ESSA BANK & TRUST
                            ENDORSEMENT SPLIT DOLLAR
                            LIFE INSURANCE AGREEMENT

     THIS ENDORSEMENT SPLIT-DOLLAR LIFE INSURANCE AGREEMENT (the "Agreement") is
adopted  this 1st day of October,  2008,  by and between  ESSA Bank & Trust (the
"Bank"), and V. Gail Warner (the "Executive").

     The purpose of this  Agreement  is to retain and reward the  Executive,  by
dividing the death proceeds of certain life  insurance  policies which are owned
by the Bank on the life of the Executive with the designated  beneficiary of the
Executive.  The Bank  will  pay the life  insurance  premiums  from its  general
assets.

                                    Article 1
                                   Definitions

     Whenever  used in this  Agreement,  the  following  terms  shall  have  the
meanings specified:

1.1  "Bank's   Interest"   means  the   benefit   set  forth  in  Section   2.1.

1.2  "Beneficiary"  means each designated  person, or the estate of the deceased
     Executive,  entitled to benefits, if any, upon the death of the Executive.

1.3  "Beneficiary Designation Form" means the form established from time to time
     by the Plan Administrator that the Executive  completes,  signs and returns
     to the Plan Administrator to designate one or more Beneficiaries.

1.4  "Board"  means  the  Board of  Directors  of the Bank as from  time to time
     constituted.

1.5  "Executive's  Interest"  means  the  benefit  set  forth  in  Section  2.2.

1.6  "Insurer" means the insurance company issuing the Policy on the life of the
     Executive.

1.7  "Net Death Proceeds" means the total death proceeds of the Policy minus the
     greater of (i) the cash surrender value or (ii) the aggregate premiums paid
     by the Bank.

1.8  "Normal  Retirement  Age"  means  the  Executive's  attainment  of age  65.

1.9  "Policy" or "Policies"  means the individual  insurance  policy or policies
     adopted by the Bank for  purposes of insuring  the  Executive's  life under
     this Agreement.

                                    Article 2
                           Policy Ownership/Interests

2.1  Bank's  Interest.  The Bank shall own the Policies and shall have the right
     to exercise all incidents of ownership,  except as limited herein. The Bank
     shall be the  beneficiary  of the remaining  death proceeds of the Policies
     after the  Executive's  Interest  is  determined  according  to Section 2.2
     below.

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2.2  Executive's  Interest.  Upon  Executive's  death (1) while  employed by the
     Bank; and (2) prior to Normal  Retirement Age, the Executive's  Beneficiary
     shall be entitled to an amount of death  proceeds  equal to four times (4X)
     current  base  salary (as  defined by the Bank) or 100% of the  net-at-risk
     insurance  portion of the  proceeds,  whichever  is less.  The  net-at-risk
     insurance  portion is the total proceeds less the cash value of the Policy.
     In no event shall the death benefit hereunder exceed the Net Death Proceeds
     of the Policy. The Executive,  or the Executive's assignee,  shall have the
     right to designate the Beneficiary pursuant to the terms of this Agreement.
     Upon the  earlier of (1)  Executive's  termination  of  employment  for any
     reason;  or (2)  Executive's  attainment  of Normal  Retirement  Age,  this
     Agreement shall  automatically  terminate and no death benefit shall be due
     hereunder.

2.3  Bank has no Obligation to Pay. Death proceeds  payable under this Agreement
     shall be paid solely by the Insurer from the proceeds of any Policy(ies) on
     the life of the  Insured.  In no event shall the Bank be obligated to pay a
     death  benefit  under this  Agreement  from its  general  funds.  Should an
     Insurer refuse or be unable to pay death proceeds endorsed to Insured under
     the  express  terms  of this  Agreement,  or  should  the Bank  cancel  the
     Policy(ies)  for any  reason,  Executive's  Beneficiary(ies)  shall  not be
     entitled to a death benefit.

                                    Article 3
                           Premiums and Imputed Income

3.1  Premium Payment. The Bank shall pay all premiums due on all Policies.

3.2  Economic   Benefit.   The  Bank  shall   determine  the  economic   benefit
     attributable  to the Executive  based on the life insurance  premium factor
     for the  Executive's  age multiplied by the aggregate death benefit payable
     to the  Beneficiary.  The "life  insurance  premium  factor" is the minimum
     factor  applicable under guidance  published  pursuant to Treasury Reg. ss.
     1.61-22(d)(3)(ii) or any subsequently applicable authority.

3.3  Imputed Income. The Bank shall impute the economic benefit to the Executive
     on an annual basis, by adding the economic  benefit to the Executive's W-2,
     or if applicable, Form 1099.

                                    Article 4
                               General Limitations

4.3  Suicide or  Misstatement.  No  benefits  shall be payable if the  Executive
     commits  suicide during the Policy  exclusion  period,  or if the insurance
     company denies coverage (i) for material  misstatements of fact made by the
     Executive on any application  for life insurance  purchased by the Bank, or
     (ii) for any other reason;  provided,  however that the Bank shall evaluate
     the reason for the denial, and upon advice of legal counsel and in its sole
     discretion, consider judicially challenging any denial.



<PAGE>

                                    Article 5
                                  Beneficiaries

5.1  Beneficiary.  The Executive shall have the right, at any time, to designate
     a Beneficiary(ies) to receive any benefits payable under the Agreement upon
     the death of the Executive. The Beneficiary designated under this Agreement
     may be the same as or different from the beneficiary  designation under any
     other Agreement of the Bank in which the Executive participates.

5.2  Beneficiary   Designation;   Change.   The  Executive   shall  designate  a
     Beneficiary by completing and signing the Beneficiary Designation Form, and
     delivering  it to  the  Bank  or  its  designated  agent.  The  Executive's
     beneficiary  designation  shall  be  deemed  automatically  revoked  if the
     Beneficiary predeceases the Executive or if the Executive names a spouse as
     Beneficiary and the marriage is subsequently dissolved. The Executive shall
     have the right to change a Beneficiary by completing, signing and otherwise
     complying with the terms of the Beneficiary Designation Form and the Bank's
     rules and  procedures,  as in effect from time to time. Upon the acceptance
     by  the  Bank  of a  new  Beneficiary  Designation  Form,  all  Beneficiary
     designations  previously  filed  shall  be  cancelled.  The  Bank  shall be
     entitled  to rely on the last  Beneficiary  Designation  Form  filed by the
     Executive and accepted by the Bank prior to the Executive's death.

5.3  Acknowledgment.  No  designation  or change in designation of a Beneficiary
     shall be effective until received,  accepted and acknowledged in writing by
     the Bank or its designated agent.

5.4  No  Beneficiary  Designation.   If  the  Executive  dies  without  a  valid
     designation of beneficiary,  or if all designated  Beneficiaries predecease
     the  Executive,   then  the  Executive's  surviving  spouse  shall  be  the
     designated  Beneficiary.  If the  Executive  has no surviving  spouse,  the
     benefits  shall  be made  payable  to the  personal  representative  of the
     Executive's estate.

5.5  Facility  of  Payment.  If the Bank  determines  in its  discretion  that a
     benefit is to be paid to a minor, to a person declared incompetent, or to a
     person incapable of handling the disposition of that person's property, the
     Bank  may  direct   payment  of  such  benefit  to  the   guardian,   legal
     representative  or  person  having  the  care or  custody  of  such  minor,
     incompetent  person or  incapable  person.  The Bank may  require  proof of
     incompetence,  minority or guardianship as it may deem appropriate prior to
     distribution  of the benefit.  Any payment of a benefit  shall be a payment
     for the account of the Executive and the  Executive's  Beneficiary,  as the
     case may be, and shall be a complete  discharge of any liability  under the
     Agreement for such payment amount.

                                    Article 6
                                   Assignment

     The Executive  may  irrevocably  assign  without  consideration  all of the
Executive's  Interest in this Agreement to any person,  entity, or trust. In the
event the Executive shall transfer all of the Executive's Interest,  then all of
the  Executive's  Interest in this Agreement  shall be vested in the Executive's
transferee,  who shall be  substituted as a party  hereunder,  and the Executive

<PAGE>

shall have no further interest in this Agreement.

                                    Article 7
                                     Insurer

     The  Insurer  shall be bound  only by the  terms of its given  Policy.  The
Insurer shall not be bound by or deemed to have notice of the provisions of this
Agreement.   The   Insurer   shall   have  the  right  to  rely  on  the  Bank's
representations  with  regard  to any  definitions,  interpretations  or  Policy
interests as specified under this Agreement.

                                    Article 8
                           Claims And Review Procedure

8.1  Claims  Procedure.  The Executive or Beneficiary  ("claimant")  who has not
     received  benefits  under the Agreement  that he or she believes  should be
     paid shall make a claim for such benefits as follows:

     8.1.1 Initiation  -  Written  Claim.  The  claimant  initiates  a claim  by
          submitting to the Bank a written claim for the benefits.

     8.1.2 Timing of Bank  Response.  The Bank shall  respond  to such  claimant
          within 90 days after  receiving the claim. If the Bank determines that
          special  circumstances  require  additional  time for  processing  the
          claim,  the Bank can extend the response  period by an  additional  90
          days by  notifying  the  claimant in writing,  prior to the end of the
          initial  90-day  period,  that an additional  period is required.  The
          notice of extension must set forth the special  circumstances  and the
          date by which the Bank expects to render its decision.

     8.1.3 Notice of Decision.  If the Bank denies part or all of the claim, the
          Bank shall  notify the  claimant in writing of such  denial.  The Bank
          shall write the  notification in a manner  calculated to be understood
          by the claimant. The notification shall set forth:

          (a)  The  specific  reasons  for the denial;
          (b)  A reference to the specific  provisions of the Agreement on which
               the denial is based;
          (c)  A description of any additional information or material necessary
               for the claimant to perfect the claim and an  explanation  of why
               it is needed;
          (d)  An explanation of the Agreement's  review procedures and the time
               limits applicable to such procedures; and
          (e)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a)  following an adverse benefit  determination
               on review.

8.2  Review Procedure. If the Bank denies part or all of the claim, the claimant
     shall have the  opportunity  for a full and fair  review by the Bank of the
     denial, as follows:

     8.2.1 Initiation - Written Request.  To initiate the review,  the claimant,
          within 60 days after receiving the Bank's notice of denial,  must file
          with the Bank a written request for review.
<PAGE>


     8.2.2 Additional  Submissions - Information Access. The claimant shall then
          have the opportunity to submit written  comments,  documents,  records
          and other  information  relating  to the  claim.  The Bank  shall also
          provide the  claimant,  upon  request  and free of charge,  reasonable
          access to, and copies of, all documents, records and other information
          relevant  (as  defined  in  applicable   ERISA   regulations)  to  the
          claimant's claim for benefits.

     8.2.3 Considerations on Review.  In considering the review,  the Bank shall
          take into account all materials and information  the claimant  submits
          relating to the claim,  without regard to whether such information was
          submitted or considered in the initial benefit determination.

     8.2.4 Timing of Bank's Response.  The Bank shall respond in writing to such
          claimant within 60 days after receiving the request for review. If the
          Bank determines that special circumstances require additional time for
          processing  the claim,  the Bank can extend the response  period by an
          additional 60 days by notifying the claimant in writing,  prior to the
          end of the  initial  60-day  period,  that  an  additional  period  is
          required.   The  notice  of  extension  must  set  forth  the  special
          circumstances  and the date by which the Bank  expects  to render  its
          decision.

     8.2.5 Notice of Decision.  The Bank shall notify the claimant in writing of
          its  decision on review.  The Bank shall write the  notification  in a
          manner  calculated to be understood by the claimant.  The notification
          shall set forth:

          (a)  The  specific  reasons  for the denial;
          (b)  A reference to the specific  provisions of the Agreement on which
               the denial is based;
          (c)  A statement  that the  claimant  is  entitled  to  receive,  upon
               request and free of charge,  reasonable access to, and copies of,
               all documents, records and other information relevant (as defined
               in applicable  ERISA  regulations)  to the  claimant's  claim for
               benefits; and
          (d)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a).


                                    Article 9
                           Amendments and Termination

This  Agreement  may be amended or terminated  unilaterally  by the Bank for any
reason.

                                   Article 10
                                 Administration

10.1 Plan Administrator  Duties.  This Agreement shall be administered by a Plan
     Administrator  which  shall  consist of the  Board,  or such  committee  or
     persons as the Board may choose. The Plan Administrator shall also have the
     discretion  and  authority to (i) make,  amend,  interpret  and enforce all
     appropriate rules and regulations for the  administration of this Agreement

<PAGE>
     and (ii) decide or resolve any and all questions including  interpretations
     of this Agreement, as may arise in connection with this Agreement.

10.2 Agents. In the administration of this Agreement, the Plan Administrator may
     employ  agents and delegate to them such  administrative  duties as it sees
     fit,  (including acting through a duly appointed  representative),  and may
     from time to time consult with counsel who may be counsel to the Bank.

10.3 Binding   Effect  of  Decisions.   The  decision  or  action  of  the  Plan
     Administrator  with respect to any question arising out of or in connection
     with the  administration,  interpretation and application of this Agreement
     and the  rules and  regulations  promulgated  hereunder  shall be final and
     conclusive  and  binding  upon all  persons  having  any  interest  in this
     Agreement.

10.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless
     the members of the Plan Administrator  against any and all claims,  losses,
     damages,  expenses or liabilities arising from any action or failure to act
     with respect to this Agreement, except in the case of willful misconduct by
     the Plan Administrator or any of its members.

10.5 Information. To enable the Plan Administrator to perform its functions, the
     Bank shall supply full and timely  information to the Plan Administrator on
     all matters relating to the date and  circumstances of termination or death
     of the  Executive,  and  such  other  pertinent  information  as  the  Plan
     Administrator may reasonably require.

                                   Article 11
                                  Miscellaneous

11.1 Binding Effect. This Agreement shall bind the Executive and the Bank, their
     beneficiaries, survivors, executors, administrators and transferees and any
     Beneficiary.

11.2 No Guarantee of Employment.  This Agreement is not an employment  policy or
     contract.  It does not give the  Executive the right to remain an Executive
     of the Bank,  nor does it interfere  with the Bank's right to discharge the
     Executive.  It also does not require the  Executive  to remain an Executive
     nor interfere  with the  Executive's  right to terminate  employment at any
     time.

11.3 Applicable Law. The Agreement and all rights hereunder shall be governed by
     and  construed  according  to the laws of the  state  where  the  principal
     offices of the Bank reside,  except to the extent  preempted by the laws of
     the United States of America.

11.4 Notice.  Any notice or filing required or permitted to be given to the Bank
     under this Agreement shall be sufficient if in writing and  hand-delivered,
     or sent by registered or certified mail, to the address below:
<PAGE>


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     Such  notice  shall  be  deemed  given as of the date of  delivery  or,  if
     delivery  is made by mail,  as of the date  shown  on the  postmark  or the
     receipt for registration or certification.


     Any notice or filing  required or  permitted  to be given to the  Executive
     under this Agreement shall be sufficient if in writing and  hand-delivered,
     or sent by mail, to the last known address of the Executive.

11.5 Entire Agreement.  This Agreement,  along with the Executive's  Beneficiary
     Designation Form, constitutes the entire agreement between the Bank and the
     Executive  as to the subject  matter  hereof.  No rights are granted to the
     Executive  under this  Agreement  other than those  specifically  set forth
     herein.



     IN WITNESS  WHEREOF,  the parties have executed this Agreement on the dates
set forth below.

                                              ESSA BANK & TRUST



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



 9-30-2008                                        /s/ V. Gail Warner
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Date                                             Executive