CHANGE IN CONTROL AGREEMENT

        THIS AGREEMENT ("Agreement") made as of the 11th day of February, 2004, by and among Leesport Financial Corp., a Pennsylvania business corporation ("Leesport"), Leesport Bank, a Pennsylvania banking institution (the "Bank"), and Edward C. Barrett, an adult individual (the "Employee").

W I T N E S S E T H:

        WHEREAS, the Employee will initially be serving as Executive Vice President and Chief Administrative Officer of both Leesport and the Bank; and

        WHEREAS, Leesport and the Bank consider the continued services of the Employee to be in the best interest of Leesport, the Bank, their affiliated companies and the shareholders of Leesport; and

        WHEREAS, Leesport and the Bank desire to induce the Employee to remain in the employ of his then employer (whether it be Leesport or any company affiliated with Leesport (the "Employer")) on an impartial and objective basis in the event of a proposed transaction pursuant to which a Change in Control (as defined in Section 2(c)) will occur, if completed.

        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 date of this Agreement 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, 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



(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 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.

1

        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.

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