THIS AGREEMENT ("Agreement") made as of the 16th day of April 2004, by and among Leesport Financial Corp., a Pennsylvania business corporation ("Leesport"), Leesport Bank, a Pennsylvania banking institution (the "Bank"), and Thomas J. Coletti, an adult individual (the "Employee").

Background:

        1.     The Employee is serving as Executive Vice President of The Madison Bank ("Madison Bank"), Pennsylvania banking institution and a wholly owned subsidiary of Madison Bancshares Group, Ltd. ("Madison"), pursuant to an employment agreement, dated January 1, 2003 (the "Madison Employment Agreement").

        2.     Madison has entered into an agreement and plan of merger (the "Merger Agreement") with Leesport, dated the date hereof (the "Merger Agreement"), providing, among other things, for the merger of Madison with and into Leesport, with Leesport as the surviving entity, and the subsequent merger of Madison Bank with and into the Bank, with the Bank as the surviving entity. Defined terms used herein but otherwise not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

        3.     Leesport and the Employee desire that the Employee continue his employment with Leesport Bank after the Merger. In connection therewith, Leesport and Employee have agreed that, on the Effective Date, (i) Employee shall receive the consideration provided in Section 18 of this Agreement in complete satisfaction of any amounts due and owing to Employee under the Madison Employment Agreement as a result of the Merger or otherwise and (ii) the Madison Employment Agreement shall be terminated on the Effective Date without further obligations thereunder by any of the parties to the Madison Employment Agreement.

        4.     Leesport and Leesport Bank desire to induce Employee to remain in the employ of Leesport, Leesport Bank or one of their respective affiliates (the "Employer") after the Merger on an impartial and objective basis in the event of a Change in Control (as defined in Section 2(c)) involving Leesport.

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

        1.    Term of Agreement and Related Matters.    

        (a)    In General.    Except as otherwise provided herein, the term of this Agreement will be for a period commencing on the Effective Date of the Merger and ending on December 31, 2006; provided, however, that this Agreement will automatically be renewed on January 1, 2007 and on January 1 of each subsequent year (each an "Annual Renewal Date") for a period of one (1) additional year from the applicable Annual Renewal Date unless either the Employee or the Employer gives written notice of nonrenewal of this Agreement to the other at least ninety (90) days prior to an Annual Renewal Date (in which case this Agreement will expire on the Annual Renewal Date immediately following such notice).

        (b)    Termination for Cause.    Notwithstanding the provisions of Section 1(a), this Agreement will terminate automatically upon Termination for Cause of the Employee's employment by the Employer. As used in this Agreement only, the term "Termination for Cause" means:

        (i)    prior to the public announcement of a transaction involving an actual or potential Change in Control, termination for any reason; and

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        (ii)   concurrent with or following the public announcement of a transaction involving an actual or potential Change in Control, termination following: (A) except if attributable to physical or mental illness or injury, the willful failure of the Employee to materially perform the Employee's duties, but only after written demand specifically identifying the basis for the Employee's alleged non-performance, the opportunity to cure and the Employee's continued failure to perform thereafter, and, if the termination is before the actual occurrence of a Change in Control, only after a vote of at least two-thirds of Leesport's directors then in office; (B) a willful material violation by the Employee of any applicable code of conduct or similar policy applicable to Employees of the Employer; (C) the conviction of the Employee of, or plea of nolo contendere to, a felony or a crime of moral turpitude; or (D) the removal or prohibition of the Employee 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 any other provision of applicable law.

        If, following a public announcement involving an actual or potential Change in Control, a proposed transaction is terminated without completion, this Agreement shall thereafter be construed as though no such announcement had ever been made; provided, however, that the rights associated with any termination of employment during the interim period shall be determined by reference to subsection (ii) above.

        Notwithstanding the preceding provisions of this subsection, prior to the public announcement of a transaction involving an actual or potential Change in Control, a transfer of the Employee to a new Employer which is Leesport, the Bank or an affiliate of either shall not be deemed a Termination for Cause and this Agreement shall continue in force.

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

        (c)    Voluntary Termination, Retirement, or Death.    Notwithstanding the provisions of Section 1(a), this Agreement will terminate automatically upon the voluntary termination of the Employee's employment (other than in accordance with Section 2), the Employee's retirement on or after age sixty-five (65) or the Employee's death. In any such event, the Employee's rights under this Agreement shall cease as of the effective date of such termination; provided, however, that if the Employee dies after a Notice of Termination (as defined in Section 2(b)) is delivered by the Employee in accordance with such section, the payments described in Section 3 will nonetheless be made to the person or persons determined pursuant to Section 9(b).

        (d)    Disability.    Notwithstanding the provisions of Section 1(a), this Agreement will terminate automatically upon the termination of the Employee's employment by reason of the Employee's Disability. In such event, the Employee's rights under this Agreement will cease as of the effective date of such termination; provided, however, that if the Employee becomes disabled after a Notice of Termination is delivered by the Employee in accordance with Section 2(b), the Employee will nonetheless be entitled to receive the payments described in Section 3. As used in this Agreement, the term "Disability" means incapacitation, by accident, sickness or otherwise, such that the Employee is rendered unable to perform the essential duties required of the Employee by the Employee's then position with the Employer, notwithstanding reasonable accommodation, for a period of six (6) consecutive months.

        2.    Termination Following a Change in Control.    

        (a)    Events Giving Right To Terminate For Good Reason.    If a public announcement of a transaction involving an actual or potential Change in Control occurs and, concurrently therewith or during a period of eighteen (18) months thereafter, an event constituting Good Reason also occurs with respect to the Employee, the Employee may terminate the Employee's employment in


 

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