LEESPORT FINANCIAL CORP
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>4
<FILENAME>ex10-9.txt
<TEXT>
                                                                    Exhibit 10.9

                     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, ESSICK & BARR, INC. ("E&B"), a
Pennsylvania corporation having a place of business at 108 South Fifth Street,
Reading, Pennsylvania, and CHARLES J. HOPKINS ("Executive"), an adult
individual.

                                   BACKGROUND:

            1. Bancorp, E&B, and Executive are presently parties to an
employment agreement, dated September 17, 1998 (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 Effective Date set forth in Section 2.02 of the
            Merger Agreement and ending on December 31, 2006; 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 five (5) 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."


                                       1
<PAGE>

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

            3. 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 and E&B. 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.

            4. Assignment. This First Amendment to Employment Agreement shall
not be assignable by any party, except by Bancorp and E&B to an affiliate of
Bancorp or to any successor in interest to their respective businesses.

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

            6. Successors; Binding Agreement.

                  (a) This First Amendment to Employment Agreement shall inure
to the benefit of and be binding on Bancorp and E&B 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]


                                       2
<PAGE>

            7. 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.
                                     -------------------------------------------

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

                                                 ("Bancorp")


                                   ESSICK & BARR, INC.

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

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

                                                 ("E&B")


                                    /s/  Charles J. Hopkins
                                   ---------------------------------------------
                                                 Charles J. Hopkins
                                                 ("Executive")


                                       3
<PAGE>

                                    EXHIBIT A

                              EMPLOYMENT AGREEMENT

            THIS AGREEMENT is made as of the 17th day of September, 1998, among
FIRST LEESPORT BANCORP, INC. ("Bancorp"), a Pennsylvania business corporation
having a place of business at 133 North Centre Avenue, Leesport, Pennsylvania,
ESSICK & BARR, INC. ("E&B"), a Pennsylvania corporation having a place of
business at 108 South Fifth Street, Reading, Pennsylvania 19612 and CHARLES J.
HOPKINS ("Executive"), an individual residing at 80 Cheltenham Drive,
Wyomissing, Pennsylvania 19610.

                                   WITNESSETH:

            WHEREAS, Bancorp and E&B have entered into an Agreement and Plan of
Reorganization dated September 17, 1998 (the "Merger Agreement");

            WHEREAS, The First National Bank of Leesport ("Bank") is a wholly
owned banking subsidiary of Bancorp;

            WHEREAS, pursuant to the Merger Agreement, E&B will be a wholly
owned subsidiary of Bancorp on the Effective Date as set forth in Section 2.02
of the Agreement;

            WHEREAS, E&B desires to employ Executive to serve in the capacity of
President and Chief Executive Officer of E&B on the terms and conditions set
forth herein;

            WHEREAS, Executive desires to accept employment with E&B on the
terms and conditions set forth herein.

                                   AGREEMENT:

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

            1. Employment. E&B hereby employs Executive and Executive hereby
accepts employment with E&B, on the terms and conditions set forth in this
Agreement. It is expressly agreed that this Agreement will become null and void,
and the parties shall have no obligation or responsibility to each other, if the
Merger Agreement does not become effective.

            2. Duties of Employee. Executive shall perform and discharge well
and faithfully such duties as an executive officer of E&B as may be assigned to
Executive from time to time by the Board of Directors of E&B. Executive shall be
employed as President and Chief Executive Officer of E&B, and shall hold such
other titles as may be given to him from time to time by the Board of Directors
of E&B. Executive shall devote his full time, attention and energies to the
business of E&B 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 or E&B or (b) being involved
in any other activity with the prior approval of the Board of Directors of E&B.


                                       4
<PAGE>

            3. Term of Agreement.

                  (a)   This Agreement shall be for a five (5) year period (the
                        "Employment Period") beginning on the Effective Date as
                        set forth in Section 2.02 of the Merger Agreement and
                        ending five (5) years later. The Employment Period shall
                        be automatically extended on the first anniversary date
                        of the Effective Date as set forth in the Merger
                        Agreement and on the same date of each subsequent year
                        (the "Annual Renewal Date") for a period ending five (5)
                        years from each Annual Renewal Date unless either party
                        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 herein) upon written notice from
                        the Board of Directors of E&B 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 thirty (30) days;

                        (ii)  Executive's failure to follow the good faith
                              lawful instructions of the Board of Directors of
                              E&B with respect to its operations following
                              written notice of such instructions; or

                        (iii) Executive's failure to perform Executive's duties
                              to E&B (other than a failure resulting from
                              Executive's incapacity because of physical or
                              mental illness, as provided in subsection (d) of
                              this Section 3), after notice from E&B or Bancorp
                              and a failure to cure such violation within ten
                              (10) days of said notice, unless it is apparent
                              under the circumstances that Executive is unable
                              to cure such violation, which failure results in
                              injury to Bancorp, Bank or E&B, monetarily or
                              otherwise.

                        (iv)  Executive's intentional violation of the
                              provisions of this Agreement; or

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

                        (vi)  conduct on the part of the Executive which brings
                              public discredit to the Bancorp, Bank or E&B;

                        (vii) Executive's breach of fiduciary duty involving
                              personal profit; or

                       (viii) Executive's loss or non-renewal of insurance
                              license.


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<PAGE>

                        (ix)  Executive's removal or prohibition from being an
                              institutional-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
                              Commission 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, 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 13(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 the entire period of
                        six (6) consecutive months.

                  (e)   Executive agrees that in the event his employment under
                        this Agreement is terminated, Executive shall resign as
                        a director of E&B and Bancorp, or any affiliate or
                        subsidiary 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, E&B shall pay Executive an Annual Base Salary
                        in the aggregate during the Employment Period at the
                        rate of Two Hundred Thirty Thousand ($230,000) Dollars
                        per year, payable at the same times as salaries are
                        payable to other executive employees of E&B. E&B may,
                        from time to time, increase Executive's Annual Base
                        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


                                       6
<PAGE>

                        established for such increases by the Board of Directors
                        of E&B or any committee of such Board in the resolutions
                        authorizing such increases.

                  (b)   Commission. Executive shall receive scheduled commission
                        payments based on the formula as set forth in Exhibit A
                        hereto. It is strictly understood and agreed that any
                        commissions earned by Executive shall not be offset by
                        any salary payments received under subsection (a) of
                        this Section 4. In the event of termination of Executive
                        for any reason whatsoever, any commissions earned up to
                        the date of termination will be paid to Executive on the
                        same commission schedule. Notwithstanding the foregoing,
                        if it is determined by Bancorp or E&B, in their sole
                        discretion, that there are misrepresentations or other
                        material defects in an insurance transaction by
                        Executive which would disqualify the insurance
                        transaction, the Executive shall forfeit any and all
                        commissions earned on such insurance transaction.

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

                  (d)   Vacations. During the term of this Agreement, Executive
                        shall be entitled to paid annual vacation in accordance
                        with the policies established for senior executives at
                        Bancorp. However, Executive shall not be entitled to
                        receive any additional compensation from E&B 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 Board of
                        Directors of E&B.

                  (e)   Automobile. During the term of this Agreement, E&B shall
                        provide Executive with exclusive use of an automobile
                        mutually agreed upon by Bank and E&B. E&B 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.
                        E&B shall provide Executive 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.

                  (f)   Employee Benefit Plans. During the term of this
                        Agreement, Executive shall be entitled to participate in
                        and receive the benefits of any Employee Benefit Plan
                        currently in effect at E&B, until such time that the
                        Board of Directors of E&B authorize a change in such
                        benefits. 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.


                                       7
<PAGE>

                  (g)   1999 Stock Options. Bancorp agrees to prepare and submit
                        to its shareholders, in connection with its 1999 Annual
                        Meeting of Shareholders, a stock option plan providing
                        for the grant of stock options to key employees of Bank
                        and E&B. Executive shall be granted stock options to
                        purchase such number of whole shares of the Common Stock
                        of Bancorp equal to the quotient of (x) $700,000 divided
                        by (y) the Closing Market Price of the Common Stock of
                        Bancorp as defined in Section 2.01(d) of the Merger
                        Agreement, effective upon the date of shareholder
                        approval of such plan, at an exercise price equal to the
                        fair market value of such shares on the date of grant.
                        Such options shall be subject to a five (5) year vesting
                        provision, with 1/5 of the total number of options
                        vesting on the first annual anniversary of your
                        employment with Bank and E&B and an additional 1/5 of
                        the total number of options vesting on each subsequent
                        annual anniversary date thereafter. Such options will
                        provide for a term of ten years. Notwithstanding the
                        foregoing, in the event of a Change in Control as
                        defined in Section 5(b) of this Agreement, the stock
                        options will automatically become fully vested.

            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)  any reduction in Executive's title,
                              responsibilities, including reporting
                              responsibilities, or authority, including such
                              title, responsibilities or authority as such
                              title, responsibilities or authority may be
                              increased from time to time during the term of
                              this Agreement;

                        (iii) the assignment to Executive of duties inconsistent
                              with Executive's office 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 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;

                        (v)   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;

                        (vi)  any failure to continue Executive's participation
                              in any of E&B's commission compensation or bonus
                              plans in which Executive


                                       8
<PAGE>

                              participated at the time of the Change in Control
                              or any change or amendment to any provisions of
                              any of such plans which would materially decrease
                              the potential benefits to Executive under any of
                              such plans;

                        (vii) any failure to provide Executive with benefits at
                              least as favorable as those enjoyed by Executive
                              under any of E&B'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;

                       (viii) any requirement that Executive travel in
                              performance of his duties on behalf of E&B 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; or

                        (ix)  any sustained pattern of interruption or
                              disruption of Executive for matters substantially
                              unrelated to Executive's discharge of Executive's
                              duties on behalf of E&B.

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 E&B (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 Bank and E&B 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, (B) a sale, exchange, transfer or other
                              disposition of substantially all of the assets of
                              Bancorp, 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; or

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


                                       9
<PAGE>

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

                  (a)   In the event that Executive delivers a Notice of
                        Termination (as defined in Section 5(a) of this
                        Agreement) to Bancorp and E&B, Executive shall be
                        absolutely entitled to receive the compensation and
                        benefits set forth below:

                        (i)   If, at the time of termination of Executive's
                              employment, a "Tax Change" (as defined in Section
                              6(a)(iii) of this Agreement) has also occurred,
                              E&B shall make, in the aggregate, a lump sum cash
                              payment to Executive 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 the Executive's Annual Base Salary, as
                              defined in subsection (a) of Section 4, in effect
                              on the date of termination of employment.

                        (ii)  If, at the time of termination of Executive's
                              employment, a "Tax Change" has not occurred, E&B
                              shall make a lump sum cash payment to Executive 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 the Executive's
                              Annual Base Salary, as defined in subsection (a)
                              of Section 4, in effect on the date of termination
                              of employment.

                        (iii) For purposes of this Agreement, "Tax Change" means
                              a change (A) in the ownership or effective control
                              of Bancorp or (B) in the ownership of a
                              substantial portion of the assets of Bancorp,
                              determined pursuant to regulations promulgated
                              under Section 280G of the Code. Such term also
                              means any similar change with respect to Bank or
                              E&B or an affiliate, to the extent provided in
                              such regulations.

                        (iv)  To the extent benefits become payable under
                              Section 6(a)(i) or Section 6(a)(ii) by reason of
                              Executive's termination of employment on or after
                              his attainment of age 621/2, the following amount,
                              if less than the amount calculated under the
                              relevant section, shall be paid within thirty (30)
                              days of such termination in lieu of the amount
                              otherwise payable.

                        (v)   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 E&B shall
                              not be obligated to make such payment found to be
                              violated.


                                       10
<PAGE>

                                                       Percentage of Annual Base
If Termination Occurs                                       Salary Payable
---------------------                                  -------------------------

On or after 62 1/2 but before age 63                              200%

On or after 63 but before age 63 1/2                              200%

On or after age 63 1/2 but before age 64                          150%

On or after 64 but before age 64 1/2                              100%

On or after age 64 1/2 but before age 65                          50%

On or after age 65                                                 0%

For purposes of this paragraph, the term "Annual Base Salary" shall mean the
Executive's annual salary, as defined in subsection (a) of Section 4, in effect
on the date of termination of employment.

                  (b)   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 not be
                        reduced by any compensation earned by Executive as the
                        result of employment by another employer or by reason of
                        Executive's receipt of or right to receive any
                        retirement or other benefits after the date of
                        termination of employment or otherwise.

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

                  (a)   In the event that Executive's employment is
                        involuntarily terminated by E&B without Cause and no
                        Change in Control shall have occurred at the date of
                        such termination, E&B shall pay (or cause to be paid),
                        in the aggregate, to Executive in cash, in an amount
                        equal to the Executive's Annual Base Salary in effect on
                        the date of termination for the remainder of the then
                        existing Employment Term, paid at the same intervals as
                        the salary is payable under Subsection (a) of Section 4.
                        Notwithstanding the preceding sentence, in the event
                        that the payment 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 E&B's independent auditors, Executive shall remit to
                        E&B 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


                                       11
<PAGE>

                        otherwise. The amount of payment or the benefit provided
                        for in this Section 7 shall not be reduced by any
                        compensation earned by Executive as the result of
                        employment by another employer or by reason of
                        Executive's receipt of or right to receive any
                        retirement or other benefits after the date of
                        termination of employment or otherwise.

                  (c)   To the extent benefits become payable under this Section
                        7 by reason of termination of Executive's employment on
                        or after his attainment of age 621/2 , the amounts set
                        forth in Section 6(a)(iv), if less than the amounts
                        payable under this Section 7, shall be paid within
                        thirty (30) days of such termination in lieu of the
                        amount otherwise payable under this Section 7.

                  (d)   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 E&B 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, Bank and
                        E&B 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) or financial services industry, or (2)
                              the insurance agency or brokerage industry, or (3)
                              any other activity in which Bancorp, Bank or E&B
                              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, Bank
                              or E&B or any of its 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) or financial services industry, or (2)
                              the insurance agency or brokerage industry, or (3)
                              any other activity in which Bank or E&B or any of
                              their subsidiaries are engaged during the
                              Employment Period, in the Non-Competition Area; or


                                       12
<PAGE>

                        (iii) solicit current and former customers of Bancorp,
                              Bank or E&B in the Non-Competition Area.

                  (b)   It is expressly understood and agreed that, although
                        Executive and Bancorp, Bank and E&B consider the
                        restrictions contained in Section 8(a) hereof reasonable
                        for the purpose of preserving for Bancorp, Bank and E&B
                        and their 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's employment terminates in accordance
                              with the provisions of Section 3 (other than
                              Section 3(b) relating to termination for Cause),
                              the same date as the ending date of the then
                              existing Employment Period;

                        (ii)  if Executive's employment terminates in accordance
                              with the provisions of Section 3(b) of this
                              Agreement (relating to termination for Cause), the
                              second anniversary date of the effective date of
                              termination of employment; or

                        (iii) if the Executive voluntarily terminates his
                              employment in accordance with the provisions of
                              Section 5 hereof, the second anniversary date of
                              the effective date of termination of employment.

                        (iv)  If the Executive's employment is involuntarily
                              terminated in accordance with the provisions of
                              Section 7, the same date as the ending date of the
                              then existing Employment Period.

            9. Unauthorized Disclosure. During the term of his employment
hereunder, or at any later time, the Executive shall not, without the written
consent of the Board of Directors of the Bancorp, Bank and E&B or a person
authorized thereby, knowingly disclose to any person, other than an employee of
the Bancorp and E&B or a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by the Executive of his duties as
an executive of E&B, any material confidential information obtained by him while
in the employ of E&B with respect to any of Bancorp's, Bank's and E&B's
services, products, improvements, formulas, designs or styles, processes,
customers, methods of business or any business practices the disclosure of which
could be or will be damaging to Bancorp, Bank or E&B; provided, however, that
confidential information shall not include any information known generally to
the


                                       13
<PAGE>

public (other than as a result of unauthorized disclosure by the Executive or
any person with the assistance, consent or direction of the Executive) or any
information of a type not otherwise considered confidential by persons engaged
in the same business of a business similar to that conducted by Bancorp, Bank or
E&B or any information that must be disclosed as required by law.

            10. 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
and E&B, in the case of notices to Bancorp and E&B.

            11. 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 Board of Directors of E&B. No waiver by either 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 similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.

            12. Assignment. This Agreement shall not be assignable by any party,
except by Bancorp, Bank and E&B to any successor in interest to their respective
businesses.

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

            14. Successors, Binding Agreement.

                  (a)   Bancorp, Bank and E&B 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, Bank and E&B
                        to expressly assume and agree to perform this Agreement
                        in the same manner and to the same extent that Bancorp,
                        Bank and E&B would be required to perform it if no such
                        succession had taken place. Failure by Bancorp and E&B
                        to obtain such assumption and agreement prior to the
                        effectiveness of any such succession shall constitute a
                        breach of this Agreement and the provisions of Section 3
                        of this Agreement shall apply. As used in this
                        Agreement, "Bancorp", "Bank" and "E&B" shall mean
                        Bancorp, Bank and E&B 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 Cause, and
                        any amounts would be payable to Executive under this
                        Agreement


                                       14
<PAGE>

                        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.

            15. Damages for Breach of Contract. In the event of a breach of this
Agreement by either the Bancorp, E&B or Executive resulting in damages to
another party to this Agreement, that party may recover from the party breaching
the Agreement only those damages as set forth herein. In the event any dispute
arises regarding this Agreement, each party shall bear its own attorney's fees
and costs.

            16. 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.

            17. 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.

            18. 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.

ATTEST:                                FIRST LEESPORT BANCORP, INC.

  /s/  Jenette L. Eck                  By  /s/ Raymond H. Melcher, Jr.
-----------------------------------      ---------------------------------------

                                                     "Bancorp"


                                       ESSICK & BARR, INC.

  /s/ Michael D. Hughes                By  /s/  Charles J. Hopkins
-----------------------------------      ---------------------------------------

                                                     "E&B"


                                         /s/  Charles J. Hopkins
                                       -----------------------------------------
                                       Charles J. Hopkins

                                                     "Executive"


                                       15

</TEXT>
</DOCUMENT>
