Exhibit 10.10

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

            THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, made as of the ___ day
of January 2002, among FIRST LEESPORT BANCORP, INC. ("Bancorp"), a Pennsylvania
business corporation having a place of business at 1240 Broadcasting Road,
Wyomissing, Pennsylvania, FIRST LEESPORT INVESTMENT GROUP, INC. ("FLIG"), a
Pennsylvania corporation having a place of business at 1240 Broadcasting Road,
Wyomissing, Pennsylvania, FIRST LEESPORT WEALTH MANAGEMENT, INC. ("FLWM"), a
Pennsylvania corporation having a place of business at 1240 Broadcasting Road,
Wyomissing, Pennsylvania, and KEITH W. JOHNSON ("Executive"), an adult
individual.

                                   BACKGROUND:

            1. Bancorp, FLIG, FLWM, and Executive are presently parties to an
employment agreement, dated October 1, 1999 (the "Employment Agreement"), a copy
of which is attached as Exhibit "A."

            2. For ease of administration, Bancorp desires to amend certain of
its outstanding employment agreements with executive officers, including the
Employment Agreement, to provide for a uniform termination date of December 31
by extending the existing termination date under the Employment Agreement.

            3. Executive has agreed to amend the Employment Agreement to provide
for a termination date of December 31 by extending the existing term of the
Employment Agreement.

                                   AGREEMENT:

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

            1. Amendment of Term of Agreement. Section 3(a) of the Employment
Agreement is hereby amended and restated in its entirety to read as follows:

            "(a) This Agreement shall be for a period (the "Employment Period")
            commencing on the date of the Employment Agreement and ending on
            December 31, 2004; provided, however, that the Employment Period
            shall be automatically extended on January 1, 2003 and on January 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."

            4. Ratification of Agreement. Except as otherwise provided in this
First Amendment to Employment Agreement, all terms and conditions of the
Employment Agreement


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<PAGE>

remain in full force and effect, and nothing contained in this First Amendment
to Employment Agreement shall be deemed to alter or amend any provision of the
Employment Agreement except as specifically provided herein. References in the
Employment Agreement to the "Agreement" shall be deemed to be references to the
Agreement as amended hereby.

            5. Waiver. No provision of this First Amendment to Employment
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 First Amendment to Employment 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.

            6. Assignment. This First Amendment to Employment Agreement shall
not be assignable by any party, except by Bancorp, FLIG or FLWM to an affiliate
of Bancorp or to any successor in interest to their respective businesses.

            7. Entire Agreement. This First Amendment to Employment Agreement
contains the entire agreement of the parties relating to the subject matter
hereof.

            8. Successors; Binding Agreement.

                  (a) This First Amendment to Employment Agreement shall inure
to the benefit of and be binding on Bancorp, FLIG and FLWM and any of their
successors or permitted assigns.

                  (b) This First Amendment to Employment Agreement shall inure
to the benefit of and be enforceable by Executive's personal or legal
representatives, executors, administrators, heirs, distributees, devisees, and
legatees.

                        [THIS SPACE INTENTIONALLY BLANK]


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<PAGE>

            9. 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.

            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.
                                      ------------------------------------------

                                                 ("Bancorp")


                                   FIRST LEESPORT WEALTH MANAGEMENT, INC.

                                   By    /s/ Raymond H. Melcher, Jr.
                                       -----------------------------------------

                                                 ("FLWM")


                                   FIRST LEESPORT INVESTMENT GROUP, INC.

                                   By     /s/ Raymond H. Melcher, Jr.
                                        ----------------------------------------

                                                 ("FLIG")


                                     /s/ Keith W. Johnson
                                   ---------------------------------------------
                                                 Keith W. Johnson
                                                 ("Executive")


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<PAGE>

                                    EXHIBIT A

                              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


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<PAGE>

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.


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<PAGE>

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.

                  (e) 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.

                  (b) 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.

                  (c) 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


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<PAGE>

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;

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<PAGE>

                        (iii) 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;

                        (iv) 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;

                        (v) 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


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<PAGE>

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:


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<PAGE>

                        (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


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<PAGE>

                        (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.


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<PAGE>

            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.


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<PAGE>

            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)
                                      ------------------------------------

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

                                                 ("Bancorp")


                                   FIRST LEESPORT WEALTH MANAGEMENT, INC.

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

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

                                                 ("FLWM")


                                   FIRST LEESPORT INVESTMENT GROUP, INC.

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

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

                                                 ("FLIG")


                                   /s/ Keith W. Johnson                   (SEAL)
                                   ---------------------------------------
                                          Keith W. Johnson

                                                 ("Executive")


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