ESSA BANK & TRUST

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     This Supplemental  Executive Retirement Plan (the "Plan") is established by
ESSA Bank & Trust (the "Bank")  effective January 1, 2005 (the "Effective Date")
for the purpose of providing additional retirement benefits to a select group of
management or highly compensated employees ("Participants"),  as selected by the
Board of Directors of the Bank (the "Board").  Accordingly, the Plan is intended
to qualify as a "top hat" plan for  purposes of the Employee  Retirement  Income
Security Act of 1974, as amended.

     The Plan  consolidates,  supersedes and replaces the  individual  Executive
Salary  Continuation  Agreements  entered  into  during  September,  2004 by and
between the Bank and each of Gary Olson,  Robert  Howes,  Jr.,  Diane Reimer and
Thomas Grayuski (collectively,  the "Predecessor  Agreements"),  such that as of
the Effective Date, the Participant's  entire benefit is determined solely under
the  terms of this  Plan.  All  accruals  and  benefits  under  the  Predecessor
Agreements  shall be deemed to have been  transferred  to this  Plan,  effective
January  1,  2005.  The Plan is  intended  to comply  with  Section  409A of the
Internal Revenue Code of 1986, as amended (the "Code").

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

     When used herein,  the following words shall have the meanings below unless
the context clearly indicates otherwise:

     1.1 "Administrator" means the Board.

     1.2 "Bank" means ESSA Bank & Trust and any successor thereto.

     1.3  "Beneficiary"  means the person(s)  designated by  Participant  as the
beneficiary in accordance with the Participation Agreement. If no beneficiary is
so designated, then the Participant's estate will be the Beneficiary.

     1.4 "Cause" means any of the following  that result in material  measurable
adverse effect on the Bank: (i) the conviction of a felony or gross  misdemeanor
involving  fraud or dishonesty;  (ii) an  intentional  failure to perform stated
duties as  provided  by the Bank;  (iii) a breach of  fiduciary  duty  involving
personal  profit.  If a dispute  arises as to the  Participant's  termination of
participation  under the Plan for  Cause,  such  dispute  shall be  resolved  by
arbitration,  as set  forth in  Section  8.4.  A  Participant's  termination  of
participation  under this Plan for "Cause" may occur  regardless  of whether the
Participant's employment with the Bank has been terminated for "Cause."

     1.5 "Change in Control" means the  following:  (i) a change in ownership of
the Company or the Bank under paragraph (a) below, or (ii) a change in effective
control of the Company or the Bank under  paragraph (b) below, or (iii) a change
in the  ownership of a  substantial  portion of the assets of the Company or the
Bank under paragraph (c) below:

<PAGE>

          (a) Change in the  ownership  of the Company or the Bank.  A change in
the  ownership  of the  Company or the Bank shall occur on the date that any one
person, or more than one person acting as a group (as defined in paragraph (b)),
acquires ownership of stock of the corporation that, together with stock held by
such person or group,  constitutes  more than 50% of the total fair market value
or total  voting  power of the stock of such  corporation.  However,  if any one
person or more than one person acting as a group, is considered to own more than
50% of the  total  fair  market  value or total  voting  power of the stock of a
corporation,  the acquisition of additional  stock by the same person or persons
is not considered to cause a change in the ownership of the  corporation  (or to
cause a change in the effective  control of the corporation  (within the meaning
of paragraph  (b) below)).  An increase in the  percentage of stock owned by any
one person,  or persons acting as a group, as a result of a transaction in which
the  corporation  acquires its stock in exchange for property will be treated as
an acquisition of stock for purposes of this section. This paragraph (a) applies
only when there is a transfer of stock of a corporation (or issuance of stock of
a  corporation)  and stock in such  corporation  remains  outstanding  after the
transaction.

          (b)  Change in the  effective  control of the  Company or the Bank.  A
change in the  effective  control of the  Company or the Bank shall occur on the
date that either (i) any one person,  or more than one person  acting as a group
(as  determined  below),  acquires (or has acquired  during the 12-month  period
ending on the date of the most  recent  acquisition  by such  person or persons)
ownership of stock of the corporation possessing 30% or more of the total voting
power of the stock of such  corporation;  or (ii) a  majority  of members of the
corporation's  board of  directors  is replaced  during any  12-month  period by
directors  whose  appointment  or election is not  endorsed by a majority of the
members  of the  corporation's  board  of  directors  prior  to the  date of the
appointment or election,  provided that for purposes of this paragraph  (b)(ii),
the  term  corporation  refers  solely  to a  corporation  for  which  no  other
corporation is a majority  shareholder.  In the absence of an event described in
paragraph (i) or (ii), a change in the effective  control of a corporation  will
not have occurred. If any one person, or more than one person acting as a group,
is considered to effectively  control a corporation  (within the meaning of this
paragraph (b)), the acquisition of additional  control of the corporation by the
same  person or persons  is not  considered  to cause a change in the  effective
control  of the  corporation  (or to  cause a  change  in the  ownership  of the
corporation within the meaning of paragraph (a)). Persons will not be considered
to be acting as a group solely  because  they  purchase or own stock of the same
corporation at the same time, or as a result of the same public offering.

          (c) Change in the ownership of a substantial  portion of the Company's
or the Bank's assets. A change in the ownership of a substantial  portion of the
Company's or the Bank's  assets shall occur on the date that any one person,  or
more than one person acting as a group (as determined  below),  acquires (or has
acquired  during  the  12-month  period  ending  on the date of the most  recent
acquisition by such person or persons) assets from the  corporation  that have a
total gross fair market  value equal to or more than 40% of the total gross fair
market value of all of the assets of the corporation  immediately  prior to such
acquisition or acquisitions. For this purpose, gross fair market value means the
value  of the  assets  of the  corporation,  or the  value of the  assets  being
disposed of, determined  without regard to any liabilities  associated with such
assets.  There is no Change in Control event under this paragraph (c) when there

                                       2
<PAGE>

is a  transfer  to an  entity  that is  controlled  by the  shareholders  of the
transferring corporation immediately after the transfer.

     1.6 "Company"  means ESSA Bancorp,  Inc., the stock holding  company of the
Bank.

     1.7 "Disabled" or "Disability" means that the Participant: (a) is unable to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or can be  expected  to last for a  continuous  period of not less than 12
months;  or (b) is, by reason of any medically  determinable  physical or mental
impairment  which can be  expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits  for a period of not less than 3 months  under an  accident  and health
plan covering employees of the Participant's  employer;  or (c) is determined to
be disabled by the Social Security Administration.

     1.8 "Early Retirement Benefit" means, with respect to each Participant,  an
annual cash benefit equal to the Participant's Normal Retirement Benefit reduced
by .05% for each  calendar  month in between  the date on which the  Participant
Separates from Service following the Early Retirement Date and the Participant's
Normal Retirement Date.

     1.9 "Early  Retirement  Date" means that date on which the  Participant has
attained at least age 60 with 30 Years of Service with the Bank.

     1.10 "Liability  Reserve Account" means a bookkeeping  account  established
and maintained by the Bank for the benefit of the  Participant  under this Plan,
where a portion of the Participant's  Normal Retirement  Benefit is expensed and
accrued under any appropriate  method which the  Administrator may select in its
sole discretion.

     1.11  "Normal  Retirement  Date"  means the date on which  the  Participant
attains age 65.

     1.12 "Normal  Retirement  Benefit" means, with respect to each Participant,
an  annual  cash  benefit  in  the  amount  as  provided  in  the  Participant's
Participation Agreement.

     1.13  "Participation  Agreement" means a written agreement between the Bank
and  the  Participant,  pursuant  to  which  the  Bank  agrees  to  provide  the
Participant  with the  benefits  described  in the  Plan  and the  Participation
Agreement.  Each Participation  Agreement shall contain such information,  terms
and conditions as the  Administrator  in its  discretion may specify,  including
without  limitation the following:  (i) the effective date of the  Participant's
participation  in the Plan;  (ii) the  Normal  Retirement  Benefit  in which the
Participant  is entitled  to under the Plan and the form in which such  benefits
are to be paid in (i.e.,  installments  or lump sum);  (iii) the identity of the
Participant's  Beneficiary;  and (iv) any other  provisions which supplement the
terms and conditions  contained in the Plan and which are not inconsistent  with
the terms and conditions of the Plan.

     1.14  "Separation  from  Service" or  "Separates  from  Service"  means the
Participant's retirement or other termination of employment with the Bank within
the meaning of Code Section 409A. No Separation  from Service shall be deemed to
occur due to military  leave,  sick leave or other bona fide leave of absence if
the period of such leave does not exceed 6 months or, if longer,  so long as the

                                       3
<PAGE>

Participant's right to reemployment is provided by law or contract. If the leave
exceeds 6 months and the Participant's  right to reemployment is not provided by
law or by contract, then the Participant shall have a Separation from Service on
the first date immediately  following such 6-month period.  Whether a Separation
from  Service  has  occurred  is  determined  based on  whether  the  facts  and
circumstances  indicate that the Bank and the Participant reasonably anticipated
that no further  services  would be  performed  after a certain date or that the
level of bona fide  services  the  Participant  would  perform  after  such date
(whether as an  employee  or as an  independent  contractor)  would  permanently
decrease to less than 50% of the average level of bona fide  services  performed
over the immediately preceding 36 months (or such lesser period of time in which
the Participant performed services for the Bank).

     1.15 "Years of Service"  means the number of whole  calendar  years  during
which the Participant has been employed by the Bank.



                                   ARTICLE II

                             ELIGIBILITY AND VESTING
                             -----------------------

     2.1  Eligibility.  The Plan is available  to a select  group of  management
and/or highly compensated employees of the Bank, determined from time to time by
the Board.  Each employee,  who is eligible to  participate  in the Plan,  shall
enroll in the Plan by entering into a Participation Agreement and completing all
other  forms  as  the   Administrator  may  request.   An  eligible   employee's
participation  in the  Plan  shall  commence  as of the  date  specified  in the
Participation Agreement.

     2.2  Vesting.  Each  Participant  shall  become  vested  in his or her Plan
benefits in accordance with the following vesting schedule:

                  Years of Service                   Vested Percentage
                  ---------------                    -----------------
                        1                                    0%
                        2                                    0%
                        3                                    0%
                        4                                    0%
                        5                                  100%

     Vesting is  automatically  accelerated  upon death,  Disability,  Change in
Control or Early or Normal Retirement.

                                       4
<PAGE>


                                   ARTICLE III

                                    BENEFITS
                                    --------

     3.1 Normal  Retirement  Benefit.  Upon  Separation from Service on or after
Normal  Retirement  Date,  the  Participant  shall  be  entitled  to the  Normal
Retirement  Benefit.  Payment of the Normal Retirement Benefit shall commence on
the first day of the second month  following  the date on which the  Participant
Separates from Service following the  Participant's  Normal Retirement Date, and
shall be  payable in the manner in which the  Participant  elects in  accordance
with Section 3.7 below.

     3.2 Early Retirement Benefit. In the event of the Participant's  Separation
from  Service  on or after the Early  Retirement  Date,  but prior to the Normal
Retirement  Date,  the  Participant  shall be entitled  to the Early  Retirement
Benefit. Payment of the Early Retirement Benefit shall commence on the first day
of the second month following the date on which the  Participant  Separates from
Service following  Participant's  Early Retirement Date, and shall be payable in
the manner in which the Participant elects in accordance with Section 3.7 below.

     3.3 Change in Control.  In the event of the  Participant's  Separation from
Service  within two (2) years  following  a Change in Control,  the  Participant
shall be entitled to the Normal  Retirement  Benefit as if the  Participant  had
been  continuously  employed  by the Bank until the Normal  Retirement  Date and
Separated from Service on such date.  Payment of the Normal  Retirement  Benefit
shall be made as a cash lump sum on the first day of the second month  following
the date on which the Participant Separates from Service with Bank.

     3.4  Separation  from  Service  Before  Early   Retirement   Date.  If  the
Participant  Separates from Service before reaching the Early  Retirement  Date,
the  Participant  shall  be  entitled  to  the  vested  accrued  balance  of the
Participant's  Liability  Reserve  Account,  determined  as of the  date  of the
Participant's Separation from Service. Such benefit shall be paid in a cash lump
sum no later than the first day of the second month following the  Participant's
Separation from Service.

     3.5 Disability.  If the Participant becomes Disabled before reaching his or
her Early  Retirement  Date,  the  Participant  shall be entitled to the accrued
balance of the  Participant's  Liability  Reserve Account,  determined as of the
date  the  Participant  became  Disabled.  Such  benefit  shall  be  paid to the
Participant  in a single cash lump sum no later than the first day of the second
month following the date on which the Participant became Disabled.

     3.6 Termination of Participation for Cause. Notwithstanding anything herein
or in the  Participation  Agreement to the contrary,  all benefits payable under
this Plan shall be forfeited in the event the Participant's participation in the
Plan is terminated for Cause.

     3.7 Distribution Elections for Payment of Benefits.

          (a) Distribution Elections for New Participants. Except as provided in
Section 3.7(b),  within 30 days after first becoming  eligible to participate in

                                       5
<PAGE>

the Plan, a new  Participant  may elect the time and manner of payment of his or
her Normal  Retirement  Benefit or Early  Retirement  Benefit  by  completing  a
Participation Agreement. Benefits may be paid in any of the following forms: (i)
lifetime monthly  installments;  (ii) lifetime annual  installments;  or (iii) a
single  cash lump  sum.  In the  event  the  Participant  fails to make a timely
election in his or her Participation  Agreement, the Participant shall be deemed
to have elected a cash lump sum.

          (b) Transition  Year  Elections.  Notwithstanding  Section  3.7(a),  a
Participant  who was a party to a Predecessor  Agreement shall have the right to
elect in a  Participation  Agreement  that is  signed  and  dated no later  than
December  31,  2008,  the  time  and  manner  of  payment  of his or her  Normal
Retirement Benefit and Early Retirement Benefit.  Benefits may be paid in any of
the following  forms: (i) lifetime  monthly  installments;  (ii) lifetime annual
installments;  or (iii) a single  cash  lump sum.  In the event the  Participant
fails to make a timely transition year election, the Participant shall be deemed
to have elected a single cash lump sum.

     3.8 Calculation of Present Value and Lump Sums. For all Plan purposes,  the
present value of any amount  hereunder  shall be  determined  using the discount
rate that is used in FASB 87 calculations.  In addition, all lump sums hereunder
shall be calculated as if the payments  required  under this Plan were otherwise
payable for 16 years following the Participant's Separation from Service.

     3.9 Delay in the Commencement Date for Payment of Benefits. Notwithstanding
the  foregoing,  if the  Participant  is a "specified  employee"  (i.e.,  a "key
employee" of a publicly  traded  company within the meaning of Code Section 409A
and the final regulations issued thereunder) and the distribution under the Plan
is due to Separation from Service (other than due to Disability or death),  then
solely to the extent  necessary to avoid  penalties  under Code Section 409A, no
distribution  shall be made  during  the  first  six (6)  months  following  the
Participant's  Separation from Service.  Rather,  any  distribution  which would
otherwise be paid to the Participant during such period shall be accumulated and
paid to the  Participant  in a lump sum on the  first day of the  seventh  month
following such Separation from Service.  All subsequent  distributions  shall be
paid in the manner  specified  in the Plan and the  Participant's  Participation
Agreement.

                                   ARTICLE IV

                                 DEATH BENEFITS
                                 --------------

     4.1 Death Before  Normal  Retirement  Date. If the  Participant  dies while
employed  with the Bank  but  prior to  reaching  Normal  Retirement  Date,  the
Participant's Beneficiary shall be entitled to the vested accrued balance of the
Participant's Liability Reserve Account, determined as of the Participant's date
of death.  Such  benefit  shall be paid to the  Participant's  Beneficiary  in a
single cash lump sum  distribution  by no later than the first day of the second
month following the date of the Participant's death.

     4.2 Death After Benefit Payments Begin.  Notwithstanding the foregoing,  in
the event that payment of the Participant's  Normal Retirement  Benefit or Early
Retirement Benefit has commenced, and the Participant dies prior to receiving at
least 192 monthly  installments or 16 annual  installments (as applicable),  the

                                       6
<PAGE>

Bank shall pay the present value of the remainder of such  installment  payments
to the Participant's Beneficiary in a single cash lump sum distribution no later
than the first day of the  second  month  following  the  Participant's  date of
death.

                                    ARTICLE V

                          PARTICIPANT'S RIGHT TO ASSETS
                          -----------------------------

     The rights of the Participant,  the Participant's Beneficiary, or any other
person claiming through  Participant under this Plan shall be solely those of an
unsecured general creditor of the Bank. The Participant,  the Beneficiary of the
Participant,  or any other person claiming through Participant,  shall only have
the right to receive from the Bank those payments as specified  under this Plan.
The Participant,  the  Participant's  Beneficiary,  or any other person claiming
through the  Participant  shall have no rights or  interests  whatsoever  in any
asset of the Bank,  including any insurance policies or contracts which the Bank
may possess or obtain to informally  fund this Plan.  Any asset used or acquired
by the Bank in connection  with the  liabilities it has assumed under this Plan,
except as expressly provided, shall not be deemed to be held under any trust for
the benefit of Participant  or the  Participant's  Beneficiary,  nor shall it be
considered security for the performance of the obligations of the Bank. It shall
be, and remain, a general, unpledged, and unrestricted asset of the Bank.

                                   ARTICLE VI

                            RESTRICTIONS UPON FUNDING
                            -------------------------

     The Bank shall have no obligation to set aside, earmark or entrust any fund
or money  with  which  to pay its  obligations  under  this  Plan.  Participant,
Beneficiaries  of  the  Participant,   or  any  successor  in  interest  to  the
Participant  shall be and remain  simply a general  creditor  of the Bank in the
same manner as any other creditor  having a general claim for matured and unpaid
compensation.  The Bank reserves the absolute right, at its sole discretion,  to
either fund the  obligations  undertaken by this Plan or to refrain from funding
the same and to  determine  the  extent,  nature,  and  method of such  informal
funding.  Should the Bank elect to fund this Plan, in whole or in part,  through
the  purchase of life  insurance,  disability  policies or  annuities,  the Bank
reserves the absolute right, in its sole  discretion,  to terminate such funding
at any time, in whole or in part. At no time shall Participant be deemed to have
any lien nor right,  title or interest in or to any specific funding  investment
or to any assets of the Bank. If the Bank elects to invest in a life  insurance,
disability  or annuity  policy upon the life of  Participant,  then  Participant
shall  assist  the Bank by  freely  submitting  to a  physical  examination  and
supplying  such  additional  information  necessary to obtain such  insurance or
annuities.

                                   ARTICLE VII

                     ALIENABILITY AND ASSIGNMENT PROHIBITION
                     ---------------------------------------

     Neither the Participant nor any Beneficiary  under this Plan shall have any
power or right to transfer, assign, anticipate,  hypothecate, mortgage, commute,
modify or otherwise  encumber in advance any of the benefits payable  hereunder,
nor shall any of said  benefits  be subject to  seizure  for the  payment of any

                                       7
<PAGE>

debts,  judgments,  alimony or separate  maintenance  owed by Participant or the
Participant's Beneficiary,  nor be transferable by operation of law in the event
of  bankruptcy,  insolvency  or  otherwise.  In  the  event  Participant  or any
Beneficiary  attempts  assignment,  communication,  hypothecation,  transfer  or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease
and terminate.

                                  ARTICLE VIII

                                 ADMINISTRATION
                                 --------------

     8.1  Named  Fiduciary  and Plan  Administrator.  The  Board  shall be named
fiduciary and plan administrator of this Plan.  Accordingly,  the Board shall be
responsible  for the  management,  control and  administration  of the Plan. The
Board may delegate to others certain  aspects of the management and  operational
responsibilities  of the Plan,  including  the  employment  of advisors  and the
delegation of ministerial duties to qualified individuals.

     8.2 Claims  Procedure.  In the event that benefits  under this Plan are not
paid to Participant (or to his Beneficiary in the case of  Participant's  death)
and such  claimants  feel they are  entitled to receive  such  benefits,  then a
written  claim  must be made to the  Administrator  within 60 days from the date
payments are refused.  The Administrator  shall review the written claim and, if
the claim is denied,  in whole or in part,  they shall provide in writing within
60 days of  receipt  of such  claim  their  specific  reasons  for such  denial,
reference to the  provisions of this Plan upon which the denial is based and any
additional material or information  necessary to perfect the claim. Such written
notice shall further indicate the additional steps to be taken by claimants if a
further review of the claim denial is desired.

     8.3 Appeal.  If claimants desire an appeal of the denied claim,  they shall
notify  the  Administrator  in  writing  within  60  days of the  claim  denial.
Claimants may review the Plan or any documents  relating  thereto and submit any
issues,  in  writing,  and  comments  they  may  feel  appropriate.  In its sole
discretion, the Administrator shall then review the appeal and provide a written
decision  within 60 days  after  receipt of such  appeal.  This  decision  shall
likewise  state the  specific  reasons  for the  decision  and if the  appeal is
denied,  shall include  reference to specific  provisions of the Plan upon which
the denial is based.

     8.4 Arbitration.  If claimants continue to dispute the benefit denial, then
claimants may submit the dispute to final, binding  arbitration.  Arbitration is
also  available  if there  is a  dispute  regarding  whether  the  Participant's
participation  in this Plan has been terminated for Cause.  The arbitrator shall
be selected by mutual  agreement  of the  Administrator  and the  claimant.  The
arbitrator  shall  operate  under any generally  recognized  set of  arbitration
rules.   The  parties   hereto  agree  that  they  and  their  heirs,   personal
representatives,  successors  and assigns shall be bound by the decision of such
arbitrator  with  respect  to  any  controversy  properly  submitted  to it  for
determination. If it is finally determined that the Participant (or Beneficiary)
is entitled to the benefits set forth under this Plan, then all amounts that the
Participant  (or  Beneficiary)  would have received up to the time of such final
determination  shall be paid to the Participant (or Beneficiary) with reasonable
interest within 30 days after such final determination.

                                       8

<PAGE>

                                   ARTICLE IX

                            AMENDMENT OR TERMINATION
                            ------------------------

     9.1 Amendment. The Board reserves the right to amend this Plan at any time.
However,  to the extent any such amendment  would  adversely  impact the accrued
benefits of any Participant,  the amendment shall require the written consent of
such Participant, even if the Participant is no longer employed by the Bank.

     9.2  Termination.  Subject to the requirements of Code Section 409A, in the
event of complete  termination  of the Plan, the Plan shall cease to operate and
the  Bank  shall  pay  out to the  Participant  his  or  her  benefit  as if the
Participant  had Separated from Service as of the effective date of the complete
termination.  Such complete  termination  of the Plan shall occur only under the
following circumstances and conditions:

          (a) The Bank may  terminate  the Plan  within 12 months of a corporate
dissolution taxed under Code Section 331, or with approval of a bankruptcy court
pursuant to 11 U.S.C. ss.503(b)(1)(A),  provided that the amounts deferred under
the Plan are included in the Participant's gross income in the latest of (i) the
calendar year in which the Plan terminates;  (ii) the calendar year in which the
amount is no longer subject to a substantial  risk of  forfeiture;  or (iii) the
first calendar year in which the payment is administratively practicable.

          (b) The Bank may terminate the Plan by irrevocable  Board action taken
within the 30 days  preceding a Change in Control (but not following a Change in
Control),  provided  that the Plan shall only be  treated as  terminated  if all
substantially similar arrangements  sponsored by the Bank are terminated so that
the Participant and all participants under  substantially  similar  arrangements
are  required  to  receive  all  amounts  of  compensation  deferred  under  the
terminated arrangements within twelve (12) months of the date of the termination
of the arrangements.

          (c) The Bank may terminate the Plan provided that (i) the  termination
and liquidation  does not occur proximate to a downturn in the financial  health
of the  Bank,  (ii)  all  arrangements  sponsored  by the  Bank  that  would  be
aggregated with this Plan under Treasury  Regulations Section 1.409A-1(c) if the
Participant  covered  by this  Plan  was  also  covered  by any of  those  other
arrangements  are also  terminated;  (iii) no payments  other than payments that
would be payable under the terms of the  arrangement if the  termination had not
occurred  are  made  within  twelve  (12)  months  of  the  termination  of  the
arrangement;  (iv) all payments are made within  twenty-four  (24) months of the
termination  of the  arrangements;  and  (v)  the  Bank  does  not  adopt  a new
arrangement  that would be  aggregated  with any  terminated  arrangement  under
Treasury Regulations Section 1.409A-1(c) if the Participant participated in both
arrangements,  at any  time  within  three  (3)  years  following  the  date  of
termination of the arrangement.

                                       9
<PAGE>



                                    ARTICLE X

                                  MISCELLANEOUS
                                  -------------

     10.1 No Effect on Employment Rights.  Nothing contained herein shall confer
upon any  Participant  the right to be  retained  in the service of the Bank nor
limit the right of the Bank to  discharge  or  otherwise  deal with  Participant
without regard to the existence of this Plan.

     10.2 Governing Law. The Plan is  established  under,  and will be construed
according to, the laws of the Commonwealth of  Pennsylvania,  to the extent that
such laws are not preempted by ERISA.

     10.3 Severability.  In the event that any provision of this Plan is held to
be  inoperative  or invalid by any court of competent  jurisdiction,  then:  (1)
insofar as is reasonable,  effect will be given to the intent manifested in such
provision,  and (2) the validity and enforceability of the remaining  provisions
will not be affected thereby.

     10.4  Establishment  of Rabbi Trust. The Bank may, but is not obligated to,
establish a rabbi trust into which the Bank may contribute assets which shall be
held therein,  subject to the claims of the Bank's creditors in the event of the
Bank's  insolvency,  until the contributed  assets are paid to Participants  and
their Beneficiaries in such manner and at such times as specified in this Plan.

     10.5 Tax Withholding  and Payment of Code Section 409A Taxes.  The Bank may
withhold  from any benefit  payable  under this Plan all federal,  state,  city,
income,  employment  or other taxes as shall be required  pursuant to any law or
governmental  regulation  then in effect.  Moreover,  the Plan shall  permit the
acceleration  of the time or  schedule  of a payment to pay  employment  related
taxes as permitted under Treasury  Regulation Section  1.409A-3(j) or to pay any
taxes  that may become  due at any time that the  arrangement  fails to meet the
requirements  of Code  Section  409A  and the  regulations  and  other  guidance
promulgated  thereunder.  In the latter case, such payments shall not exceed the
amount  required to be included in income as the result of the failure to comply
with the requirements of Code Section 409A.

     10.6 Acceleration of Payments.  Except as specifically  permitted herein or
in other sections of this Plan, no  acceleration  of the time or schedule of any
payment may be made hereunder.  Notwithstanding  the foregoing,  payments may be
accelerated hereunder by the Bank, in accordance with the provisions of Treasury
Regulation  Section  1.409A-3(j)(4)  and any subsequent  guidance  issued by the
United States Treasury Department.  Accordingly, payments may be accelerated, in
accordance  with  requirements  and conditions of the Treasury  Regulations  (or
subsequent guidance) in the following circumstances:  (i) as a result of certain
domestic  relations  orders;  (ii) in compliance with ethics agreements with the
Federal  government;  (iii) in  compliance  with  ethics  laws or  conflicts  of
interest laws;  (iv) in limited  cash-outs (but not in excess of the limit under
Code Section 402(g)(1)(B));  (v) in the case of certain distributions to avoid a
non-allocation  year under Code Section 409(p); (vi) to apply certain offsets in
satisfaction of a debt of the Participant to the Bank;  (vii) in satisfaction of
certain bona fide disputes  between the  Participant and the Bank; or (viii) for
any other purpose set forth in the Treasury Regulations and subsequent guidance.

                                       10
<PAGE>

     10.7 Required Provision.  Any payments made to the Participant  pursuant to
this Plan, or otherwise,  are subject to and conditioned  upon their  compliance
with 12 U.S.C. ss. 1828(k) and any regulations promulgated thereunder.

     10.8 Entire Agreement. This Plan sets forth the entire understanding of the
parties hereto with respect to the  transactions  contemplated  hereby,  and any
previous  agreements or understandings  between the parties hereto regarding the
subject matter hereof are merged into and superseded by this Plan.


                                       11

<PAGE>


         IN WITNESS WHEREOF, the Bank has caused this Plan to be executed on the
date set forth below.
                                      ESSA BANK & TRUST



 9-30-2008                           By: /s/ Gary S. Olson
-----------------------                 ---------------------------------------
Date