Bank’s Compensation Policies;

Evaluating and determining the types of benefits appropriate to enhance the Executive Compensation Program Objectives; and

Approving target financial performance levels.

The Committee meets with the Vice President of Human Resources of the Corporation, who provides an analysis of the survey results (discussed below) and a workforce comparison. The Committee reviews survey projections of grade-range changes, average-wage increases, and specific job-related minimums, midpoints, and maximums paid by competing survey participants. The Committee also recommends methods of handling employee compensation that fall below or above the Corporation’s grade ranges.

The Committee reviews guidelines for compensation, bonus, and other compensation perquisites for all Corporation and Bank employees. All employees, including Executives, receive annual Performance Appraisals, reviewing goal attainment and overall job performance. The Chairman, President, and CEO conducts the Performance Appraisals of Executive officers and members of the Management Team.

Chairman, President, and CEO Performance Review

The Compensation Committee annually conducts a performance review of the Chairman, President, and CEO’s job performance. As with all other positions within the organization, the Corporation uses a formal system of job evaluation for the Chairman, President, and CEO. The Compensation Committee provides a written CEO Performance Evaluation form to all independent members of the Board of Directors. Each member completes an Evaluation that covers Goal Attainment, Management Decisions, General Corporate Operations, and Overall Corporate Performance. Following receipt of the completed evaluations, an overall rating is calculated. The results and any recommendation for a compensation change are discussed with the remaining independent members of the Board of Directors who make a decision regarding a compensation increase. Many items play a role in determining the level of salary increase for the Chairman, President, and CEO, including:

Performance data;

Salary Survey data from the Corporation’s Peer Group; and

General Corporate performance.

In determining whether the Base Salary of the Chairman, President, and CEO should be increased, the Board of Directors takes into account non-quantitative individual performance and quantitative performance factors of the Corporation, plus information regarding compensation paid to Executives performing similar duties for financial institutions in the Corporation's market area.

While the Compensation Committee does not use predetermined numerical formulas to determine changes in compensation for the Chairman, President, and CEO, it weighs a variety of different performance factors in its deliberations. It has emphasized, and will continue to emphasize, The

Corporation’s Profitability, Capital Position and Income Level, Return on Tangible Equity, Leadership and Managerial Qualities, Personal Qualities, Judgment, Knowledge and Skills, Board Relations, Bank Staff Relations, Community Relations, and Political Effectiveness as factors in setting the compensation for the position of Chairman, President, and CEO.

Committee recommendations are presented to the entire Board of Directors and the proposals are approved and ratified or sent back to the committee for additional review and re-presentation at a later date. The Chairman, President, and CEO does not participate in, and is not present, for these discussions.

Elements of the Executive Compensation Program

The Corporation’s Executive Compensation Package includes Base Salary, Bonuses, Insurance, Retirement Plans, Stock Purchase Plans, and in certain instances, a Company-provided Car, Director Fees, and Director’s Deferred Compensation Payments.

The Corporation underwent both corporate and management reorganization in 2008. With this change, the previous seven-member executive team was expanded to an eleven-member management team overseeing the various functional units within the Corporation reporting to the President, and CEO. This management team managed all the various functional units within the Corporation during 2009.

At year-end 2009, four (4) of the management team members have greater than 25 years of service and three (3) have greater than 10 years of service at the Corporation. The remaining four (4) team members have lesser service at the Corporation, but bring experience from other financial institutions.

Of the eleven (11) total management team members, all but one of the members received promotions into their present management-level positions. The promoted members continue to receive benefits similar to all other Corporation employees during their service. The current philosophy of the Corporation is that promotions to Executive or Management status do not result in additional compensation or benefits beyond a Base Salary increase. Base Salary has been Executives’ and Managements’ major form of compensation for increased responsibilities. This internal movement has allowed the Bank to retain quality Executives and Managers without having to provide additional perquisites other than larger Base Salaries. However, the necessity of perquisites is currently being considered as part of the larger succession-planning endeavor.

Base Salaries

Base Salaries are a major component of Executive and Management compensation and are reviewed every year to determine if a change is appropriate. The Corporation participates in various salary surveys each year and makes adjustments to Base Salaries supported by:

Survey comparisons;

The Bank’s performance;

The Individual’s performance;

The Individual's level of responsibility; and

Position responsibilities.

Compensation and Benefits Survey/Benchmarking

The following Compensation and Benefit Surveys are used to determine market values of positions and other trends in Executive Compensation:

The Webber Survey (1) provides direct banking comparisons to both local and regional banks in Pennsylvania, plus comparisons by Asset Size. Webber and Associates performs an annual Compensation and Benefit Survey. The results are reviewed, analyzed, and compared to internal pay and benefits for equity and competitiveness.

Compdata Surveys (2) provide a broader perspective on market trends by including both bank and non-bank comparisons. This survey provides data by geographical locations, including National, U.S. Regional (Mid-Atlantic), State, and Local Regional (Central PA). In some cases, a city or county comparison is also included where sufficient employee positions are surveyed.

Various other surveys (3) are used to identify more local compensation trends. These include local Chamber of Commerce surveys, independent banking surveys between local banks (often very job-specific) and local Human Resource group surveys. Participation in these surveys varies from year to year because not every group surveys annually. The surveys do not disclose specific salaries at other institutions, but provide salary ranges based upon asset size and location.

__________________________

(1)

The following Regional Survey Participants were used for Executive Compensation planning purposes: Adams County National Bank, AgChoice Farm Credit, Bank of Landisburg, Centric Bank, Ephrata National Bank, F&M Trust Company, First National Bank of Fredericksburg, First National Bank of Marysville, Fleetwood Bank, Jonestown Bank & Trust Company, Mid Penn Bank, New Tripoli Bank, Orrstown Bank, Pennsylvania State Employees Credit Union, VIST Financial Corporation, and York Traditions Bank. In addition, the following Survey Participants with asset sizes from $700,000,000 to $999,999,999 were used for Executive Compensation planning purposes: Abington Bank, Adams County National Bank, Adirondack Trust Company, Conestoga Bank, Ephrata National Bank, F&M Trust Company, Fidelity Bank, First Keystone National Bank, and Washington Federal Savings Bank.

(2)

Individual Participant Names are not provided with this survey. Included in this survey were nineteen (19) Pennsylvania For Profit organizations with 201 to 500 employees. In addition, there were five (5) Thrifts included in the survey.

(3)

Individual Participant Names are not provided with this survey.

The Corporation targets Base Salaries at the 50th percentile of other comparably sized and regionally located financial institutions as reported in the compensation surveys. (The 50th percentile represents the market value of an experienced and qualified individual in a similarly situated position.) In comparing the Base Salary of the Chairman, President, and CEO of the Bank to the average of the salary surveys, the Base Salary fell between the minimum and the midpoint, or 32.45% place in range. Following the Compensation Committee’s analysis, (including the 2008 request of the Chairman, President and CEO that his 2009 Base Salary remain at the 2008 level in 2009), an increase of 6% was recommended to adjust his Base Salary to 46.7% place in range of the survey data.

Chairman, President, and CEO Compensation Analysis Table

Average of Surveys

	Minimum	Midpoint	Maximum

Webber Survey	$153,703	$198,840	$243,978
CompData Survey	$201,752	$242,736	$283,721

Average of Surveys	$177,728	$220,788	$263,850


	Base Salary	Comparison - Actual to Surveyed

	Base	Base Rate
	Rate	Place in Range

12/31/09 Rate	205,677	32.45%

01/01/10 Rate	218,018	46.78%

The data in the Chairman, President, and CEO’s Analysis Table is a comparison of the Base rate to raw survey data.

Bonuses

An Annual Employee Holiday Bonus is paid to all employees before year-end based on “total worked” compensation. Executives receive the same bonus percentage as all other employees; the larger dollar amount of the Executive bonus is attributable to higher annual compensation.

An Annual Performance Bonus is considered in February of each year. The Corporation determines if Corporate income and growth goals have been met or surpassed in the prior year and a determination is made whether a Performance Bonus will be paid to employees. The Corporation does not provide a formalized Executive Bonus Plan as a perquisite. No Annual Performance Bonus was paid in 2009.

Insurance

Health, Life, and Disability Insurance

As is standard in the industry, all employees receive various types of insurance based on Standard Hours Worked per Week. Executives receive insurance benefits similar to other full-time employees. Executives do not receive any insurance perquisites based upon their position. Insurance coverage for employees working thirty (30) or more standard hours per week includes:

Health Insurance

Disability Insurance

Life Insurance (Five (5) times an employee’s annualized salary to a maximum of $400,000)

Health, Life, and Disability Insurance are not tied to Corporate or individual performance. The expense of providing such benefits to all employees is not taken into account when determining specific salaries of the named Executives, and is seen as a cost of doing business.

Bank Owned Life Insurance (BOLI)

During 2006 and 2007, all Vice Presidents and members of Senior Management were invited to participate in the Corporation’s purchase of Bank Owned Life Insurance (BOLI). This type of coverage is considered both an investment, as well as life insurance coverage. BOLI policies are used to offset the cost of employee benefits. The life insurance coverage is placed on the lives of the employees who agreed to participate. The Corporation receives the death payment benefit when the employee dies. To reward their participation, the Corporation purchased additional life insurance coverage for each participant at one (1) times annualized salary. All Vice Presidents and members of Senior Management chose to participate. The cost of the insurance is included in the Other Earnings and the Summary Compensation Tables.

During 2009, there were no additions to BOLI.

BOLI is typical in the financial services industry. It is an investment vehicle for the Corporation that allows greater employee benefits to be offered at a lower cost. It also encourages employment longevity.

Retirement Plans

We believe that it is important to assist employees in saving for retirement and retirement plans encourage employees to remain in the employment of the Corporation. The Corporation has, therefore, established a Defined Contribution Pension Plan. Annual contributions are made to eligible employee pension accounts each year equal to 7.5% of the employee’s eligible annual income. Employees earning over the Social Security maximum receive an additional contribution of 5.7% of all eligible dollars earned that are over the Social Security maximum. In 2009, the Social Security maximum was $106,800. Larger pension contributions for Executives are attributable to their higher Base Salaries.

Defined Contribution Pension Plan contributions for named Executives are included in the Summary Compensation Table as All Other Compensation.

Stock and Stock Option Awards

Currently the Corporation does not have a Stock Option or Stock Award Program. Our current compensation model maintains Base Salary and Annual Bonuses as the major components of compensation. In an effort to align the interests of our Executives with the interests of our shareholders, the Corporation offers an Employee Stock Purchase Plan (ESPP) to all eligible employees. Employees, including named Executive Officers, participating in the ESPP receive a 10% discount off the quarter-end market price of the Corporation’s Common Stock. (See Employee Stock Purchase Plan following.)

Severance Plan

The Corporation has a Severance Plan that is available to employees based on the circumstances of their release and with the approval of the Board of Directors. Since its inception in 2002, the Severance Plan has only been used one time for a long-term non-exempt employee. The Severance Plan could be available for any employee being released from employment for reasons other than willful misconduct or general performance issues, but such payment is solely at the discretion of the Board depending upon the individual circumstances.

In 2008, as part of the corporate reorganization, a Voluntary Separation Plan was offered to eligible employees. Of the 55 eligible employees who were offered the Voluntary Separation Plan, 33 chose to participate. All Voluntary Separation Plan members also participated in the Severance Plan. At the end of 2009 one participant in the Voluntary Separation Plan continued receiving severance payments.

Executive Contracts and Change of Control Agreements

There are no Employment, Change of Control, or other contracts between ENB Financial Corp or Ephrata National Bank and any of its Executives or other employees. Currently the Board’s Compensation Committee does not feel a need for any type of Employment Contract.

Other Forms of Compensation (Perquisites)

Company Car for Chairman, President, and CEO

Given his position and the amount of time he spends on Corporate and Bank business outside the office, a Company car is provided for one Bank Executive – the Chairman, President and CEO – for personal and business purposes. Personal use of the car is taxable, based on standard IRS lease value tables, and is included in the Other Earnings Table and the Summary Compensation Table.

Director Fees

In 2009 two Executives, named below, received Director Fees for their participation on the Bank’s Board of Directors. Director Fees are included on the Summary Compensation Table.

Aaron L. Groff, Jr. (Chairman, President, and CEO of ENB Financial Corp and Ephrata National Bank)

Paul W. Wenger (Secretary of ENB Financial Corp and Senior Vice President and Cashier of Ephrata National Bank)

Other Forms of Compensation (Non-Perquisites)

Employee Stock Purchase Plan - Discount Earnings

We believe that exceptional performance is achieved through an ownership culture that encourages our employees to become shareholders. In an effort to align the interests of our employees with the interests of our shareholders, the Corporation offers an Employee Stock Purchase Plan (ESPP) to all eligible employees. Employees, including named Executive Officers, participating in the ESPP receive a 10% discount off the quarter-end market price of the Corporation’s Common Stock. Eligible employees are those who have been employed five (5) months or longer and whose Standard Hours per Week are twenty (20) or greater.

Discounted stock can only be purchased using payroll-deduction dollars taken throughout the quarter, plus dividends applied on previously owned ESPP shares. ESPP Discount Earnings for Executives are included in the Other Earnings Table. A description of the ESPP can be found on page 24.

Service Awards

Service Awards are available to all employees who are regular full-time and regular part-time employees and are based upon the length of service. There is no differentiation for Service Awards between Executives and non-Executives. Employees receive awards beginning at five (5) years of employment and continuing in five (5) year increments thereafter. The awards vary from a restaurant gift certificate for five (5) years of service to cash awards that begin at the ten (10) year anniversary and continue, in increasing amounts, after the completion of each additional five (5) years of service. Service Awards provide incentive to remain in the employment of the Corporation.

Service Awards for named Executives are included in the Other Earnings Table and on the Summary Compensation Table.

Short and Long-term Incentive Plans

The Corporation continues to use Base Salary and Bonuses as the core components of Executive Compensation because it provides the Executive with solid compensation that is not tied to market fluctuations. Therefore, throughout 2009, there were no Short or Long-Term Incentive Plans in place, and no Executive Officer received any Short or Long-Term Incentives through an earlier Incentive Plan.

Differences Among Compensation Awarded to Named Executive Officers

All Executive Officers receive compensation similarly. Any difference among the amount of compensation award is based upon position, performance levels, and length of service with the Corporation. There are no incentives awarded to Executive Officers.

Executive Compensation

The information in the following table concerns the annual compensation for services in all capacities to ENB Financial Corp and Ephrata National Bank for the fiscal year ended December 31, 2009, of those persons who were, at December 31, 2009, (i) the Chief Executive Officer, (ii) the Chief Financial Officer, and (iii) the other three most highly compensated executive officers of the Corporation and the Bank, to the extent such person’s total compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE



						All
Name and						Other		Total
Principal Position	Year	Salary		Bonus		Compensation		Compensation
		($)(1)		($)(2)		($)(3)		($)(4)

Aaron L. Groff, Jr.	2009		205,677		4,113		44,582		254,372
Chairman of the Board,	2008		205,677		4,113		48,790		258,580
President, and CEO	2007		197,766		3,955		50,241		251,962

Dale G. Burkholder	2009		122,692		2,455		13,725		138,872
Senior Vice President,	2008		117,973		2,359		11,379		131,711
Senior Loan Officer	2007		113,984		2,280		11,696		127,960

Paul W. Wenger	2009		120,149		2,401		29,844		152,394
Senior Vice President	2008		115,141		2,302		13,201		130,644
and Cashier	2007		110,979		2,220		13,798		126,997

James B. Dull	2009		115,019		2,300		11,121		128,440
Senior Vice President,	2008		107,424		2,148		10,060		119,632
Information & Technology	2007		97,613		1,952		9,907		109,472

Scott E. Lied	2009		103,269		2,065		10,082		115,416
Senior Vice President,	2008		99,297		1,985		9,953		111,235
Chief Financial Officer	2007		95,479		1,910		9,630		107,019

Summary Compensation Table Key

(1)

Base Salary

(2)

An Annual Employee Holiday Bonus is paid to all employees before year-end based on “total worked” compensation. Bank Executives receive the same bonus percentages as all other employees; the larger dollar amount of the Executive bonus is attributable to higher annual compensation.

(3)

All Other Compensation – Includes Total Other Earnings on OTHER COMPENSATION table on page 21, and Pension Forfeitures and Pension Contributions, (2) through (4), on MONEY PURCHASE PLAN table on page 23

(4)

Total of (1) through (3)

OTHER COMPENSATION

						Group		BOLI
						Life		Participation		Inside		Director's		10%		Total
Name and		Company		Service		Insurance		Extra Life		Director's		Deferred		Discount		Other
Principal Position	Year	Auto		Awards		Premiums		Premiums		Fees		Compensation		ESPP Shares		Earnings
		($)(1)		($)(2)		($)(3)		($)(4)		($)(5)		($)(6)		($)(7)		($)(8)

Aaron L. Groff, Jr.	2009		4,374		0		1,008		914		16,350		0		330		22,976
Chairman of the Board,	2008		7,848		0		1,008		736		17,250		0		309		27,151
President and CEO	2007		7,497		1,500		1,008		736		17,700		0		286		28,727

Dale G. Burkholder	2009		0		0		1,008		422		0		0		1,858		3,288
Senior Vice President,	2008		0		0		1,008		353		0		0		314		1,675
Senior Loan Officer	2007		0		0		1,008		353		0		0		404		1,765

Paul W. Wenger	2009		0		0		1,008		422		17,250		0		1,075		19,755
Senior Vice President	2008		0		0		1,008		353		1,400		0		990		3,751
and Cashier	2007		0		1,500		1,008		353		0		0		1,216		4,077

James B. Dull	2009		0		0		1,008		515		0		0		199		1,722
Senior Vice President,	2008		0		0		1,008		353		0		0		177		1,538
Information & Technology	2007		0		600		1,008		353		0		0		161		2,122

Scott E. Lied	2009		0		0		1,008		462		0		0		712		2,182
Senior Vice President,	2008		0		150		1,008		316		0		0		930		2,404
Chief Financial Officer	2007		0		0		1,008		316		0		0		884		2,208

Other Compensation Table Key

(1)

Personal-use expense for Company-provided automobile – a perquisite.

(2)

Service Awards given to all employees in five (5) year increments.

(3)

Group Life Insurance Premium – Full-time employees receive Life Coverage at 5 times annualized salary

(4)

Provided as incentive to participate in BOLI (Bank Owned Life Insurance). All Vice Presidents and Senior Vice Presidents asked to participate.

(5)

Inside Director’s fees paid.

(6)

Inside Director’s Deferred Compensation Payments. There are no payments to active employees.

(7)

All participating employees receive 10% discount on stock purchased through the Employee Stock Purchase Plan.

(8)

Total of (1) through (7).

PROFIT SHARING RETIREMENT PLAN

The Corporation maintains a Pension Plan, which is administered by a third party. The Ephrata National Bank is the Trustee of the Pension Plan. To be eligible for the Pension Plan, an employee must accumulate at least 1,000 hours of employment and attain the age of 21. Entry into and participation in the Pension Plan begins on January 1 after meeting the eligibility requirements.

Normal retirement is at 65 years of age. A late retirement feature exists by which a participant who has attained age 65 may continue to participate and receive employer contributions. A participant is fully vested after 6 years and is automatically vested upon death or retirement due to disability.

There is a graded vesting schedule for other termination of employment: 20% after two years, 40% after three years, 60% after four years, 80% after five years, and 100% after six years. The timing and form of the distribution of benefits is at the Corporation’s discretion, except in the cases of death or retirement at age 65.

The Corporation contributes 7.5% of the covered compensation of all Pension Plan participants, plus 5.7% of covered compensation in excess of the Social Security wage base, which was $106,800 in 2009, $102,000 in 2008, and $97,500 in 2007.

For purposes of the Pension Plan, covered compensation was limited to $245,000 in 2009, $230,000 in 2008, and $225,000 in 2007. Total contributions to the Pension Plan were $531,330 in 2009, $526,616 in 2008, and $476,370 in 2007.

In 2009, the Corporation contributed the following amounts to the Pension Plan on behalf of the indicated persons: Aaron L. Groff, Jr., Chairman of the Board, President and Chief Executive Officer, $21,606; Dale G. Burkholder, Senior Vice President and Senior Loan Officer, $10,437; Paul W. Wenger, Senior Vice President and Cashier, $10,089; James B. Dull, Senior Vice President, Information and Technology, $9,399; and Scott E. Lied, Senior Vice President and Chief Financial Officer, $7,900.

MONEY PURCHASE PENSION PLAN

		1-Jan				7.50%		5.70%		Pension			Total $			31-Dec
Name and	Plan	Pension Plan		Pension		Pension		Pension		Investment			Change in			Pension Plan
Principal Position	Year	Value		Forfeitures		Contribution		Contribution		Earnings			Pension			Value
		($)(1)		($)(2)		($)(3)		($)(4)		($)(5)			($)(6)			($)(7)

Aaron L. Groff, Jr.	2009		542,775		0		15,735		5,871		111,051			132,657			675,432
Chairman of the Board,	2008		630,978		0		15,599		6,040		(109,842	)		(88,203	)		542,775
President and CEO	2007		585,047		246		15,242		6,026		24,417			45,931			630,978

Dale G. Burkholder	2009		293,790		0		9,389		1,048		60,109			70,546			364,336
Senior Vice President,	2008		343,964		0		8,817		887		(59,878	)		(50,174	)		293,790
Senior Loan Officer	2007		320,651		141		8,720		1,070		13,382			23,313			343,964

Paul W. Wenger	2009		312,792		0		9,191		898		63,997			74,086			386,878
Senior Vice President	2008		367,279		0		8,673		777		(63,937	)		(54,487	)		312,792
and Cashier	2007		343,233		139		8,602		980		14,325			24,046			367,279

James B. Dull	2009		217,787		0		8,799		600		44,558			53,957			271,744
Senior Vice President,	2008		253,372		0		8,146		376		(44,107	)		(35,585	)		217,787
Information & Technology	2007		235,748		121		7,512		152		9,839			17,624			253,372

Scott E. Lied	2009		54,310		0		7,900		0		11,112			19,012			73,322
Senior Vice President,	2008		56,617		0		7,549		0		(9,856	)		(2,307	)		54,310
Chief Financial Officer	2007		47,224		118		7,304		0		1,971			9,393			56,617

Pension Plan Table Key

(1)

Plan Value at beginning of Plan Year

(2)

Forfeitures – Non-Vested Employee Funds Returned to Plan upon Termination

(3)

7.5% Contribution of Eligible Earnings

(4)

5.7% Contribution of Eligible Earnings over Social Security Wage Base

(5)

Investment Earnings from Plan Year

(6)

Total Change in Pension $ from beginning of the Plan Year – Total of (2) through (5) above

(7)

Year Ending Pension Plan Balance – Total of (1) + (6)

No Pension Plan Payments were made to the above personnel during 2009.

PENSION BENEFITS TABLE

		Number of	Value of
		Years of	Accumulated Benefit	Payments During
Name	Plan Name	Credited Service	As of 12/31/09	Last Fiscal Year
		#	($)	($)

Aaron L. Groff, Jr.	Money Purchase	42	675,432	0
Chairman of the Board,	Pension Plan
President and CEO

Dale Burkholder	Money Purchase	29	364,366	0
Senior Vice President,	Pension Plan
Senior Loan Officer

Paul W. Wenger	Money Purchase	42	386,878	0
Senior Vice President	Pension Plan
and Cashier

James B. Dull	Money Purchase	27	271,744	0
Senior Vice President,	Pension Plan
Information & Technology

Scott E. Lied	Money Purchase	11	73,322	0
Senior Vice President,	Pension Plan
Chief Financial Officer

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

In the event of death or disability of a named Executive Officer, the named Executive Officer will receive benefits under the Corporation’s retirement plan, disability plan, or payments under the Corporation’s life insurance plan, as appropriate.

In addition, for the calendar year ending December 31, 2009, and in the event of the death of the named Executive Officer on December 31, 2009, the beneficiaries of the named Executive Officers would receive the following benefits through Lincoln Financial Group: Aaron Groff’s beneficiary would receive $206,000; Dale Burkholder’s beneficiary would receive $95,000; Paul Wenger’s beneficiary would receive $95,000; James Dull’s beneficiary would receive $116,000, and Scott Lied’s beneficiary would receive $104,000.

EMPLOYEE STOCK PURCHASE PLAN

The Corporation has established The ENB Financial Corp 2001 Employee Stock Purchase Plan (“ESPP”). The ESPP was originally adopted by Ephrata National Bank and was assumed by the Corporation upon formation of the holding company in 2008. The ESPP authorizes the issuance of up to 140,000 shares of the Corporation’s Common Stock to its employees and as of December 31, 2009, 40,033 shares had been issued under the ESPP.

The ESPP has semi-annual offering periods and quarterly purchase dates. Each eligible employee participating in an offering period is granted an option to purchase a number of shares on each purchase date. The number of shares is determined by dividing the employee’s contributions accumulated prior to the purchase date and retained in the account by the applicable purchase price. The purchase price may not be less than 90% of the fair market value per share of Common Stock on the date of the grant or exercise.

Subject to the ESPP’s terms, the Board of Directors has complete discretion to adopt, amend, and rescind the rules, regulations, and procedures necessary to administer the ESPP; to interpret the ESPP; to establish such further terms, conditions, and limitations on the exercise of options granted under the ESPP as it may deem appropriate; and to make all other decisions regarding administration of the ESPP.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The Corporation has established The ENB Financial Corp Dividend Reinvestment and Stock Purchase Plan (“DRIP”). The purpose of the DRIP is to provide shareholders with a convenient and economical way to buy additional shares of the Corporation’s Common Stock by reinvesting dividends or by voluntarily making cash payments under the terms of the DRIP. Under the terms of the DRIP, the Corporation is authorized to issue up to 200,000 shares of its Common Stock. As of December 31, 2009, there were a total of 39,086 shares held in the Dividend Reinvestment Plan and 34,444 shares had been issued in the form of reinvested dividends.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Corporation’s 2010 Proxy Statement.

Compensation Committee

Paul M. Zimmerman, Jr., Chair

J. Harold Summers

Mark C. Wagner

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Corporation’s entire Board of Directors, through the Compensation Committee, is responsible for establishing, implementing, and monitoring compensation policies. Messrs. Groff and Wenger, each of whom was a member of the Board in 2009, also served as Executive Officers of the Corporation. While Messrs. Groff and Wenger participated during 2009 in Board decisions regarding the compensation of employees and subordinate Executive Officers, they did not participate in any Board decision regarding their own compensation and were excused from the Board meeting at which their respective compensation was discussed.

TRANSACTIONS WITH RELATED PERSONS

Except as disclosed below, there have been no material transactions, nor any material transactions proposed, between ENB Financial Corp or its wholly-owned subsidiary, Ephrata National Bank, and any director or executive officer or any associate of these persons. Ephrata National Bank has engaged in, and intends to continue engaging in, banking and financial transactions in the ordinary course of business with directors and officers and their associates on substantially the same terms and with similar interest rates as those prevailing from time to time for other customers.

Total loans outstanding at December 31, 2009, from Ephrata National Bank to the directors and executive officers as a group and members of their immediate families and companies in which they had an ownership interest of 10% or more was $13,806,758, or approximately 19.8% of the Bank’s total equity capital. Loans to these persons were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers, and did not involve more than the normal risk of collection or present other unfavorable features. The aggregate amount of indebtedness outstanding as of the latest practicable date, March 5, 2010, to the above-described group was $14,150,497. Prior to any business dealings with directors or executive officers, the Board reviews and discusses any such transaction outside the presence of the Director or Executive Officer.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is composed of three (3) Independent directors as defined by SEC and NASDAQ standards. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee Charter is included as Annex A to the 2008 proxy statement.

The Audit Committee has reviewed the audited financial statements of the Corporation for the fiscal year ended December 31, 2009 and discussed them with management and the Corporation’s independent accountants, S.R. Snodgrass, A.C. The Audit Committee also has discussed with the independent accountants the matters required to be discussed by the U.S. Statement of Auditing Standards No. 61, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee has received from the independent accountants the written disclosures and letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the accountants’ independence from the Corporation and management with the accountants.

Based on the review and discussions described above, the Audit Committee recommended to the Board of Directors that the Corporation’s audited financial statements for the fiscal year ended December 31, 2009, be included in the Corporation’s Annual Report on Form 10-K for that fiscal year and filed with the Securities and Exchange Commission.

The Audit Committee has approved and appointed S.R. Snodgrass, A.C. as the Corporation’s auditors for the fiscal year ended December 31, 2009, and as the Corporation’s auditors for the fiscal year ending December 31, 2010. S.R. Snodgrass, A.C. has advised the Corporation that none of its members has any financial interests in the Corporation.

Representatives of S.R. Snodgrass, A.C. will be present at the Annual Meeting of Shareholders to be held May 4, 2010. They will be given an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

Aggregate fees billed to ENB Financial Corp and Ephrata National Bank by S.R. Snodgrass, A.C., the current independent auditors for the corporation, for services rendered during the last two years are presented as follows:

	Year Ended December 31,
	2009		2008
	($)		($)
Audit Fees (1)		95,951		76,942
Audit-Related Fees (2)		12,750		20,222
Tax Fees (3)		13,469		10,612
All Other Fees (4)		6,624		------
Total		128,794		107,776

(1)

Audit Fees include fees billed for professional services rendered for the audit of the annual financial statements, fees billed for the review of financial statements included in ENB Financial Corp’s Form 10-Q filings or services that are provided by the Corporation’s independent accountant, in connection with statutory and regulatory filings or engagements. S.R. Snodgrass, A.C. performed all annual financial statement audit services for 2009 and 2008.

(2)

Audit-Related Fees include fees billed for assurance and related services by S.R. Snodgrass, A.C. that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under the Audit Fees section of the table above. These services include required annual audits of the ENB Financial Corp Money Purchase Pension Plan and the ENB Financial Corp 401(k) Savings Plan, and preparation of the independent auditor’s consent and the related procedures for ENB registration statements in 2008.

(3)

Tax Fees include fees billed for professional services rendered by S.R. Snodgrass, A.C., during 2009 and 2008, for tax compliance, tax advice, tax planning, and preparation of corporate tax returns.

(4)

All other fees include fees related to the facilitation of the Corporation’s Strategic Planning Meeting in 2009.

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services, and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors. Under the policy, pre-approval is generally provided for up to one (1) year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the independent auditor is required to provide detailed back-up documentation at the time of approval.

The Audit Committee has considered whether, and determined that, the provision of the non-audit services is compatible with maintaining S.R. Snodgrass, A.C.’s independence.

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

	Audit Committee
	Mark C. Wagner, Chairman
	Bonnie R. Sharp
	Thomas H. Zinn

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that the directors, executive officers, and 10% shareholders of the Corporation file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership as to the shares of common stock and other equity securities of ENB Financial Corp beneficially owned by them.

Based solely on its review of copies of the forms received, the Corporation believes that during the fiscal year ended on December 31, 2009, all filing requirements applicable to its directors and executive officers were complied with in a timely fashion with the exception of director Donald Z. Musser, who failed to timely file three Forms 4 regarding three stock purchase transactions.

LEGAL PROCEEDINGS

The nature of the Corporation’s business could generate a certain amount of litigation involving matters arising in the ordinary course of business. However, in the opinion of management of the Corporation, there are no proceedings pending to which the Corporation is a party or to which its property is subject which, if determined adversely to the Corporation, would be material in relation to the Corporation’s financial condition. There are no proceedings pending other than those arising in the ordinary course of business.

EXPERTS

The consolidated financial statements of ENB Financial Corp, as of December 31, 2009 and 2008, have been audited by S.R. Snodgrass, A.C., Certified Public Accountants, Wexford, PA, as independent auditors, as indicated in their report with respect thereto, in reliance upon the authority of said firm as experts in giving such reports.

WHERE YOU CAN FIND MORE INFORMATION

ENB Financial Corp’s Annual Report to Shareholders for the fiscal year ended December 31, 2009, is enclosed with this proxy statement. Any shareholder may obtain a copy of ENB Financial Corp’s Annual Report for the year ended December 31, 2008, including the financial statements and related schedules and exhibits, without charge, by submitting a written request to Paul W. Wenger, Secretary, ENB Financial Corp, 31 East Main Street, Ephrata, Pennsylvania, 17522.

OTHER MATTERS

The Board of Directors knows of no business other than is described above that is planned to be brought before the Meeting. Should any other matters arise, however, the persons named as proxy holders will vote in accordance with the recommendations of the Board.

ANNEX A

CHARTER

ENB FINANCIAL CORP BOARD OF DIRECTORS

NOMINATING AND GOVERNANCE COMMITTEE

Authorization

The Board of Directors (the “Board) has passed resolutions that authorize the formation of a Nominating and Governance Committee of the Board of Directors (the “Committee)”.

Purpose

To provide continuing assistance to the Board regarding matters relating to governance, performance and composition of the Board.

Membership and Structure

The Committee shall be composed of three (3) or more directors approved by the Board. All members of the Committee shall be independent and meet the applicable independence requirements of the National Association of Securities Dealers (NASD).

The Committee shall meet as needed at stated times without notice or on notice to all by order of the Chairman of the Board of Directors.

The Committee shall have the authority to delegate any of its responsibilities to subcommittees, in accordance with applicable law, as the Committee may deem appropriate in its sole discretion.

Minutes shall be kept of all meetings of the Committee that shall serve as a report to the Board of Directors.

The Committee shall have the authority to retain any search firm to assist in identifying director candidates and to retain outside counsel and any other advisors, as the Committee may deem appropriate. The Committee shall have authority to approve fees and retention terms related to such outside counsel or advisor.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Recommend to the Board criteria for Board membership;

Identify individuals qualified to become Board members, who reflect the criteria specified by the Board;

Recommend to the Board nominees to fill vacancies on the Board and the nominees to stand for election as directors at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders);

Annually review the Board’s organization and practices and recommend appropriate changes, including reporting and procedural issues, and suggestions for “regular” Board meeting agenda items;

Lead the Board and management in the Strategic Planning process;

Periodically review and assess Board and management performance and lead the Board self-evaluation process;

Lead the Board in the succession planning process for the CEO and other key officers;

Coordinate board education programs, including a new director orientation program;

Annually review and assess the committee’s performance and charter and propose changes to the charter to the Board;

10.

Perform other specific duties and responsibilities within the scope of the Committee’s primary function as the Board may determine.

ENB FINANCIAL CORP

REVOCABLE PROXY

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2010

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Janice S. Eaby and John H. Shuey, or any one of them, as proxies, with full power of substitution, to represent and vote, as designated below, all of ENB Financial Corp common stock that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Tuesday, May 4, 2010 at 1:00 p.m., local time, at Ephrata National Bank’s main office, 31 East Main Street, Ephrata, Pennsylvania, or any adjournment or postponement of the meeting.

The election as Class A directors to serve for a three-year term these four nominees (except as marked to the contrary below):

Aaron L. Groff, Jr., J. Harold Summers, Paul M. Zimmerman, Jr., and Thomas H. Zinn.

[ ] FOR [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT

Instruction: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name(s) in the space provided below.

________________________________________________________________________

The election as Class B directors to serve for a two-year term these three nominees (except as marked to the contrary below):

Willis R. Lefever, Donald Z. Musser, and Bonnie R. Sharp.

[ ] FOR [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT

Instruction: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name(s) in the space provided below.

_______________________________________________________________________

The election as Class C directors to serve for a one-year term these three nominees (except as marked to the contrary below):

Susan Y. Nicholas, Mark C. Wagner, and Paul W. Wenger.

[ ] FOR [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT

Instruction: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name(s) in the space provided below.

________________________________________________________________________

This proxy also gives authority to vote on any other business as may properly come before the annual meeting. At this time the proxy holders know of no other business to be presented at the annual meeting.

Please sign exactly as your name appears on this card. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Signature_____________________________________________ Date___________________________

Signature_____________________________________________