EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 16th day of April 2004, by and among LEESPORT FINANCIAL CORP., a Pennsylvania business corporation having a place of business at 1240 Broadcasting Road, Wyomissing, Pennsylvania 19610 ("Leesport"), LEESPORT BANK, a Pennsylvania banking institution having a place of business at 1240 Broadcasting Road, Wyomissing, Pennsylvania 19610 ("Leesport Bank"), and VITO A. DELISI, an adult individual ("Employee").

Background

        1.     Employee is serving as President and Chief Executive Officer of The Madison Bank ("Madison Bank"), a Pennsylvania banking institution and a wholly owned subsidiary of Madison Bancshares Group, Ltd. ("Madison"), pursuant to an employment agreement, dated January 1, 2004 (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 Leesport Bank, with Leesport 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 Employee desire that Employee continue his employment with Leesport Bank after the Merger as President of the Madison Bank Division of Leesport Bank. In connection therewith, Leesport and Employee have agreed that (i) Employee shall receive the payment provided in Section 20 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, (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 and (iii) Employee shall continue his employment with Leesport Bank on and after the Effective Date on the terms and conditions set forth herein.

        4.     Employee agrees to accept employment with Leesport Bank on the terms and conditions set forth herein.

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

        1.    Incorporation of Background.    The Background provisions set forth above are hereby incorporated by reference into this Agreement and made a part hereof as if set forth in their entirety in this Section 1.

        2.    Employment.    Leesport Bank hereby employs Employee, and Employee hereby accepts employment with Leesport Bank, as of the Effective Time of the Merger on the terms and conditions set forth in this Agreement.

        3.    Duties of Employee.    Employee shall perform such duties as an officer of Leesport Bank as may be assigned to Employee from time to time by the Board of Directors or the Chief Executive Officer of Leesport Bank, commensurate with his position as head of a major division of Leesport Bank. Employee shall be employed as an Executive Vice President of Leesport Bank and President of the Madison Bank Division of Leesport Bank to be established in accordance with the provisions of the Merger Agreement, and shall hold such other titles as may be given to him from time to time by the Board of Directors of Leesport Bank. Employee shall report directly to the Chief Executive Officer of Leesport Bank. Employee shall devote his full business time, attention and energies to the business of

1

Leesport Bank during the Employment Period (as defined in Section 4 hereof); provided, however, that this Section 3 shall not be construed as preventing Employee from engaging in any of the following activities provided that they do not unreasonably interfere with the performance of Employee's duties under this Agreement: (a) investing Employee's personal assets; (b) performing volunteer work for civic and charitable institutions; (c) serving on the boards of directors of non-profit organizations or, with the prior consent of the Chief Executive Officer of Leesport Bank, serving on the boards of directors of for-profit organizations that do not compete with Leesport, Leesport Bank or any of their affiliates; or (d) being involved in any other activity with the prior approval of the Chief Executive Officer of Leesport Bank, which approval shall not be unreasonably withheld.

        4.    Term of Agreement.    

        (a)   This Agreement shall be for a period (the "Employment Period") commencing on the Effective Date and ending on December 31, 2007; provided, however, that the Employment Period shall be automatically extended on January 1, 2008 and on the same date of each subsequent year thereafter (the "Annual Renewal Date") for a period ending one (1) year from each Annual Renewal Date unless Leesport Bank or Employee provides written notice of nonrenewal to the other party at least sixty (60) days prior to an Annual Renewal Date, in which event this Agreement shall terminate at the end of the then existing Employment Period. The term Employment Period shall include any renewals or extensions of the Employment Period.

        (b)   Notwithstanding the provisions of Section 4(a) hereof, this Agreement shall terminate automatically for Cause (as hereinafter defined) upon written notice from the Chief Executive Officer of Leesport Bank to Employee. As used in this Agreement, "Cause" shall mean any of the following:


 

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