EXHIBIT 10.12

                       EMPLOYMENT AGREEMENT

          THIS AGREEMENT, made as of the 1st day of October,
1999, among FIRST LEESPORT BANCORP, INC. ("Bancorp"), a
Pennsylvania business corporation having a place of business at
133 North Centre Avenue, Leesport, Pennsylvania, FIRST LEESPORT
INVESTMENT GROUP, INC. ("FLIG"), a Pennsylvania corporation
having a place of business at 560 Van Reed Road, Suite 308,
Wyomissing, Pennsylvania, FIRST LEESPORT WEALTH MANAGEMENT, INC.
("FLWM"), a Pennsylvania corporation having a place of business
at 560 Van Reed Road, Suite 308, Wyomissing, Pennsylvania, and
KEITH W. JOHNSON ("Executive"), an adult individual.

                           WITNESSETH:

          WHEREAS, FLIG and FLWM are direct or indirect wholly-
owned subsidiaries of Bancorp;

          WHEREAS, FLIG and FLWM desire to employ Executive to
serve in the capacity of President and Chief Executive Officer
of each of FLIG and FLWM on the terms and conditions set forth
herein;

          WHEREAS, Executive desires to accept employment with
FLIG and FLWM on the terms and conditions set forth herein.

                           AGREEMENT:

          NOW, THEREFORE, the parties hereto, intending to be
legally bound, agree as follows:

          1.   Employment.  FLIG and FLWM each hereby employ
Executive, and Executive hereby accepts employment with FLIG and
FLWM on the terms and conditions set forth in this Agreement.

          2.   Duties of Employee.  Executive shall perform and
discharge well and faithfully such duties as an executive
officer of FLIG and of FLWM as may be reasonably assigned to
Executive from time to time by the respective Boards of
Directors of FLIG and of FLWM consistent with his position,
including management responsibility for the Investment Division
of Bancorp's affiliated companies.  Executive shall be employed
as President and Chief Executive Officer of FLIG and of FLWM,
and shall hold such other titles as may be given to him from
time to time by the respective Boards of Directors of Bancorp,
FLIG or FLWM.  Executive shall devote his full time, attention
and energies to the business of FLIG and of FLWM during the
Employment Period (as defined in Section 3 of this Agreement);
provided, however, that this Section 2 shall not be construed as
preventing Executive from (a) investing Executive's personal
assets in enterprises that do not compete with Bancorp, Bank,
FLIG or FLWM, (b) participating in service opportunities within
SunAmerica Securities, Inc., such as the Management Advisory
Counsel and National Education Committee, provided that such
activities do not unreasonably interfere with Executive's
responsibilities to Bancorp, FLIG or FLWM, (c) serving as an
adjunct professor at the Philadelphia College of Bible provided
that such activities do not unreasonably interfere with
Executive's responsibilities to Bancorp, FLIG or FLWM, or
(d) being involved in any other activity with the prior approval
of the Board of Directors of Bancorp.

          3.  Term of Agreement.

               (a)  This Agreement shall be for a three (3) year
period (the "Employment Period") commencing on October 1, 1999
and ending on September 30, 2002; provided, however, that the
Employment Period shall be automatically extended on October 1,
2000 and on October 1 of each subsequent year (each an "Annual
Renewal Date") for a period ending three (3) years from each
Annual Renewal Date unless Bancorp or Executive shall give
written notice of nonrenewal to the other party at least ninety
(90) days prior to an Annual Renewal Date, in which event this
Agreement shall terminate at the end of the then existing
Employment Period.

               (b)  Notwithstanding the provisions of
Section 3(a) of this Agreement, this Agreement shall terminate
automatically for Cause (as defined below) upon written notice
from the Board of Directors of either Bancorp, FLIG or FLWM to
Executive.  As used in this Agreement, "Cause" shall mean any of
the following:

                    (i)  Executive's conviction of or plea of
     guilty or nolo contendere to a felony, a crime of
     falsehood, or a crime involving moral turpitude, or the
     actual incarceration of Executive for a period of at least
     30 days or more; or

                    (ii)  Executive's failure to follow the good
     faith lawful instructions of the Board of Directors of
     Bancorp, FLIG, or FLWM with respect to their respective
     operations, following written notice of such instructions;
     or

                    (iii)  Executive's willful failure to
     substantially perform Executive's duties to FLIG or FLWM,
     other than a failure resulting from Executive's incapacity
     because of physical or mental illness, which willful
     failure results in demonstrable material injury and damage
     to Bancorp, FLIG or FLWM; or

                    (iv)  Executive's failure to maintain any
     license necessary to perform services under this Agreement
     or Executive's intentional violation of any material
     provision of this Agreement; or

                    (v)  dishonesty or gross negligence of the
     Executive in the performance of his duties; or

                    (vi)  conduct on the part of the Executive
     which brings public discredit to Bancorp, FLIG or FLWM; or

                    (vii)  Executive's breach of fiduciary duty
     involving personal profit involving Executive's employment
     or which results in demonstrable material injury to
     Bancorp, FLIG, or FLWM; or

                    (viii)  Executive's removal or prohibition
     from being an institution-affiliated party by a final order
     of an appropriate federal banking agency pursuant to
     Section 8(e) of the Federal Deposit Insurance Act or by the
     Pennsylvania Department of Banking pursuant to state law.

If this Agreement is terminated for Cause, Executive's rights
under this Agreement shall cease as of the effective date of
such termination.

               (c)  Notwithstanding the provisions of
Section 3(a) of this Agreement, except for provisions which by
their terms extend beyond termination of this Agreement, this
Agreement shall terminate automatically upon Executive's
voluntary termination of employment (other than in accordance
with Section 5 of this Agreement), retirement at Executive's
election, or Executive's death, and Executive's rights under
this Agreement shall cease as of the date of such voluntary
termination, retirement at Executive's election, or death;
provided, however, that, if Executive dies after Executive
delivers a Notice of Termination (as defined in Section 5(a) of
this Agreement), the provisions of Section 15(b) of this
Agreement shall apply.

               (d)  Notwithstanding the provisions of
Section 3(a) of this Agreement, this Agreement shall terminate
automatically upon Executive's disability and Executive's rights
under this Agreement shall cease as of the date of such
termination; provided, however, that, if Executive becomes
disabled after Executive delivers a Notice of Termination (as
defined in Section 5(a) of this Agreement), Executive shall
nevertheless be absolutely entitled to receive all of the
compensation and benefits provided for in, and for the term set
forth in, Section 6 of this Agreement.  For purposes of this
Agreement, disability shall mean Executive's incapacitation by
accident, sickness, or otherwise which renders Executive
mentally or physically incapable of performing the services
required of Executive for a period of six (6) consecutive
months.

               Executive agrees that, in the event his
employment under this Agreement terminates for any reason,
Executive shall concurrently resign as a director of Bancorp,
Bank, FLIG, FLWM, and any affiliate thereof, if he is then
serving as a director of any of such entities.

          4.   Employment Period Compensation.

               (a)  Salary.  For services performed by Executive
under this Agreement, Bancorp, FLIG or FLWM shall pay Executive
a salary, in the aggregate, at the rate of Two Hundred Thousand
Dollars ($200,000.00) per year, payable at the same times as
salaries are payable to other executive employees of Bancorp.
Subsequent to September 30, 2002, FLIG or FLWM may, from time to
time, increase Executive's salary, and any and all such
increases shall be deemed to constitute amendments to this
Section 4(a) to reflect the increased amounts, effective as of
the date established for such increases by the Board of
Directors of FLIG or of FLWM or any committee of such Boards in
the resolutions authorizing such increases.

               (a)  Bonus.  For services performed by Executive
under this Agreement, Executive may be entitled to receive a
bonus based upon the attainment of certain goals, which goals
will be agreed upon annually by Executive and the Board of
Directors of Bancorp.  The payment of any such bonuses shall not
reduce or otherwise affect any other obligation of Bancorp, FLIG
or FLWM to Executive provided for in this Agreement.

               (b)  Vacation.  During the term of this
Agreement, Executive shall be entitled to paid annual vacation
in accordance with the policies established for senior
executives of Bancorp. Executive shall not be entitled to
receive any additional compensation from Bancorp, FLIG, or FLWM
for failure to take a vacation, nor shall Executive be able to
accumulate unused vacation time from one year to the next,
except to the extent authorized by the Boards of Directors of
Bancorp.

               (d)  Automobile.  During the term of this
Agreement, Executive shall be provided with exclusive use of an
automobile equivalent in type to Executive's automobile on the
date of this Agreement.  FLIG and FLWM shall be responsible and
shall pay for all costs of insurance coverage, repairs,
maintenance and other operating and incidental expenses,
including license, fuel and oil.  Executive shall be provided
with a replacement automobile at approximately the time
Executive's automobile reaches three (3) years of age or 50,000
miles, whichever is first, and approximately every three (3)
years or 50,000 miles thereafter, upon the same terms and
conditions.  Executive agrees that all of the equity in his
existing automobile on the date of this Agreement shall be
applied to reduce the purchase price or the lease amount on the
first automobile to be provided for Executive's use pursuant to
this paragraph.

               (e)  Employee Benefit Plans.  Executive shall
initially be entitled to participate in and receive the benefits
of any employee benefit plan in effect for employees of Johnson
Financial Group, Inc. ("JFG") immediately prior to the merger of
JFG with a subsidiary of Bancorp until such time that the Board
of Directors of Bancorp authorizes a change in such benefits.
Executive shall be entitled to participate in and receive the
benefits of any employee benefit plan in effect for employees of
Bancorp or its affiliates to the extent required by the terms of
any of such plans.  Nothing paid to Executive under any plan or
arrangement presently in effect or made available in the future
shall be deemed to be in lieu of the salary payable to Executive
pursuant to Section 4(a) hereof.

               (f)  1999 Stock Options.  Executive shall be
eligible to participate in Bancorp's stock option plan.
Concurrently with the execution of this Agreement,  Executive
shall receive a grant of nonqualified stock options to purchase
3,000 shares of Bancorp common stock at an exercise price equal
to the fair market value of a share of Bancorp common stock on
the date of grant.  Such options shall be subject to a five-year
vesting provision, with 1/5 of the total number of options
vesting on the first annual anniversary of Executive's
employment and an additional 1/5 of the total number of options
vesting on each subsequent annual anniversary date thereafter;
provided, however, that such options shall provide for immediate
vesting in the event that Executive's employment is terminated
by Bancorp, FLIG or FLWM without Cause or Executive terminates
his employment in accordance with the provisions of Section 5.
Such options will provide for a term of ten years.

          5.   Termination of Employment Following Change in
Control.

               (a)  If a Change in Control (as defined in
Section 5(b) of this Agreement) shall occur and if thereafter,
at any time during the term of this Agreement, there shall be:

                    (i)  any involuntary termination of
     Executive's employment (other than for the reasons set
     forth in Section 3(b) or 3(d) of this Agreement);

                    (ii)  a change, without Executive's prior
     written consent, in any significant respect in Executive's
     authority, duties or other terms or conditions of
     Executive's employment as the same exist on the date of the
     Change in Control or as the same may be increased from time
     to time after the Change in Control;

                    (ii)  any reassignment of Executive to a
     location greater than fifty (50) miles from the location of
     Executive's office on the date of the Change in Control;

                    (iii)  any reduction in Executive's annual
     base salary in effect on the date of the Change in Control
     or as the same may be increased from time to time after the
     Change in Control;

                    (iv)  any failure to provide Executive with
     benefits at least as favorable as those enjoyed by
     Executive under any of Bancorp's retirement or pension,
     life insurance, medical, health and accident, disability or
     other employee plans in which Executive participated at the
     time of the Change in Control, or the taking of any action
     that would materially reduce any of such benefits in effect
     at the time of the Change in Control, except for any
     reductions in benefits or other actions resulting from
     changes to or reductions in benefits applicable to all
     employees generally; or

                    (vi)  any requirement that Executive travel
     in performance of his duties on behalf of Bancorp, FLIG or
     JFG for a significantly greater period of time during any
     year than was required of Executive during the year
     preceding the year in which the Change in Control occurred;

then, at the option of Executive, exercisable by Executive
within one hundred twenty (120) days of the occurrence of any of
the foregoing events, Executive may resign from employment with
FLIG and JFG (or, if involuntarily terminated, give notice of
intention to collect benefits under this Agreement) by
delivering a notice in writing (the "Notice of Termination") to
FLIG and JFG and the provisions of Section 6 of this Agreement
shall apply.

               (b)  As used in this Agreement, "Change in
Control" shall mean the occurrence of any of the following:

                    (i)(A) a merger, consolidation, or division
involving Bancorp, FLIG, or FLWM, (B) a sale, exchange,
transfer, or other disposition of substantially all of the
assets of Bancorp, FLIG, or FLWM, or (C) a purchase by Bancorp
of substantially all of the assets of another entity, unless
(x) such merger, consolidation, division, sale, exchange,
transfer, purchase or disposition is approved in advance by
seventy percent (70%) or more of the members of the Board of
Directors of Bancorp who are not interested in the transaction
and (y) a majority of the members of the Board of Directors of
the legal entity resulting from or existing after any such
transaction and of the Board of Directors of such entity's
parent corporation, if any, are former members of the Board of
Directors of Bancorp, FLIG, or FLWM; or

                     (ii)  any other change in control of
     Bancorp similar in effect to any of the foregoing.

          6.   Rights in Event of Termination of Employment
Following Changes in Control.

               (a)  In the event that Executive delivers a
Notice of Termination (as defined in Section 5(a) of this
Agreement), Executive shall be absolutely entitled to receive a
lump-sum cash payment no later than thirty (30) days following
the date of such termination in an amount equal to and no
greater than two (2.0) times Executive's annual base salary, as
set forth in Section 4(a), in effect on the date of termination
of employment.

               (b)  Notwithstanding the foregoing, if any
portion of the payment due pursuant to this Section 6 is found
to violate any of the proscriptions in Section 359 of the
Federal Deposit Insurance Corporation rules and regulations,
then neither Bancorp, FLIG or JFG shall be obligated to make any
such payment found to violate such proscriptions.

               (c)  Executive shall not be required to mitigate
the amount of any payment provided for in this Section 6 by
seeking other employment or otherwise.  The amount of payment or
the benefit provided for in this Section 6 shall be reduced
dollar-for-dollar by any other compensation to be received by
Executive at any time during the twelve (12) month period
following delivery of the Notice of Termination.

          7.  Rights in Event of Termination of Employment
Absent Change in Control.

               (a)  In the event that Executive's employment is
involuntarily terminated without Cause and no Change in Control
shall have occurred at the date of such termination, Bancorp,
FLIG or JFG shall pay (or cause to be paid), in the aggregate,
to Executive in cash, an amount equal to the Executive's annual
base salary (with deductions not to exceed those required by
law) in effect on the date of termination for the greater of
(i) the remainder of the then existing Employment Term or
(ii) twenty-six (26) weeks, paid at the same intervals as the
salary is payable under Section 4(a).  Notwithstanding the
preceding sentence, in the event that the payments described in
the preceding sentence, when added to all other amounts or
benefits provided to or on behalf of the Executive in connection
with his termination of employment, would result in the
imposition of an excise tax under Code Section 4999, such sum
would be retroactively (if necessary) reduced to the extent
necessary to avoid such imposition.  Upon written notice to
Executive, together with calculations of Bancorp's independent
auditors, Executive shall remit to Bancorp the amount of the
reduction plus such interest as may be necessary to avoid the
imposition of such excise tax.

               (b)  Executive shall not be required to mitigate
the amount of any payment provided for in this Section 7 by
seeking other employment or otherwise.  The amount of payment or
the benefits provided for in this Section 7 shall be reduced
dollar-for-dollar by any other compensation to be received by
Executive during the period in which Executive is receiving
payments under Section 7(a) as the result of Executive's
employment by another employer.

               (c)  The amounts payable pursuant to this
Section 7 shall constitute Executive's sole and exclusive remedy
in the event of involuntary termination of Executive's
employment by Bancorp, FLIG and/or FLWM in the absence of a
Change in Control.

          8.   Covenant Not to Compete.

               (a)  Executive hereby acknowledges and recognizes
the highly competitive nature of the business of Bancorp, FLIG
and FLWM and accordingly agrees that, during and for the
applicable period set forth in Section 8(c) hereof, Executive
shall not:

                    (i)  be engaged, directly or indirectly,
     either for his own account or as agent, consultant,
     employee, partner, officer, director, proprietor, investor
     (except as an investor owning less than 5% of the stock of
     a publicly owned company) or otherwise of any person, firm,
     corporation, or enterprise engaged, in (1) the banking
     (including bank holding company), securities brokerage,
     financial advisory or financial services industry, or
     (2) any other activity in which Bancorp or any of its
     subsidiaries is engaged during the Employment Period, in
     any county in which, at any time during the Employment
     Period or at the date of termination of the Executive's
     employment, a branch, office or other facility of Bancorp,
     FLIG, FLWM or any of their respective subsidiaries is
     located, or in any county contiguous to such a county,
     including contiguous counties located outside of the
     Commonwealth of Pennsylvania (the "Non-Competition Area");
     or

                    (ii)  provide financial or other assistance
     to any person, firm, corporation, or enterprise engaged in
     (1) the banking (including bank holding company),
     securities brokerage, financial advisory or financial
     services industry, or (2) any other activity in which
     Bancorp or any of its subsidiaries is engaged during the
     Employment Period, in the Non-Competition Area.

               (b)  It is expressly understood and agreed that,
although Executive and Bancorp consider the restrictions
contained in Section 8(a) hereof reasonable for the purpose of
preserving for Bancorp and its subsidiaries their good will and
other proprietary rights, if a final judicial determination is
made by a court having jurisdiction that the time or territory
or any other restriction contained in Section 8(a) hereof is an
unreasonable or otherwise unenforceable restriction against
Executive, the provisions of Section 8(a) hereof shall not be
rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such other extent as such
court may judicially determine or indicate to be reasonable.

               (c)  The provisions of this Section 8 shall be
applicable commencing on the date of this Agreement and ending
on one of the following dates, as applicable:

                    (i)  if Executive voluntarily terminates his
     employment (other than in accordance with the provisions of
     Section 5 hereof) or Executive's employment is terminated
     for Cause (as defined in Section 3(b), the longer of
     (i) the ending date of the then existing Employment Period
     or (ii) twelve (12) months from the date of Executive's
     termination of employment;

                    (ii)  if Executive voluntarily terminates
     his employment in accordance with the provisions of
     Section 5, the effective date of termination of Executive's
     employment;

                    (iii)  if Executive's employment is
     involuntarily terminated in accordance with the provisions
     of Section 7, the effective date of termination of
     Executive's employment; or

                    (iv)  if Executive's employment terminates
     as a result of delivery of a notice of nonrenewal by
     Bancorp in accordance with Section 3(a), the ending date of
     the then existing Employment Period; or

                    (v)  if Executive's employment terminates as
     a result of delivery of a notice of nonrenewal by Executive
     in accordance with Section 3(a), twelve (12) months from
     the end of the then existing Employment Period.

          9.   Unauthorized Disclosure.  During the term of his
employment hereunder, or at any later time, Executive shall not,
without the written consent of the Board of Directors of the
Bancorp, or a person authorized thereby, knowingly disclose to
any person, other than an employee of Bancorp, FLIG or FLWM or a
person to whom disclosure is reasonably necessary or appropriate
in connection with the performance by Executive of his duties
hereunder, any material confidential information obtained by him
while in the employ of Bancorp, FLIG or FLWM with respect to any
of Bancorp's, FLIG's or FLWM's or any of their respective
affiliates' services, products, improvements, formulas, designs
or styles, processes, customers, methods of business or any
business practices the disclosure of which could be or would be
damaging to Bancorp, FLIG or FLWM, or any such affiliate
provided, however, that confidential information shall not
include any information known generally to the public (other
than as a result of unauthorized disclosure by Executive or any
person with the assistance, consent, or direction of Executive),
or any information that must be disclosed as required by law.
Subject to the nonsolicitation provisions of Section 10, this
Section 9 shall not be deemed to prohibit Executive from
utilizing or disclosing information with respect to customers of
Johnson Financial Group, Inc. or KRJ & Associates existing on
the date of this Agreement.

          10.  Nonsolicitation of Customers and Employees.
Executive hereby agrees that he shall not during any period that
he is subject to the provisions of Section 8, directly or
indirectly, (i) solicit any customer of Bancorp, FLIG or FLWM or
any affiliate of Bancorp for any banking, securities brokerage,
investment, advising, insurance or other services then being
offered by any of such entities or (ii) solicit or hire any
persons who were at any time employees of the Bancorp, FLIG or
FLWM or any other affiliate of Bancorp except for former
employees of JFG.  Executive also agrees that he shall not at
any time encourage or induce any of such customers or employees,
except for former employees of JFG, of Bancorp, FLIG or FLWM or
any affiliate of Bancorp to terminate their relationship with
any of such entities.

          11.  Notices.  Except as otherwise provided in this
Agreement, any notice required or permitted to be given under
this Agreement shall be deemed properly given if in writing and
if mailed by registered or certified mail, postage prepaid with
return receipt requested, to Executive's residence, in the case
of notices to Executive, and to the principal executive offices
of Bancorp, FLIG and FLWM, in the case of notices to Bancorp,
FLIG or FLWM.

          12.  Waiver. No provision of this Agreement may be
modified, waived, or discharged unless such waiver,
modification, or discharge is agreed to in writing and signed by
Executive and an executive officer specifically designated by
the Boards of Directors of Bancorp, FLIG and FLWM.  No waiver by
any party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

          13.  Assignment. This Agreement shall not be
assignable by any party, except by Bancorp, FLIG or FLWM to any
successor in interest to their respective businesses.

          14.  Entire Agreement.  This Agreement contains the
entire agreement of the parties relating to the subject matter
of this Agreement.

          15.  Successors; Binding Agreement.

               (a)  Bancorp, FLIG and FLWM will require any
successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the
businesses and/or assets of Bancorp, FLIG and FLWM to expressly
assume and agree to perform this Agreement in the same manner
and to the same extent that Bancorp, FLIG and FLWM would be
required to perform it if no such succession had taken place.
Failure by Bancorp, FLIG and FLWM to obtain such assumption and
agreement prior to the effectiveness of any such succession
shall constitute a breach of this Agreement.  As used in this
Agreement, "Bancorp," "FLIG" and "FLWM" shall mean Bancorp, FLIG
and FLWM as defined previously and any successor to their
respective businesses and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law or
otherwise.

               (b)  This Agreement shall inure to the benefit of
and be enforceable by Executive's personal or legal
representatives, executors, administrators, heirs, distributees,
devisees, and legatees.  If Executive should die after a Notice
of Termination is delivered by Executive, or following
termination of Executive's employment without Cause, and any
amounts would be payable to Executive under this Agreement if
Executive had continued to live, all such amounts shall be paid
in accordance with the terms of this Agreement to Executive's
devisee, legatee, or other designee, or, if there is no such
designee, to Executive's estate.

          16.  Arbitration.  Bancorp, FLIG, FLWM and Executive
recognize that, in the event a dispute should arise between them
concerning the interpretation or implementation of this
Agreement, lengthy and expensive litigation will not afford a
practical resolution of the issues within a reasonable period of
time.  Consequently, each party agrees that all disputes,
disagreements and questions of interpretation concerning this
Agreement are to be submitted for resolution, in Reading,
Pennsylvania, to the American Arbitration Association (the
"Association") in accordance with the Association's National
Rules for the Resolution of Employment Disputes or other
applicable rules then in effect ("Rules").  Bancorp, FLIG and
FLWM or Executive may initiate an arbitration proceeding at any
time by giving notice to the other in accordance with the Rules.
Bancorp, FLIG, FLWM and Executive may, as a matter of right,
mutually agree on the appointment of a particular arbitrator
from the Association's pool.  The arbitrator shall not be bound
by the rules of evidence and procedure of the courts of the
Commonwealth of Pennsylvania but shall be bound by the
substantive law applicable to this Agreement.  The decision of
the arbitrator, absent fraud, duress, incompetence or gross and
obvious error of fact, shall be final and binding upon the
parties and shall be enforceable in courts of proper
jurisdiction.  Following written notice of a request for
arbitration, Bancorp, FLIG, FLWM and Executive shall be entitled
to an injunction restraining all further proceedings in any
pending or subsequently filed litigation concerning this
Agreement, except as otherwise provided herein.

          17.  Validity.  The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.

          18.  Applicable Law.  This Agreement shall be governed
by and construed in accordance with the domestic, internal laws
of the Commonwealth of Pennsylvania, without regard to its
conflicts of laws principles.

          19.  Headings.  The section headings of this Agreement
are for convenience only and shall not control or affect the
meaning or construction or limit the scope or intent of any of
the provisions of this Agreement.

          IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.

                             FIRST LEESPORT BANCORP, INC.

                             By /s/Raymond H. Melcher, Jr.(SEAL)
                                    Raymond H. Melcher, Jr.

                             Attest: /s/Jenette L. Eck
                                    Jenette L. Eck

                                         ("Bancorp")


                             FIRST LEESPORT WEALTH MANAGEMENT,
                             INC.

                             By /s/Raymond H. Melcher, Jr.(SEAL)
                                    Raymond H. Melcher, Jr.

                             Attest: /s/Jenette L. Eck
                                    Jenette L. Eck

                                           ("FLWM")


                             FIRST LEESPORT INVESTMENT GROUP,
                             INC.

                             By /s/Raymond H. Melcher, Jr.(SEAL)
                                    Raymond H. Melcher, Jr.

                             Attest: /s/Jenette L. Eck
                                    Jenette L. Eck

                                           ("FLIG")

Witness:

/s/Gregory C. Hartman(SEAL)  /s/Keith W. Johnson    (SEAL)
Gregory C. Hartman           Keith W. Johnson

                                        ("Executive")





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