EXHIBIT 10.3

              (C) 2001 CLARK/BARDES CONSULTING -- BANKING PRACTICE

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR
SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED
AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN
SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE
ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM
REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF
LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN
DOCUMENTING SOLELY YOUR ARRANGEMENT.





                 ADAMS COUNTY NATIONAL BANK OF GETTYSBURG, P.A.
                          SALARY CONTINUATION AGREEMENT

        THIS AGREEMENT is made effective this 5th day of October, 2001, by and
Adams County National Bank of Gettysburg, a national bank located in Gettysburg,
Pennsylvania (the "Company") and Thomas A. Ritter (the "Executive").

                                  INTRODUCTION

        To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.

                                    AGREEMENT

        The Executive and the Company agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

        1. 1 DEFINITIONS. Whenever used in this Agreement, the following words
and phrases shall have the meanings specified:

              1. 1.1       "CHANGE OF CONTROL" shall mean any of the following:

                  (A) any person (as such term is used in Sections 13(d) and
        14(d)(2) of the Securities Exchange Act of 1934, as amended) (the
        "Exchange Act"), other than the Corporation, a subsidiary of the
        Corporation, an employee benefit plan (or related trust) of the
        Corporation or a direct or indirect subsidiary of the Corporation, or
        affiliates of the Corporation (as defined in Rule 12b-2 under the
        Exchange Act), becomes the beneficial owner (as determined pursuant to
        Rule 13d-3 under the Exchange Act),


                                        1

<page>

directly or indirectly, of securities of the Corporation representing more than
50% of the combined voting power of the Corporation's then outstanding
securities; or

             (B) the liquidation or dissolution of the Corporation or the
Company or the occurrence of, or execution of an agreement providing for, a sale
of all or substantially all of the assets of the Corporation or the Company to
an entity which is not a direct or indirect subsidiary of the Corporation; or

             (C) the occurrence of, or execution of an agreement providing for,
a reorganization, merger, consolidation or other similar transaction or
connected series of transactions of the Corporation as a result of which either
(a) the Corporation does not survive or (b) pursuant to which shares of the
Corporation common stock ("Common Stock") would be converted into cash,
securities or other property, unless, in case of either (a) or (b), the holders
of Corporation Common Stock immediately prior to such transaction will,
following the consummation of the transaction, beneficially own, directly or
indirectly, more than 50% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of the
corporation surviving, continuing or resulting from such transaction; or

             (D) the occurrence of, or execution of an agreement providing for,
a reorganization, merger, consolidation, or similar transaction of the
Corporation, or before any connected series of such transactions, if, upon
consummation of such transaction or transactions, the persons who are members of
the Board of Directors of the Corporation immediately before such transaction or
transactions cease or, in the case of the execution of an agreement for such
transaction or transactions, it is contemplated in such agreement that upon
consummation such persons would cease, to constitute a majority of the Board of
Directors of the Corporation or, in a case where the Corporation does not
survive in such transaction, of the corporation surviving, continuing or
resulting from such transaction or transactions; or

             (E) any other event which is at any time designated as a "Change of
Control" for purposes of this Agreement by a resolution adopted by the Board of
Directors of the Corporation with the affirmative vote of a majority of the
non-employee directors in office at the time the resolution is adopted; in the
event any such resolution is adopted, the Change of Control event specified
thereby shall be deemed incorporated herein by reference and thereafter may not
be amended, modified or revoked without the written agreement of Executive; or

             (F) during any period of two consecutive years during the term of
this Agreement, individuals who at the beginning of such period constitute the
Board of Directors of the Bank or Corporation cease for any reason to constitute
at least a majority thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in advance by
directors representing at least two-thirds of the directors then in office who
were directors at the beginning of the period, provided

                                        2

<page>

however this provision shall not apply in the event two-thirds of the Board of
Directors at the beginning of a period no longer are directors due to death,
normal retirement, or other circumstances not related to a Change of Control.

        Notwithstanding anything else to the contrary set forth in this
Agreement, if (i) an agreement is executed by the Corporation or the Company
providing for any of the transactions or events constituting a Change of Control
as defined herein, and the agreement subsequently expires or is terminated
without the transaction or event being consummated, and (ii) Executive's
employment did not terminate during the period after the agreement and prior to
such expiration or termination, for purposes of this Agreement it shall be as
though such agreement was never executed and no Change of Control event shall be
deemed to have occurred as a result of the execution of such agreement.


        1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

        1.1.3 "CORPORATION" means ACNB Corporation.

         1.1.4   "DISABILITY" means, if the Participant is covered by a Company-
sponsored disability policy, total disability is defined in such policy without
regard to any waiting period. If the Participant is not covered by such a
policy, disability means the Participant suffers from a mental or physical
impairment that prevents the Participant from performing the essential functions
of his or her position, with or without a reasonable accommodation. As a
condition to any benefits, the Company may require the Participant to submit to
such physical or mental evaluations and tests as the Insurance Committee
deems appropriate.

        1.1.5 "EARLY TERMINATION" means the Termination of Employment before
Normal Retirement Age for reasons other than death, Disability, Termination for
Cause or following a Change of Control.

        1. 1.6 "EARLY TERMINATION DATE" means the month, day and year in which
Early Termination occurs.

        1. 1.7 "NORMAL RETIREMENT AGE" means the Executive's 65th birthday.

        1. 1.8 "NORMAL RETIREMENT DATE" means the later of the Normal Retirement
Age or Termination of Employment.

        1.1.9 "PLAN YEAR" means each twelve-month period commencing with the
effective date of this Agreement.


                                        3

<page>


              1.1.10   "TERMINATION FOR CAUSE" See Section 5.2.

              1.1.11 "TERMINATION OF EMPLOYMENT" means that the Executive ceases
        to be employed by the Company for any reason whatsoever other than by
        reason of a leave of absence which is approved by the Company. For
        purposes of this Agreement, if there is a dispute over the employment
        status of the Executive or the date of the Executive's Termination of
        Employment, the Company shall have the sole and absolute right to decide
        the dispute.


                                    ARTICLE 2
                                 LIVING BENEFITS

        2.1 NORMAL RETIREMENT BENEFIT. Upon Termination of Employment on or
after the Normal Retirement Age for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1 in lieu of any
other benefit under this Agreement.

              2.1.1 AMOUNT OF BENEFIT. The annual Normal Retirement Benefit
        under this Section 2.1 is $121,000 (One hundred and twenty-one thousand
        dollars). The Company may increase the annual benefit under this Section
        2.1 at the sole and absolute discretion of the Company's Board of
        Directors. Any increase in the annual benefit shall require the
        recalculation of all the amounts on Schedule A attached hereto. The
        annual benefit amounts on Schedule A are calculated by amortizing the
        annual normal retirement benefit using the interest method of
        accounting, a 8.50% discount rate, monthly compounding and monthly
        payments.

              2.1.2 PAYMENT OF BENEFIT. The Company shall pay the annual benefit
        to the Executive in 12 equal monthly installments payable on the first
        day of each month commencing with the month following the Executive's
        Normal Retirement Date and continuing for 179 additional months.

              2.1.3 BENEFIT INCREASES. Commencing on the first anniversary of
        the first benefit payment, and continuing on each subsequent
        anniversary, the Company's Board of Directors, in its sole discretion,
        may increase the benefit.

        2.2 EARLY  TERMINATION  BENEFIT.  Upon Early Termination, the Company
shall pay to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under this Agreement.

              2.2.1 AMOUNT OF BENEFIT. The annual benefit under this Section 2.2
        is the Early Termination Annual Benefit set forth in Schedule A for the
        Plan Year ending immediately prior to the Early Termination Date.


                                        4

<page>

             2.2.2 PAYMENT OF BENEFIT. The Company shall pay the annual benefit
      to the Executive in 12 equal monthly installments payable on the first day
      of each month commencing with the month following the Executive's Normal
      Retirement Age and continuing for 179 additional months.

             2.2.3     BENEFIT INCREASES. Benefit payments may be increased as
provided in Section 2.1.3.

        2.3 DISABILITY BENEFIT. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.

             2.3.1 AMOUNT OF BENEFIT. The annual benefit under this Section 2.3
      is the Disability Benefit amount set forth in Schedule A for the Plan Year
      ending immediately prior to the date in which Termination of Employment
      occurs.

              2.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
        Executive in 12 equal monthly installments commencing within 90 days
        after the date of the Executive's Termination of Employment and
        continuing for 179 additional months.

              2.3.3    BENEFIT INCREASES.   Benefit payments may be increased as
        provided in Section 2.1.3.

        2.4 CHANGE OF CONTROL BENEFIT. If the Executive is in the active service
of the Company at the time of a Change of Control, the Company shall pay to the
Executive the benefit described in this Section 2.4 in lieu of any other benefit
under this Agreement.

              2.4.1 AMOUNT OF BENEFIT. The annual benefit under this Section 2.4
        is the Normal Retirement Benefit described in Section 2. 1.1.

              2.4.2 PAYMENT OF BENEFIT. The Company shall pay the annual benefit
        amount to the Executive in 12 equal monthly installments payable on the
        first day of each month commencing with the month following Normal
        Retirement Age and continuing for 179 additional months.

              2.4.3    BENEFIT INCREASES.  Benefit payments may be increased as
        provided in Section 2.1.3

                                    ARTICLE 3
                                 DEATH BENEFITS

        3.1   DEATH DURING ACTIVE SERVICE.  If the Executive dies while in the
active service of the Company, the Company shall pay to the Executive's
beneficiary the benefit described in this Section 3.1. This benefit shall be
paid in lieu of the Lifetime Benefits of Article 2.

                                        5

<page>


              3.1.1 AMOUNT OF BENEFIT. The annual benefit under this Section 3.1
        is the Normal Retirement Benefit described in Section 2.1.1.

              3.1.2 PAYMENT OF BENEFIT. The Company shall pay the annual benefit
        to the beneficiary in 12 equal monthly installments payable on the first
        day of each month commencing with the month following the Executive's
        death and continuing for 179 additional months.

        3.2 DEATH DURING BENEFIT PERIOD. If the Executive dies after the benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.

         3.3 DEATH FOLLOWING TERMINATION OF EMPLOYMENT BUT BEFORE BENEFITS
COMMENCE. If the Executive is entitled to benefits under this Agreement, but
dies prior to receiving said benefits, the Company shall pay to the Executive's
beneficiary the same benefits, in the same manner, they would have been paid to
the Executive had the Executive survived; however, said benefit payments will
commence upon the Executive's death.


                                    ARTICLE 4
                                  BENEFICIARIES

        4.1 BENEFICIARY DESIGNATIONS. The Executive shall designate a
beneficiary by filing a written designation with the Company. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
accepted by the Company during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

        4.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person
declared incapacitated, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incapacitated
person or incapable person. The Company may require proof of incapacity,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.

                                        6

<page>

                                    ARTICLE 5
                               GENERAL LIMITATIONS

      Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:

         5.1 EXCESS PARACHUTE OR GOLDEN PARACHUTE PAYMENT. Notwithstanding any
provision of this Agreement to the contrary, the Company shall not pay any
benefit under this Agreement to the extent the benefit would be an excess
parachute payment under Section 280G of the Code or would be a prohibited golden
parachute payment pursuant to 12 C.F.R. ss.359.2 and for which the appropriate
federal banking agency has not given written consent to pay pursuant to 12
C.F.R. ss.359.4.

        5.2 TERMINATION FOR CAUSE. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement, if the Company terminates the Executive's employment for:

             5.2.1       Gross negligence or gross neglect of duties;

             5.2.2       Commission of a felony or of a gross misdemeanor
        involving moral turpitude; or

             5.2.3 Fraud, disloyalty, dishonesty or willful violation of any law
        or significant Company policy committed in connection with the
        Executive's employment and resulting in an adverse effect on the
        Company.

        5.3 REMOVAL. Notwithstanding any provision of this Agreement to the
contrary, the Company shall not pay any benefit under this Agreement if the
Executive is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act.

        5.4 COMPETITION. No benefits shall be payable if the Executive, without
the prior written consent of the Company, violates the following described
restrictive covenants.

             5.4.1 NON-COMPETE PROVISION. The Executive shall not, for the term
        of this Agreement and until all benefits have been distributed, directly
        or indirectly, either as an individual or as a proprietor, stockholder,
        partner, officer, director, employee, agent, consultant or independent
        contractor of any individual, partnership, corporation or other entity
        (excluding an ownership interest of one percent (1 %) or less in the
        stock of a publicly traded company):


                                        7

<page>

        (i)    become employed by, participate in, or be connected in any manner
               with the ownership, management, operation or control of any bank,
               savings and loan or any financial institution, as that term is
               defined in the Gramm-Leach- Bliley Act of 1999, Pub. L. 106-102,
               that has its main office, a branch office, or conducts any
               business within a fifty (50) mile radius of Gettysburg,
               Pennsylvania; or

        (ii)   participate in any way in hiring or otherwise engaging, or
               assisting any other person or entity in hiring or otherwise
               engaging, on a temporary, part-time or permanent basis, any
               individual who was employed by the Corporation or any of its
               subsidiaries during the three (3) year period immediately prior
               to the termination of the Executive's employment; or

        (iii)  assist, advise, or serve in any capacity, representative or
               otherwise, any third party in any action against the Corporation
               or any of its subsidiaries or transaction involving the
               Corporation or any of its subsidiaries; or

        (iv)   sell, offer to sell, provide banking or other financial services,
               assist any other person in selling or providing banking or other
               financial services, or solicit or otherwise compete for, either
               directly or indirectly, any orders, contract, or accounts for
               services of a kind or nature like or substantially similar to the
               services performed or products sold by the Corporation or any of
               its subsidiaries (the preceding hereinafter referred to as
               "Services"), to or from any person or entity from whom the
               Executive or the Corporation or any of its subsidiaries provided
               banking or other financial services, sold, offered to sell or
               solicited orders, contracts or accounts for Services during the
               three (3) year period immediately prior to the termination of the
               Executive's employment; or

        (v)    divulge, disclose, or communicate to others in any manner
               whatsoever, any confidential information of the Corporation or
               any of its subsidiaries, including, but not limited to, the names
               and addresses of customers of the Corporation or any of its
               subsidiaries, as they may have existed from time to time or of
               any of the Corporation's or any of its subsidiaries' prospective
               customers, work performed or services rendered for any customer,
               any method and/or procedures relating to projects or other work
               developed for the Corporation or any of its subsidiaries,
               earnings or other information concerning the Corporation or any
               of its subsidiaries. The restrictions contained in this
               subparagraph (v) apply to all information regarding the
               Corporation or any of its subsidiaries unless and until it
               becomes known to the general public from sources other than the
               Executive.

                                       8

<page>

        5.4.2 JUDICIAL REMEDIES. In the event of a breach or threatened breach
by the Executive of any provision of these restrictions, the Executive
recognizes the substantial and immediate harm that a breach or threatened breach
will impose upon the Corporation or any of its subsidiaries, and further
recognizes that in such event monetary damages may be inadequate to fully
protect the Corporation or any of its subsidiaries. Accordingly, in the event of
a breach or threatened breach of this Agreement, the Executive consents to the
Corporation's or any of its subsidiaries' entitlement to such ex parte,
preliminary, interlocutory, temporary or permanent injunctive, or any other
equitable relief, protecting and fully enforcing the Corporation's or any of its
subsidiaries' rights hereunder and preventing the Executive from further
breaching any of his or her obligations set forth herein. The Executive
expressly waives any requirement, based on any statute, rule of procedure, or
other source, that the Corporation or any of its subsidiaries post a bond as a
condition of obtaining any of the above-described remedies. Nothing herein shall
be construed as prohibiting the Corporation or any of its subsidiaries from
pursuing any other remedies available to the Corporation or any of its
subsidiaries at law or in equity for such breach or threatened breach, including
the recovery of damages from the Executive. The Executive expressly acknowledges
and agrees that: (i) the restrictions set forth in Section 5.4.1 are reasonable,
in terms of scope, duration, geographic area, and otherwise, (ii) the
protections afforded the Corporation or any of its subsidiaries in Section 5.4.1
are necessary to protect its legitimate business interest, (iii) the
restrictions set forth in Section 5.4.1 will not be materially adverse to the
Executive's employment with the Company, and (iv) his or her agreement to
observe such restrictions forms a material part of the consideration for this
Agreement.

          5.4.3 OVERBREADTH OF RESTRICTIVE COVENANT. It is the intention of the
      parties that if any restrictive covenant in this Agreement is determined
      by a court of competent jurisdiction to be overly broad, then the court
      should enforce such restrictive covenant to the maximum extent permitted
      under the law as to area, breadth and duration.

          5.4.4 The non-compete provision detailed in Section 5.4.1 shall not be
      enforceable following a Change in Control.

        5.5 SUICIDE OR MISSTATEMENT. No benefits shall be payable if the
Executive commits suicide within two years after the date of this Agreement, or
if the insurance company denies coverage for material misstatements of fact made
by the Executive on any application for life insurance purchased by the Company,
or any other reason; provided, however that the Company shall evaluate the
reason for the denial, and upon advice of legal counsel and in its sole
discretion, consider judicially challenging any denial. The Company shall have
no liability to the Executive for any denial of coverage by the insurance
company.


                                    ARTICLE 6

                          CLAIMS AND REVIEW PROCEDURES

        6.1 CLAIMS PROCEDURE.  The Company shall notify any person or entity
that makes a claim against the Agreement (the "Claimant") in writing,

                                       9
<PAGE>


within ninety (90) days of Claimant's written application for benefits, of his
or her eligibility or noneligibility for benefits under the Agreement. If the
Company determines that the Claimant is not eligible for benefits or full
benefits, the notice shall set forth (1) the specific reasons for such denial,
(2) a specific reference to the provisions of the Agreement on which the denial
is based, (3) a description of any additional information or material necessary
for the Claimant to perfect his or her claim, and a description of why it is
needed, and (4) an explanation of the Agreement's claims review procedure and
other appropriate information as to the steps to be taken if the Claimant wishes
to have the claim reviewed. If the Company determines that there are special
circumstances requiring additional time to make a decision, the Company shall
notify the Claimant of the special circumstances and the date by which a
decision is expected to be made, and may extend the time for up to an additional
ninety-day period.

        6.2 REVIEW PROCEDURE. If the Claimant is determined by the Company not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific reasons which the
Claimant believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the petition,
the Company shall afford the Claimant (and counsel, if any) an opportunity to
present his or her position to the Company orally or in writing, and the
Claimant (or counsel) shall have the right to review the pertinent documents.
The Company shall notify the Claimant of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the Claimant and the specific provisions
of the Agreement on which the decision is based. If, because of the need for a
hearing, the sixty-day period is not sufficient, the decision may be deferred
for up to another sixty-day period at the election of the Company, but notice of
this deferral shall be given to the Claimant.


                                    ARTICLE 7
                           AMENDMENTS AND TERMINATION

        This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.


                                    ARTICLE 8
                                  MISCELLANEOUS

        8.1 BINDING  EFFECT.  This  Agreement  shall bind the Executive and the
Company,  and their  beneficiaries, survivors, executors, successors,
administrators and transferees.

        8.2 NO GUARANTEE OF EMPLOYMENT. This Agreement is not an employment
policy or

                                       10

<page>

contract. It does not give the Executive the right to remain an employee of the
Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

        8.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

        8.4 TAX  WITHHOLDING.  The Company  shall  withhold  any taxes that are
required to be withheld from the benefits provided under this Agreement.

        8.5  APPLICABLE  LAW.  The Agreement and all rights hereunder shall be
governed by the laws of the Commonwealth of Pennsylvania, except to the extent
preempted by the laws of the United States of America.

        8.6 UNFUNDED ARRANGEMENT. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

        8.7 RECOVERY OF ESTATE TAXES. If the Executive's gross estate for
federal estate tax purposes includes any amount determined by reference to and
on account of this Agreement, and if the beneficiary is other than the
Executive's estate, then the Executive's estate shall be entitled to recover
from the beneficiary receiving such benefit under the terms of the Agreement, an
amount by which the total estate tax due by the Executive's estate, exceeds the
total estate tax which would have been payable if the value of such benefit had
not been included in the Executive's gross estate. If there is more than one
person receiving such benefit, the right of recovery shall be against each such
person. In the event the beneficiary has a liability hereunder, the beneficiary
may petition the Company for a lump sum payment in an amount not to exceed the
beneficiary's liability hereunder.

          8.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

          8.9 ADMINISTRATION. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:

               8.9.1     Interpreting the provisions of the Agreement;


                                       11

<page>
              8.9.2    Establishing and revising the method of accounting for
        the Agreement;

              8.9.3    Maintaining a record of benefit payments; and

              8.9.4    Establishing rules and prescribing any forms necessary or
        desirable to administer the         Agreement.

      IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

EXECUTIVE:                                     COMPANY:
                                               ADAMS COUNTY NATIONAL BANK OF
                                               GETTYSURG

/s/ Thomas A. Ritter                    By           /s/ Ronald L. Hankey
------------------------------------        ------------------------------------
Thomas A. Ritter
                                        Title          Chairman/CEO
                                              ----------------------------------



          By execution hereof, ACNB Corporation consents to and agrees to be
bound by the terms and condition of this Agreement.

ATTEST:                                        CORPORATION:
                                               ACNB CORPORATION

  /s/ David W. Scott                     By       /s/ Ronald L. Hankey
------------------------------------          -----------------------------
                                                 Title     Chairman/CEO


                                       12

<page>

                                   SCHEDULE A
                    ADAMS COUNTY NATIONAL BANK OF GETTYSBURG
                          SALARY CONTINUATION AGREEMENT

                                 LIVING BENEFITS

                                THOMAS A. RITTER


<TABLE>
<CAPTION>
     --------- ------------- --------------- --------------------- ------------------- --------------------

                                                                     DISABILITY ANNUAL   CHANGE OF CONTROL
       PLAN      VESTING        ACCRUED       EARLY TERMINATION         BENEFIT           ANNUAL BENEFIT
       YEAR      SCHEDULE       BENEFIT       ANNUAL BENEFIT (1)          (2)                   (3)
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
<S>               <C>            <C>                <C>                   <C>                <C>
        1        100.00%        $33,966            $13,610               $3,985             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        2        100.00%        $70,935            $26,115               $8,323             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        3        100.00%        $111,171           $37,605              $13,045             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        4        100.00%        $154,963           $48,161              $18,183             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        5        100.00%        $202,627           $57,860              $23,776             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        6        100.00%        $254,503           $66,771              $29,863             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        7        100.00%        $310,965           $74,958              $36,488             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        8        100.00%        $372,418           $82,481              $43,699             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        9        100.00%        $439,303           $89,393              $51,547             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        10       100.00%        $512,099           $95,743              $60,088             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        11       100.00%        $591,330           $101,578             $69,385             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        12       100.00%        $677,565           $106,939             $79,504             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        13       100.00%        $771,421           $111,864             $90,517             $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        14       100.00%        $873,574           $116,390             $102,503            $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        15       100.00%        $984,756           $120,548             $115,549            $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
     --------- ------------- --------------- --------------------- ------------------- --------------------
        16       100.00%       $1,031,212          $121,000             $121,000            $121,000
     --------- ------------- --------------- --------------------- ------------------- --------------------
</TABLE>


(1) Payments commence at Normal Retirement Age
(2) Payments commence at Termination of Employment

                                       13

<page>

                             BENEFICIARY DESIGNATION

                 ADAMS COUNTY NATIONAL BANK OF GETTYSBURG, P.A.
                          SALARY CONTINUATION AGREEMENT


                                THOMAS A. RITTER


I designate the following as beneficiary of any death benefits under the Salary
Continuation Agreement:

Primary:  Linda H. Ritter, Spouse of the Insured

Contingent:   The Estate of the Insured


NOTE:     TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE
          TRUSTEE(S) AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.

I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.


Signature   /s/ Thomas A. Ritter
         ----------------------------
Date     October 5, 2001


Accepted by the Company this 5th  day of October   , 2001

   ADAMS COUNTY NATIONAL BANK

By:       /s/ Ronald L. Hankey
     ---------------------------------------
Title       Chairman/CEO
       -----------------------------

                                       14

<page>

                                 FIRST AMENDMENT
                                     TO THE
                    ADAMS COUNTY NATIONAL BANK OF GETTYSBURG
                          SALARY CONTINUATION AGREEMENT
                                       FOR
                                THOMAS A. RITTER


    THIS AMENDMENT is adopted this 7TH day of November , 2002, by and between
ADAMS COUNTY NATIONAL BANK OF GETTYSBURG, located in Gettysburg, Pennsylvania
(the "Company") and THOMAS A. RITTER (the "Executive").

      On October 5, 2001, the Company and the Executive executed the ADAMS
COUNTY NATIONAL BANK OF GETTYSBURG SALARY CONTINUATION AGREEMENT (the
"Agreement"). The undersigned hereby amend, in part, said Agreement to (i)
change the Plan Year; (ii) amend Schedule A to reflect the change in Plan Year;
and (iii) amend the Claim and Review Procedures to comply with changes in ERISA
guidance. Therefore, the following revisions shall be made:

         ARTICLE 1.1.9 OF THE AGREEMENT SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED BY ARTICLE 1.1.9 BELOW.

        1.1.9 "PLAN YEAR" means each twelve month period commencing with May 1
and ending on April 30. Provided, however, the first Plan Year shall begin on
the effective date of this Agreement and end on the April 30 first following the
effective date.

       O ARTICLE 6 OF THE AGREEMENT SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED BY ARTICLE 6 BELOW.

                                    Article 6
                          Claims and Review Procedures

        6.1 CLAIMS PROCEDURE. Any person or entity who has not received benefits
under this Agreement that he or she believes should be paid ("claimant") shall
make a claim for such benefits as follows:

              6.1.1 INITIATION -- WRITTEN CLAIM. The claimant initiates a claim
        by submitting to the Company a written claim for the benefits.

              6.1.2 TIMING OF COMPANY RESPONSE. The Company shall respond to
        such claimant within 90 days after receiving the claim. If the Company
        determines that special circumstances require additional time for
        processing the claim, the Company can extend the response period by an
        additional 90 days by notifying the claimant in writing, prior to the
        end of the initial 90-day period, that an additional period is required.
        The notice of extension must set forth the special circumstances and the
        date by which the Company expects to render its decision.

                                        1

<page>

              6.1.3 NOTICE OF DECISION. If the Company denies part or all of the
        claim, the Company shall notify the claimant in writing of such denial.
        The Company shall write the notification in a manner calculated to be
        understood by the claimant. The notification shall set forth:

                       (a) The specific reasons for the denial,

                       (b) A reference to the specific provisions of the
              Agreement on which the denial is based,

\                       (c) A description of any additional information or
              material necessary for the claimant to perfect the claim and an
              explanation of why it is needed,

                      (d) An explanation of the Agreement's review procedures
              and the time limits applicable to such procedures, and

                       (e) A statement of the claimant's right to bring a civil
              action under ERISA Section 502(a) following an adverse benefit
              determination on review.

        6.2   REVIEW  PROCEDURE.  If the  Company  denies  part or all of the
claim,  the  claimant  shall have the opportunity for a full and fair review by
the Company of the denial, as follows:

              6.2.1 INITIATION -- WRITTEN REQUEST. To initiate the review, the
        claimant, within 60 days after receiving the Company's notice of denial,
        must file with the Company a written request for review.

              6.2.2 ADDITIONAL SUBMISSIONS -- INFORMATION ACCESS. The claimant
       shall then have the opportunity to submit written comments, documents,
       records and other information relating to the claim. The Company shall
       also provide the claimant, upon request and free of charge, reasonable
       access to, and copies of, all documents, records and other information
       relevant (as defined in applicable ERISA regulations) to the claimant's
       claim for benefits.

              6.2.3 CONSIDERATIONS ON REVIEW. In considering the review, the
        Company shall take into account all materials and information the
        claimant submits relating to the claim, without regard to whether such
        information was submitted or considered in the initial benefit
        determination.

              6.2.4 TIMING OF COMPANY RESPONSE. The Company shall respond in
        writing to such claimant within 60 days after receiving the request for
        review. If the Company determines that special circumstances require
        additional time for processing the claim, the Company can extend the
        response period by an additional 60 days by notifying the claimant in
        writing, prior to the end of the initial 60-day period, that an
        additional period is required. The notice of extension must set forth
        the special circumstances and the date by which the Company expects to
        render its decision.

              6.2.5 NOTICE OF DECISION. The Company shall notify the claimant in
        writing of its decision on review. The Company shall write the
        notification in a manner calculated to be understood by the claimant.
        The notification shall set forth:

                       (a) The specific reasons for the denial,

                       (b) A reference to the specific provisions of the
               Agreement on which the denial is based,

                                        2

<page>

                       (c) A statement that the claimant is entitled to receive,
               upon request and free of charge, reasonable access to, and copies
               of, all documents, records and other information relevant (as
               defined in applicable ERISA regulations) to the claimant's claim
               for benefits, and

                       (d) A statement of the claimant's right to bring a civil
               action under ERISA Section 502(a).

       O  SCHEDULE A OF THE AGREEMENT SHALL BE DELETED IN ITS ENTIRETY AND
          REPLACED BY THE ATTACHED FIRST AMENDED SCHEDULE A.


      IN WITNESS OF THE ABOVE, the Executive and the Company hereby consent to
this First Amendment.

EXECUTIVE:                             ADAMS COUNTY NATIONAL BANK OF
                                       GETTYSBURG

   /s/ Thomas A. Ritter               By            /s/ Ronald L. Hankey
------------------------------------      --------------------------------------
Thomas A. Ritter                      Title        Chairman
                                             -----------------------------------

                                        3

<page>

                            (C) 2003 CLARK CONSULTING

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR
SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED
AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN
SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE
ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM
REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF
LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN
DOCUMENTING SOLELY YOUR ARRANGEMENT.

                                SECOND AMENDMENT
                                     TO THE
                           ADAMS COUNTY NATIONAL BANK
                          SALARY CONTINUATION AGREEMENT

        THIS AGREEMENT is made this 24th day of November, 2003, by and between
ADAMS COUNTY NATIONAL BANK, located in Gettysburg, Pennsylvania (the "Bank"),
and Thomas A. Ritter (the "Executive").

         The Bank and the Executive executed the SALARY CONTINUATION AGREEMENT
on October 5, 2001 (the "Agreement").

         The undersigned hereby amends, in part, said Agreement for the purpose
of changing the Disability Benefit, Section 2.3. Therefore, said Disability
Benefit shall be amended as follows:

Section 2.3 Disability Benefit shall be removed in its entirety.


         IN WITNESS WHEREOF, the Director and a duly authorized Bank officer
have agreed to this Second Amendment to the Agreement.

EXECUTIVE:                              BANK:
                                        ADAMS COUNTY NATIONAL BANK
     /s/ Thomas A. Ritter
Thomas A. Ritter                        BY      /s/ Ronald L. Hankey
                                            ------------------------------------
                                        TITLE         Chairman
                                               ---------------------------------

         By execution hereof, the Corporation consents to and agrees to be bound
by the terms and condition of this Second Amendment to the Agreement.

                                        CORPORATION:
                                        ADAMS COUNTY NATIONAL BANK

                                        BY:      /s/ Ronald L. Hankey
                                           -------------------------------------
                                        TITLE:        Chairman
                                                --------------------------------
                                        1