STOCK PURCHASE AGREEMENT

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                                ACNB CORPORATION

                         ACNB ACQUISITION SUBSIDIARY LLC

                                       AND

                          RUSSELL INSURANCE GROUP INC.

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                               NOVEMBER 19 , 2004











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                                             TABLE OF CONTENTS

                                                                                                               Page

<S>     <C>                                                                                                      <C>
SECTION 1.  Certain Definitions...................................................................................2

SECTION 2.  Closing, Effective Time...............................................................................5

SECTION 3.  Purchase Price and Payment Terms......................................................................6

SECTION 4.  Representations and Warranties of ACNB Corp and Acquisition Subsidiary...............................14

SECTION 5.  Representations and Warranties of RIG and RIG Shareholder............................................19

SECTION 6.  Covenants of RIG and RIG Shareholder.................................................................38

SECTION 7.  Covenants of ACNB Corp and Acquisition Subsidiary....................................................46

SECTION 8.  Conditions to the Obligations of ACNB Corp, RIG, and the RIG Shareholder ............................47

SECTION 9.  Termination..........................................................................................53

SECTION 10.  Effect of Termination...............................................................................54

SECTION 11.  Expenses............................................................................................54

SECTION 12.  Confidentiality.....................................................................................55

SECTION 13.  Survival of Representations and Warranties, Etc.....................................................56

SECTION 14.  Employees...........................................................................................56

SECTION 15.  Officers............................................................................................57

SECTION 16.  Indemnification.....................................................................................57

SECTION 17.  Entire Agreement....................................................................................61

SECTION 18.  Publicity...........................................................................................61

SECTION 19.  Amendment and Waiver................................................................................61

SECTION 20.  Governing Law.......................................................................................61

SECTION 21.  Communications......................................................................................61

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<S>     <C>                                                                                                     <C>
SECTION 22.  Successors and Assigns..............................................................................62

SECTION 23.  Interpretation, Headings, Etc.......................................................................63

SECTION 24.  Severability........................................................................................63

SECTION 25.  No Third Party Beneficiary..........................................................................63

SECTION 26.  Counterparts........................................................................................63

SECTION 27.  Further Assurances..................................................................................63

SECTION 28.  Disclosure Schedules................................................................................64

EXHIBITS

EXHIBIT 1         RIG Employment Agreement

EXHIBIT 2         Form of Richard Solomon Legal Opinion

EXHIBIT 3         Form of Shumaker Williams, P.C. Legal Opinion

EXHIBIT 4         Form of Non-Producer Non-Compete and Non-Solicitation Agreement

EXHIBIT 5         Form of Producer Non-Compete and Non-Solicitation Agreement


ANNEXES

Annex 3.7(2)      RIG Measurement Report

Annex 8.2(27)     Lease Agreement

Annex 8.2(30)     Commingling Letter

SCHEDULES

Schedule 4.2      Organization and Good Standing

Schedule 4.4      Compliance with Laws; Governmental Authorizations

Schedule 4.8      Brokers

Schedule 4.10     Regulatory Approvals
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Schedule 5.1      Corporate Organization and Qualification

Schedule 5.2      Authorized Capital

Schedule 5.3      Title

Schedule 5.6(1)   Financial Statements

Schedule 5.6(3)   Material Liability

Schedule 5.7      Absence of Certain Changes or Events; Undisclosed Liabilities

Schedule 5.9      Litigation

Schedule 5.11     Contracts

Schedule 5.12(7)  Labor and Employment Matters

Schedule 5.13     Employee Benefit Plans

Schedule 5.15(2)  Compliance with Applicable Laws; Insurance Producer, Agent or
                  Broker List

Schedule 5.16     Brokers

Schedule 5.19     Insurance

Schedule 5.20     Dividends and Distributions

Schedule 5.22(1)  Policy Holders

Schedule 5.22(2)  Policy Holder Notices

Schedule 5.25     Powers of Attorney; Guarantees

Schedule 5.26     Software

Schedule 5.33(2)  Intellectual Property

Schedule 5.36     No Liens

Schedule 5.39     Assumability of Contracts

Schedule 5.42     RIG Transaction Fees and Expenses

Schedule 5.43     Licenses and Qualifications

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Schedule 5.44     Inquires

Schedule 5.46     Insurance Producers

Schedule 5.47     Certificates of Authority

Schedule 5.48(1)  Insurance Products

Schedule 5.48(2)  Claims and Service Agreements

Schedule 6.9      Distributions and Dividends



                                       iv
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                          STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement is made and entered into as of November
____, 2004, among ACNB Acquisition LLC, a Maryland limited liability company
("Acquisition Subsidiary"), ACNB Corporation ("ACNB Corp"), a Pennsylvania
corporation and Russell Insurance Group, Inc. ("RIG"), a Maryland corporation
and Frank C. Russell, Jr., an adult individual (individually as "Seller" or the
"RIG Shareholder") (each a "Party") (all parties are collectively referred to as
the "Parties") (the "Agreement").

                                   WITNESSETH:

         WHEREAS, the RIG Shareholder and the respective Boards of Directors of
ACNB Corp, Acquisition Subsidiary and RIG have each determined that it is in the
best interests of their respective companies to consummate the transactions
provided for in this Agreement and the Exhibits, Annexes, and Schedules hereto
in the manner provided herein;

         WHEREAS, ACNB Corp has organized and shall capitalize Acquisition
Subsidiary with sufficient funds as ACNB Corp's direct, wholly owned subsidiary
prior to the effectuation of the transactions contemplated by this Agreement and
the Exhibits, Annexes, and Schedules hereto;

         WHEREAS, as a condition to ACNB Corp's, Acquisition Subsidiary's and
RIG's entry into this Agreement and to induce such entry, Frank C. Russell, Jr.,
an adult individual and officer, shareholder, or employee of RIG is entering
into an Employment Agreement with Acquisition Subsidiary (the "Employment
Agreement") attached hereto as Exhibit 1 with such Employment Agreement becoming
effective on the Effective Date;

         WHEREAS, the RIG Shareholder collectively owns all of the issued and
outstanding shares of common stock, par value $ 0.00 per share of RIG (the "RIG
Shares");

         WHEREAS, the RIG Shareholder desires to sell the RIG Shares to the
Acquisition Subsidiary and the Acquisition Subsidiary is willing to purchase the
RIG Shares from the RIG Shareholder, for the consideration and on the terms and
conditions set forth herein;

         WHEREAS, RIG has a vested interest in the transactions contemplated by
this Agreement and is a Party to this Agreement in order to make certain
representations and warranties to Acquisition Subsidiary and ACNB Corp;

         WHEREAS, the RIG Shareholder has a vested interest in the transaction
contemplated by this Agreement and is a Party to this Agreement in order to make
certain representations and warranties regarding RIG to Acquisition Subsidiary
and ACNB Corp and to provide certain undertakings, covenants, and agreements;

         WHEREAS, at Closing the RIG Shareholder shall sell, assign, transfer,
and convey to Acquisition Subsidiary and Acquisition Subsidiary shall purchase
from the RIG Shareholder, all of the RIG Shareholders' rights, title, and
interest in and to the RIG Shares, free and clear of all liens and encumbrances,
against payment of the Purchase Price (as defined herein);and

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         WHEREAS, the Parties hereto agree that this transaction shall qualify
as a Qualified Stock Purchase under ss.338 of the Code;

         NOW THEREFORE, for and in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, intending to be legally bound hereby, the
Parties agree as follows:

                         SECTION 1. CERTAIN DEFINITIONS

         As used in this Agreement, the following terms shall have the meanings
indicated below. Whenever the words "include", "includes", or "including" are
used in this Agreement, they shall be deemed followed by the words "without
limitation". Any singular term in this Agreement shall be deemed to include the
plural, and any plural term the singular.

         "AFFILIATE"-- With respect to any Person, any Person directly or
         indirectly controlling, controlled by, or under common control with
         such other Person. For purposes of this definition, "control"
         (including with correlative meaning, the terms "controlled by" and
         "under common control with") as used with respect to any Person, means
         the possession, directly or indirectly, of the power to direct or cause
         the direction of the management and policies of such Person, whether
         through ownership of voting securities, by contract or otherwise.

         "APPOINTMENT" -- A written agreement between an agent and an entity
under which the agent may solicit, negotiate, make or procure insurance
policies, for compensation, which are issued by the appointing entity.

         "ARMOR"- The Armor Insurance Group, Inc. located at 3203 Corporate
Court Ellicott City, Maryland 21042, a wholly owned subsidiary of BUCS Financial
Corporation, Inc..

         "ARMOR LOAN"- The loan made by Adams County National Bank to RIG for
the purpose of acquiring Armor, in the principle amount of $709,944.00 entered
into on September 29, 2004.

         "ARMOR TRANSACTION"- The asset purchase agreement entered into on
September 30, 2004 by and between Armor, BUCS Financial Corporation, Inc. and
RIG.

         "CLOSING DATE" -- The date and time of Closing as specified in Section
2.1 of this Agreement.

         "CODE" -- The Internal Revenue Code of 1986, as amended.

         "EFFECTIVE DATE AND TIME" - The date and time on which the transactions
shall be effective as specified in Section 2.2 of this Agreement.

         "ENCUMBRANCE" -- Any lien, pledge, security interest, claim, charge,
easement, limitation, commitment, restriction or encumbrance of any kind or
nature whatsoever.

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         "ENVIRONMENTAL LAW" - Any federal, state or local law, statute,
ordinance, rule, regulation, code, license, permit, authorization, approval,
consent, order, judgment, decree, injunction or agreement with any governmental
entity relating to: the protection, preservation or restoration of the
environment (including, without limitation, air, water vapor, surface water,
groundwater, drinking water supply, surface soil, subsurface soil, plant and
animal life or any other natural resource); and the use, storage, recycling,
treatment, generation, transportation, processing, handling, labeling,
production, release or disposal of Hazardous Substances. The term Environmental
Law includes, without limitation: the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C.ss.9601, et seq., the
Resource Conservation and Recovery Act, as amended, 42 U.S.C.ss.6901, et
seq., the Clean Air Act, as amended, 42 U.S.C. ss.7401, et seq., the Federal
Water Pollution Control Act, as amended, 33 U.S.C. ss.1251, et
seq., the Endangered Species Act of 1973, as amended, 16 U.S.C. ss.1531, et
seq., the Toxic Substances Control Act, as amended, 15 U.S.C. ss.9601, et
seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C.
ss.11001, et seq., the Safe Drinking Water Act, 42 U.S.C. ss.300f, et seq.,
and all comparable state and local laws; and any common law (including, without
limitation, common law that may impose strict liability) that may impose
liability or obligation for injuries or damages due to, or threatened as a
result of, the presence of or exposure to any Hazardous Substance.

         "GAAP" - Generally accepted accounting principles as used in the United
States of America as in effect at the time any applicable financial statements
were prepared.

         "HAZARDOUS SUBSTANCE" -- Any substance presently listed, defined,
designated or classified as hazardous, toxic, radioactive or dangerous or
otherwise regulated under any Environmental Law, whether by type or by quantity,
including any material containing any such substance as a component. Hazardous
Substances include, without limitation, petroleum or any derivative or
by-product thereof, asbestos, radiologically contaminated material, and
polychlorinated biphenyls (PCBs).

         "INTELLECTUAL PROPERTY"-- Trademarks (registered or unregistered),
service marks, brand names, certification marks, trade dress, assumed names,
trade names, and other indications of origin, the goodwill associated with the
foregoing and registrations in any jurisdiction of, and applications in any
jurisdiction to register, the foregoing, including any extension, modification
or renewal of any such registration or application; inventions, discoveries and
ideas, whether patented, patentable, or not in any jurisdiction; trade secrets
and confidential information and rights in any jurisdiction to limit the use or
disclosure thereof by any person; writings and other works of authorship,
whether copyrighted, copyrightable, or not in any jurisdiction; registration or
applications for registration of copyrights in any jurisdiction, and any
renewals or extensions thereof; any similar intellectual property or proprietary
rights and computer programs and software (including source code, object code,
and data); and licenses, immunities, covenants not to sue, and the like relating
to the foregoing.

         "IRS" -- Internal Revenue Service.

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         "JOINT VENTURE" -- With respect to any entity, any corporation or
organization (other than such entity and any Subsidiary thereof) of which such
entity or any Subsidiary thereof is, directly or indirectly, the beneficial
owner of 25% or more of any class of equity securities or equivalent profit
participation interest.

         "KNOWLEDGE" -- As pertaining to RIG, shall mean the actual knowledge of
any RIG Shareholder, or those facts that the RIG Shareholder would reasonably be
expected to be aware of in the prudent discharge of his or her duties as an
officer of RIG in the ordinary course of business.

         "LOSS" -- Any liability, loss, cost, damage, penalty, fine, interest,
obligation or expense of any kind whatsoever (including, without limitation,
reasonable attorneys' accountants', consultants' or experts' fees and
disbursements).

         "MATERIAL" -- Material to the party in question (as the case may be)
and its respective subsidiaries, taken as a whole.

         "MATERIAL ADVERSE EFFECT" -- With respect to a person, means any
condition, event, change or occurrence that has or results in an effect which is
material and adverse to (A) the financial condition, properties, assets,
business, business prospects or results of operations of such person and its
subsidiaries, taken as a whole, or (B) the ability of such person to perform its
obligations under, and to consummate the transactions contemplated by, this
Agreement.

         "MATERIAL CONTRACT" -- Each contract, agreement, arrangement,
instrument, bond, commitment, franchise, indemnity, indenture, lease, license or
understanding to which RIG is a party or to which any of its properties is
subject, that: (i) obligates RIG to pay an amount in excess of $15,000 in any
twelve-month period beginning after October 31, 2001; (ii) provides for the
extension of credit by or to RIG in excess of $15,000; (iii) provides for a
guaranty by RIG of obligations of others in excess of $15,000; (iv) constitutes
an employment agreement, severance agreement or personal service contract not
terminable on less than sixty (60) days' notice without penalty; (v) constitutes
a reinsurance agreement or treaty under which RIG is a reinsured or is the
reinsurer, or (vi) expressly limits, in any material respect, the ability of RIG
to engage in any line of business, compete with any person or expand the nature
or geographic scope of its business. Notwithstanding the foregoing, the term
"Material Contract" does not include insurance policies issued by, or agreements
with insurance agents and brokers entered into by, RIG in the ordinary course of
business.

         "NESMITH"- The NeSmith Insurance Group, LLC, located at 10176 Baltimore
National Pike, Suite 213, Ellicott City, MD 21042.

         "NESMITH TRANSACTION"- The asset purchase agreement entered into on
October 5, 2004, by and among NeSmith, Rosa NeSmith, and Russell Insurance
Group, LLC.

         "NET REVENUE" -- Net revenue as that term is determined in accordance
with GAAP.

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         "PERSON"-- Any individual, corporation, company, partnership (limited
or general), joint venture, association, trust or other entity.

         "STATE REGULATORY AGENCY" -- Any state agency with authority to
regulate the business of RIG.

         "RIG SHARES" - The issued and outstanding shares of RIG common stock,
par value $0.00 per share, held by the RIG Shareholder.

         "SUBSIDIARY" -- A company is a Subsidiary of another company if 50% or
more of its outstanding voting securities is owned by such other company.

         "TAXES" -- the term "Tax" (including, with correlative meaning, the
term "Taxes," and "Taxable") shall mean all federal, state, county, and local
income, gross receipts, windfall profits, severance, property, production,
sales, use, license, excise, customs, duties, franchise, bank shares, built in
gains (and state and local equivalent taxes), employment, payroll, surplus
lines, withholding and other taxes, together with all interest, penalties and
additions imposed with respect to such amounts.

         "TAX RETURN" -- Any return, report or information return (including
elections, declarations, disclosures, schedules, and estimates) required to be
filed with any taxing authority with respect to Taxes.

                       SECTION 2. CLOSING; EFFECTIVE TIME

2.1.     CLOSING.  Provided that all conditions precedent set forth in this
         Agreement shall have been satisfied or shall have been waived in
         accordance with Section 19 of this Agreement, the closing of the
         transactions contemplated by this Agreement (the "Closing") shall take
         place at the offices of ACNB Corp, 16 Lincoln Square, Gettysburg,
         Pennsylvania, or such other mutually agreed upon location, on such date
         and at such time as shall be agreed upon by the Parties, which date
         shall, unless otherwise agreed upon by the Parties, be the first
         business day of a calendar month and not be later than the 15th
         business day after the last approval of required governmental
         authorities is granted and any related waiting periods expire, but in
         no event later then December 31, 2004, unless extended by both Parties
         in writing. At the Closing, the Parties shall deliver the certificates
         required by Sections 8.2(1) and 8.3(1) of this Agreement, the tax forms
         required by Section 6.14 and such other documents and instruments as
         may be necessary or appropriate to effectuate the purposes of this
         Agreement.

2.2      EFFECTIVE DATE AND TIME. The "Effective Date" shall be the day on which
         the Closing occurs and the transactions provided herein shall have
         occurred or on such other date as mutually agreed upon by the Parties.
         The "Effective Time" shall be the time specified at the Closing for the
         transactions provided herein to be effective. If at any time after the
         Effective Time, any further assignments or assurances in law or any
         other things are necessary or desirable to carry out the provisions of
         this Agreement, the RIG Shareholder and the officers and directors of


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         each Party are hereby authorized and empowered on behalf of each Party,
         in the name of and on behalf of them as appropriate, to execute and
         deliver any and all things necessary or proper to carry out the
         purposes and provisions of this Agreement.

                   SECTION 3. PURCHASE PRICE AND PAYMENT TERMS

3.1      PURCHASE PRICE.

         Subject to the terms and conditions of this Agreement, Acquisition
Subsidiary agrees to purchase from, and the RIG Shareholder agrees to, sell to
Acquisition Subsidiary, all of the issued and outstanding RIG Shares
(representing 100% of the issued and outstanding shares of RIG) for cash,
payable as specified below:

                  (1)      FIXED CASH CONSIDERATION. At Closing, Acquisition
                           Subsidiary shall pay to the RIG Shareholder, by wire
                           transfer of immediately available funds,
                           $4,750,000.00 as shall be adjusted pursuant to
                           Section 3.1(4)(b) (the "Fixed Cash Consideration").

                  (2)      CONTINGENT PURCHASE PRICE CONSIDERATION.

                           Subject to the provisions, limitations, terms, and
                           adjustments of Section 3.7 and Section 16 hereof,
                           after the Effective Time, the RIG Shareholder, shall
                           be eligible to receive additional purchase price
                           consideration for the RIG Common Stock, as follows:

                           (a)      Additional cash consideration in an amount
                                    of up to $2,882,000.00, subject to
                                    adjustment pursuant to Section 3.7(4)(a)
                                    and Section 3.7(4)(b) hereof (the
                                    "Contingent Cash Consideration").

                  (3)      The Fixed Cash Consideration is sometimes referred to
                           herein as the "Fixed Purchase Price Consideration."
                           The Contingent Cash Consideration is sometimes
                           referred to herein as the "Contingent Purchase Price
                           Consideration." The Fixed Purchase Price
                           Consideration and the Contingent Purchase Price
                           Consideration are sometimes referred to herein
                           collectively as the "Purchase Price Consideration."
                           The Purchase Price Consideration is to be payable is
                           US Currency.

                  (4)      (a)      RIG shall prepare a preliminary balance
                                    sheet and income statement as of the
                                    Effective Date setting forth all existing
                                    assets, liabilities, income and expenses of
                                    RIG including the RIG Transaction Fees
                                    (defined herein) delineated on Schedule
                                    5.42 (the "Preliminary Balance Sheet" and
                                    "Preliminary Income Statement"). Such
                                    Preliminary Balance Sheet shall be prepared
                                    in accordance with RIG's historical
                                    accounting methodologies with exceptions
                                    for specific accruals as


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                                    required by Section 5.8(3), 5.42, and 6.11
                                    purposes of estimating the net worth of RIG.

                           (b)      (i) If the net worth of RIG as of the
                                    Effective Date on the Preliminary Balance
                                    Sheet is less than $118,000.00 then the
                                    Fixed Cash Consideration to be paid to the
                                    RIG Shareholder at Closing shall be reduced
                                    by an amount equal to the dollar amount by
                                    which the net worth of RIG on the
                                    Preliminary Balance Sheet is less than
                                    $118,000.00.

                                    (ii) If the net worth of RIG as of the
                                    Effective Date on the Preliminary Balance
                                    Sheet is more than $118,000.00 then the RIG
                                    Shareholder shall be permitted to withdrawal
                                    an amount equal to the dollar amount by
                                    which the net worth of RIG on the
                                    Preliminary Balance Sheet is more than
                                    $118,000.00 as delineated in Schedule 6.9 of
                                    this Agreement.

                           (c)      Within thirty (30) days after the Closing
                                    Date, RIG shall prepare for review and
                                    comment by ACNB Corp a balance sheet and
                                    income statement for RIG as of the Effective
                                    Date in accordance with RIG's historical
                                    accounting methodologies with exceptions for
                                    specific accruals as required by Section
                                    5.8(3), 5.42 and 6.11 of this Agreement (the
                                    "Closing Balance Sheet" and "Closing Income
                                    Statement").

                            (d)     (i) If the net worth of RIG as of the
                                    Effective Date on the Closing Balance Sheet
                                    is less than $118,000.00 then the RIG
                                    Shareholder shall pay to the Acquisition
                                    Subsidiary within 5 business days after
                                    receipt of written notification requesting
                                    payment an amount equal to the difference
                                    between the dollar amount by which the net
                                    worth of RIG on the Closing Balance Sheet is
                                    less than $118,000.00 and the dollar amount
                                    by which the net worth of RIG on the
                                    Preliminary Balance Sheet is less than
                                    $118,000.00 as of the Effective Date.

                                    (ii) If the net worth of RIG as of the
                                    Effective Date on the Closing Balance Sheet
                                    is more than $118,000.00 then the
                                    Acquisition Subsidiary shall pay to the RIG
                                    Shareholder within 5 business days after
                                    receipt of written notification requesting
                                    payment an amount equal to the difference
                                    between the dollar amount by which the net
                                    worth of RIG on the Closing Balance Sheet is
                                    more than $118,000.00 and the dollar amount
                                    by which the net worth of RIG on the
                                    Preliminary Balance Sheet is more than
                                    $118,000.00 as of the Effective Date

                           (e)      INTENTIONALLY OMITTED.


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                           (f)      If within ninety calendar days of delivery
                                    of the Closing Balance Sheet and the Closing
                                    Income Statement to ACNB Corp, ACNB Corp has
                                    not provided RIG with written notice of
                                    objection(s) then THE Closing Balance Sheet
                                    and the Closing Income Statement shall be
                                    binding and final for all purposes. If the
                                    parties are unable to resolve the disputed
                                    issues within five (5) days after the
                                    receipt by RIG of notice of such
                                    objection(s), such objection(s) shall be
                                    resolved by an independent accounting firm
                                    selected by mutual agreement between the RIG
                                    Shareholder and ACNB Corp, provided that any
                                    accounting firm which shall have provided
                                    services to the RIG Shareholder or ACNB Corp
                                    or any of their respective affiliates during
                                    the twelve month period ending on the
                                    Effective Date shall be disqualified. The
                                    determination of the accounting firm shall
                                    be final and binding for all purposes. The
                                    difference between each party's
                                    determination and the accounting firm's
                                    determination of any adjustments shall be
                                    calculated and the fees of such firm shall
                                    be divided equally between both parties. If
                                    there is any money owned to either party
                                    because of the accounting firm's
                                    determination of any adjustments, such
                                    payment due under this provision shall be
                                    paid within sixty (60) calendar days or
                                    deducted from any future payments owed.

                   (5)         The Parties mutually agree that the Purchase
                               Price Consideration will be allocated $90,000
                               to fixed assets with the remainder to goodwill
                               and other assets and liabilities.

                   (6)         In addition to the Purchase Price Consideration,
                               ACNB will reimburse RIG for the purchase price
                               of the NeSmith Transaction, totaling $73,687.50,
                               at Closing.

         3.2      WAIVER OF APPRAISAL RIGHTS. The RIG Shareholder hereby waives
                  any and all appraisal rights under applicable law relating to
                  the transactions contemplated by this Agreement and agrees to
                  execute any and all documents requested by ACNB Corp to
                  confirm such waiver.

         3.3      DELIVERY OF STOCK CERTIFICATES.  RIG Common Stock
                  certificates shall be delivered at Closing and exchanged for
                  the Fixed Purchase Price Consideration at the Effective Time
                  in accordance with the following procedures:

                  (1)      At Closing, the RIG Shareholder shall surrender all
                           of their RIG Common Stock certificates to Acquisition
                           Subsidiary. Upon receiving a proper surrender of RIG
                           Common Stock certificates from the RIG Shareholder,
                           Acquisition Subsidiary shall issue, in exchange
                           therefore to the RIG Shareholder a wire transfer, in
                           the amount of the Fixed Cash Consideration.

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<PAGE>

                  (2)      Each certificate for shares of RIG Common Stock
                           delivered under this Section 3 must be endorsed in
                           blank by the shareholder thereof or be accompanied by
                           a power of attorney to transfer such shares endorsed
                           in blank by such shareholder. The RIG Shareholder
                           hereby agrees to surrender to Acquisition Subsidiary
                           and exchange all shares representing 100% of the
                           ownership interest in RIG.

                  (3)      Each certificate representing shares of RIG Common
                           Stock surrendered shall thereafter represent the
                           right to receive the Purchase Price Consideration
                           pursuant to this Section 3.

                  (4)      At the Effective Time, ACNB Corp shall deposit, or
                           shall cause to be deposited, with Acquisition
                           Subsidiary, for exchange in accordance with this
                           Section 3:

                           (a)  Cash in the amount of the aggregate Fixed Cash
                                Consideration pursuant to Section 3.1(1).
                           (b)  Cash in the amount of the NeSmith Transaction
                                purchase price pursuant to Section 3.1(6).

                  (5)      At the Closing, Acquisition Subsidiary shall
                           distribute to the holder of shares of RIG Common
                           Stock, upon surrender of his shares in one or more
                           certificates, a wire transfer authorization for an
                           amount equal to the cash, which such holder has the
                           right to receive pursuant to this Agreement. In no
                           event shall the holder of any such surrendered
                           certificates be entitled to receive interest on any
                           of the Fixed Cash Consideration. If a wire transfer
                           authorization is made in the name of a person other
                           than the person in whose name the certificates
                           surrendered for exchange therefore are registered, it
                           shall be a condition of the exchange that the person
                           requesting such exchange shall pay to Acquisition
                           Subsidiary any transfer taxes required by reason of
                           issuance of such wire transfer to a person other than
                           the registered holder of the certificates
                           surrendered, or shall establish to the reasonable
                           satisfaction of Acquisition Subsidiary that such tax
                           has been paid or is not applicable.

         3.4      CLOSING OF STOCK TRANSFER BOOKS; CANCELLATION OF RIG
                  CERTIFICATES. At the Effective Time, the stock transfer books
                  of RIG shall be closed and no transfer of RIG Common Stock
                  shall thereafter be made or recognized. If, after the
                  Effective Time, certificates representing such shares are
                  presented for transfer to Acquisition Subsidiary, they shall
                  be deemed owned by Acquisition Subsidiary and exchanged for
                  the Purchase Price Consideration as provided in this Section
                  3. Any other provision of this Agreement notwithstanding,
                  neither ACNB Corp nor its agent nor any Party to this
                  Agreement shall be liable to a holder of RIG Common Stock for

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<PAGE>

                  any amount paid or properly delivered in good faith to a
                  public official pursuant to any applicable abandoned property,
                  escheat or similar law.

         3.5      INTENTIONALLY OMITTED

         3.6      OTHER MATTERS.

                  (1)      Notwithstanding any term of this Agreement to the
                           contrary, ACNB Corp may, in its discretion at any
                           time prior to the Effective Time, designate another
                           direct subsidiary to substitute for Acquisition
                           Subsidiary as the purchasing entity by written notice
                           to RIG so long as the exercise of this right does not
                           cause a Material delay in the consummation of the
                           transactions contemplated herein or otherwise have a
                           Material Adverse Effect on the interests of the RIG
                           Shareholder or cause a Material delay in, or
                           otherwise adversely affect the consummation or the
                           tax consequences of the transactions contemplated
                           herein; if such right is exercised, this Agreement
                           shall be deemed to be modified to accord such change.

                  (2)      Nothing in this Agreement shall be deemed to restrict
                           the ability of ACNB Corp or any of its subsidiaries
                           to acquire or to merge with or into another entity so
                           long as such other transaction shall not Materially,
                           adversely affect the Parties' ability to consummate
                           or cause a Material delay in, or otherwise adversely
                           affect, the transactions contemplated herein.

         3.7      POST CLOSING ADJUSTMENTS; CONTINGENT PURCHASE PRICE PAYMENT

                  (1)      (a)      Because a significant portion of the
                                    Contingent Purchase Price Consideration to
                                    be paid to the RIG Shareholder is based upon
                                    the financial success of RIG during the 36
                                    month period following the
                                    Effective Date (the "Earnout Period"), the
                                    Parties agree that, during the Earnout
                                    Period, the RIG Shareholder will be
                                    permitted general operational autonomy with
                                    respect to the day to day operations of RIG
                                    and RIG shall be operated within applicable
                                    laws and regulations, generally accepted
                                    industry standards and practices, as well as
                                    ACNB Corp's Code of Ethics, corporate
                                    policies, and procedures, as published and
                                    made available to the RIG Shareholder and as
                                    provided in this Agreement, and subject to
                                    the RIG Shareholder's and officer's
                                    fiduciary duties to ACNB Corp and in a
                                    manner which allows for the accounting for
                                    Earnings Before Interest, Income Taxes,
                                    Depreciation and Amortization ("EBITDA"), of
                                    RIG, calculated as provided herein, in
                                    accordance with RIG's historical accounting
                                    methodologies, but in accordance with GAAP
                                    for the Armor Transaction, the NeSmith
                                    Transaction and any acquisition made after
                                    the Effective Date. Further, RIG shall be
                                    maintained as a separate "profit center"


                                       10
<PAGE>

                                    with financial records maintained separately
                                    from the consolidated records of ACNB Corp,
                                    or records of other subsidiaries or profit
                                    centers of ACNB Corp, during the Earnout
                                    Period for the purposes of calculating the
                                    RIG Shareholder's right to receive the
                                    Contingent Purchase Price Consideration.

                           (b)      Without limiting the generality of
                                    Subsection 3.7(1)(a), but subject to
                                    applicable laws, regulations, generally
                                    accepted industry standards and practices
                                    and ACNB Corp's Code of Ethics, corporate
                                    policies, and procedures, as published and
                                    provided to the RIG Shareholder and subject
                                    to fiduciary duties to ACNB Corp, during the
                                    Earnout Period:

                           (i)      The RIG officers and RIG Shareholder shall
                                    be required to devote substantially all of
                                    their time and efforts to the business
                                    of RIG;

                           (ii)     The RIG officers shall maintain
                                    administrative control of RIG's workforce;

                           (iii)    The RIG officers shall have final
                                    decision-making authority with respect to
                                    the acceptance and the pricing of business
                                    by RIG;

                           (iv)     RIG shall be used as ACNB Corp's "platform
                                    company" for expansion in the case of
                                    additional acquisitions in the area of
                                    RIG's business;

                           (v)      Following the Closing, ACNB Corp shall
                                    provide RIG with such marketing, sales,
                                    technology, and administrative support as
                                    the RIG Shareholder shall reasonably
                                    request, which shall be charged to RIG at
                                    ACNB Corp's reasonable cost and expense;

                           (vi)     Following the Closing, the RIG Shareholder
                                    shall have the corporate title as set forth
                                    in the respective Employment Agreement
                                    attached hereto as Exhibit 1 and shall have
                                    general authority to establish RIG's
                                    budgets, solicit and manage its customers,
                                    price its services, and operate and manage
                                    its business;

                           (vii)    Within a reasonable period of time after the
                                    Effective Time, Acquisition Subsidiary and
                                    ACNB Corp shall enter into a Tax Sharing
                                    Agreement that is in compliance with any
                                    requirements of the Board of Governors of
                                    the Federal Reserve System.

           (2)    (a)      Sixty (60) business days following the 12 month,
                           24 month, 36 month anniversary of the Effective Date,
                           ACNB Corp shall prepare and provide to the RIG
                           Shareholder an unaudited revenue and expense
                           financial report of RIG, substantially in the format
                           attached hereto as Annex 3.7(2), prepared in
                           accordance with RIG's historical accounting
                           methodologies, but in accordance with GAAP for the
                           Armor Transaction, the NeSmith Transaction and any
                           acquisition made after the Effective Date (the "RIG
                           Measurement Report"). Each RIG Measurement Report
                           shall be subject to the review of the RIG

                                       11
<PAGE>

                           Shareholder. In the event that the RIG Shareholder
                           notifies ACNB Corp of an objection to a RIG
                           Measurement Report within thirty (30) days of receipt
                           thereof, the Parties will promptly meet to resolve
                           such dispute. If such dispute is not resolved within
                           sixty (60) days thereafter, an accounting firm of
                           national or regional reputation shall be jointly
                           chosen by ACNB Corp and the RIG Shareholder to
                           resolve such dispute, whose determination shall be
                           final, conclusive and binding on all Parties.

                   (b)     Each RIG Measurement Report shall set forth the
                           revenues, expenses and EBITDA of RIG for the period
                           covered as determined in accordance with Annex 3.7(2)
                           and in accordance with RIG's historical accounting
                           methodologies, but in accordance with GAAP for the
                           Armor Transaction, the NeSmith Transaction and any
                           acquisition made after the Effective Date.

                  (c)      Without limiting the foregoing, the RIG EBITDA (the,
                           "RIG EBITDA") as set forth on a RIG Measurement
                           Report shall include RIG's pre-tax profits associated
                           with the sales of insurance products related to
                           existing and new customers of RIG (including existing
                           and new customers of ACNB who have become customers
                           of RIG), and the pre-tax profits associated with
                           sales from the addition of new producers to the RIG
                           staff, as well as any other agencies purchased by
                           RIG, plus depreciation and amortization, but shall
                           not include:

                           (i)    fees and interest income associated with
                                  loan referrals; and

                           (ii)   fees and interest income associated with
                                  non-insurance products

             (3)  (a)      The RIG Measurement Report for the period of time
                           from the Effective Time to 12 months after the
                           Effective Time shall be referred to as "RIG
                           Measurement Report No. 1", the time period from the
                           Effective Time to 12 months after the Effective Time
                           shall be referred to as "Measurement Report Period
                           No. 1."

                  (b)      The RIG Measurement Report for the period of time
                           from 12 months after the Effective Time to 24 months
                           after the Effective Time shall be referred to as "RIG
                           Measurement Report No. 2", the time period from 12
                           months after the Effective Time to 24 months after
                           the Effective Time shall be referred to as
                           "Measurement Report Period No. 2."

                  (c)      The RIG Measurement Report for the period of time
                           from 24 months after the Effective Time to 36 months
                           after the Effective Time shall be referred to as "RIG


                                       12

<PAGE>

                           Measurement Report No. 3", the time period from 24
                           months after the Effective Time to 36 months after
                           the Effective Time shall be referred to as
                           "Measurement Report Period No. 3."

                  (d)      The RIG EBITDA reported in each of the RIG
                           Measurement Reports Nos. 1, 2, and 3 shall be
                           averaged.  The resulting average shall be the,
                           "Average RIG EBITDA".

         (4)      Subject to Section 3.7(3) hereof, within ninety (90) business
                  days following the 36-month anniversary of the Effective Time
                  a Contingent Purchase Price Consideration payment shall be
                  paid to the RIG Shareholder as provided below:

                  (a)      (i) If the Average RIG EBITDA, as calculated pursuant
                           to Section 3.7(3)(d) hereof, equals or exceeds
                           $848,000.00 (the "Current EBITDA Threshold") then
                           ACNB Corp shall pay the RIG Shareholder, subject to
                           adjustment as provided hereinafter and subject to
                           Section 3.1(2) hereof, the Contingent Purchase Price
                           Consideration;

                           (ii) If the Average RIG EBITDA, as calculated
                           pursuant to Section 3.7(3)(d) hereof, exceeds the
                           Current EBITDA Threshold the excess amount (the,
                           "EBITDA Over Performance Amount") will be multiplied
                           by 9.0 and added to the Contingent Purchase Price
                           Consideration to be paid to the RIG Shareholder (the,
                           "Increase Amount");

                           Provided however that in no event shall the Purchase
                           Price Consideration to be paid under this Agreement
                           exceed $7,750,000.00.

                  (b)      However, if the Average RIG EBITDA, as calculated
                           pursuant to Section 3.7(3)(d) hereof, is less than
                           Current EBITDA Threshold (the amount of this
                           difference is the "EBITDA Underperformance Amount"),
                           then the Contingent Purchase Price Consideration that
                           would otherwise be payable shall be reduced by an
                           amount equal to the EDITDA Underperformance Amount
                           multiplied by 9.0 (the "Reduction Amount").

                  (c)      If after 120 days following the 36-month anniversary
                           date of the Effective Date there is any Contingent
                           Cash Consideration that has not been earned as
                           provided in this Section 3.7, ACNB Corp's obligations
                           under Section 3.7 to pay any such unearned amount
                           shall immediately terminate .

         (5)      (a)      Following the Effective Time, in the event of (A)
                           a termination of the employment relationship between
                           Frank C. Russell, Jr. and ACNB Corp or an ACNB Corp
                           affiliate or successor for Cause (as hereinafter
                           defined) or (B) a voluntary termination of the
                           employment relationship, for other than Good Reason
                           as defined in the Employment Agreement attached
                           hereto as Exhibit 1, between Frank C. Russell, Jr.

                                       13
<PAGE>

                           and ACNB Corp or an ACNB Corp affiliate or successor
                           by Frank C. Russell, Jr. the Current EBITDA Threshold
                           shall be increased by $75,000.00.

                  (b)      As used in this Subsection 3.7 the following terms
                           shall have the meanings indicated:

                           (i)       "Cause" shall mean the willful or
                                     intentional Material breach by a RIG
                                     Shareholder of any agreement between ACNB
                                     Corp or an ACNB Corp affiliate or successor
                                     and the RIG Shareholder, after notice from
                                     ACNB Corp (which notice shall describe in
                                     reasonable detail the nature of the
                                     breach), and a failure to cure such breach
                                     within fifteen (15) days of said notice.

                  (c)      In the event of death or disability of Frank C.
                           Russell, Jr. there will be no increase in the Current
                           EBITDA Threshold.

                         SECTION 4. REPRESENTATIONS AND
               WARRANTIES OF ACNB CORP AND ACQUISITION SUBSIDIARY

         ACNB Corp and Acquisition Subsidiary represent and warrant to RIG and
the RIG Shareholder as follows:

         4.1      CORPORATE AUTHORITY. ACNB Corp has all requisite corporate
                  power and authority to enter into and perform all of its
                  obligations under this Agreement. The execution and delivery
                  of this Agreement and the Employment Agreement and the
                  consummation of the transactions contemplated herein and
                  therein, respectively, have been duly and validly authorized
                  by the Board of Directors of ACNB Corp, and ACNB Corp has
                  taken all corporate action necessary on its part to authorize
                  this Agreement and the Employment Agreement and the
                  performance of the transactions contemplated herein and
                  therein, respectively. This Agreement and the Employment
                  Agreement have been duly executed and delivered by ACNB Corp
                  and, assuming due authorization, execution and delivery by RIG
                  and the RIG Shareholder, and receipt of required regulatory
                  approvals, constitute valid and binding obligations of ACNB
                  Corp in each case enforceable against ACNB Corp in accordance
                  with their respective terms, subject to bankruptcy,
                  insolvency, and other laws of general applicability relating
                  to or affecting creditors' rights and general equity
                  principles. Subject to regulatory approval, the execution,
                  delivery and consummation of this Agreement and the Employment
                  Agreement will not constitute a violation or breach of or
                  default under the Articles of Incorporation or the Bylaws of
                  ACNB Corp or any statute, rule, regulation, order, decree,
                  directive, agreement, indenture or other instrument to which
                  ACNB Corp is a party or by which ACNB Corp or any of its
                  properties are bound, nor constitute a Material default under
                  or give rise to any right of termination, cancellation or
                  acceleration with respect to, or result in the creation of any
                  lien, charge or encumbrance upon any property or asset of ACNB
                  Corp pursuant to any note, bond, mortgage, indenture, license,
                  agreement or other instrument or obligation.

                                       14
<PAGE>

         4.2      ORGANIZATION AND STANDING. ACNB Corp is a business corporation
                  that is duly organized, validly existing and in good standing
                  under the laws of the Commonwealth of Pennsylvania. ACNB Corp
                  is a registered financial holding company under the Bank
                  Holding Company Act of 1956, as amended, and has full power
                  and lawful authority to own and hold its properties and to
                  carry on its present business. ACNB Corp owns, directly or
                  indirectly all of the issued and outstanding shares of capital
                  stock of the subsidiaries listed on Schedule 4.2. ACNB Corp
                  and its subsidiaries are in good standing as a foreign
                  corporation in each jurisdiction where the properties owned,
                  leased or operated, or the business conducted, by ACNB Corp
                  requires such qualification, except for such failure to
                  qualify or be in such good standing which, when taken together
                  with all other such failures, would not have a Material
                  Adverse Effect on ACNB Corp and its subsidiaries, taken as a
                  whole.

         4.3      CAPITALIZATION. The authorized capital stock of ACNB Corp, as
                  of June 30, 2004, consists of 20,000,000 shares of capital
                  stock, consisting of 20,000,000 shares of common stock, par
                  value $2.50 per share of which, as of June 30, 2004, 5,436,101
                  shares were issued and outstanding and zero shares of
                  preferred stock of which, as of June 30, 2004, no shares were
                  issued and outstanding. All outstanding shares of ACNB Corp
                  Common Stock have been duly issued and are validly
                  outstanding, fully paid and nonassessable.

         4.4      COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATIONS. Except as
                  disclosed on Schedule 4.4 or where noncompliance would not
                  have a Material Adverse Effect upon the condition (financial
                  or otherwise), assets, liabilities, business, operations or
                  future prospects of ACNB Corp: (i) ACNB Corp is in compliance
                  with all statutes, laws, ordinances, rules, regulations,
                  judgments, orders, decrees, directives, consent agreements,
                  memoranda of understanding, permits, concessions, grants,
                  franchises, licenses, and other governmental authorizations or
                  approvals applicable to ACNB Corp or to any of its properties;
                  and (ii) all permits, concessions, grants, franchises,
                  licenses and other governmental authorizations and approvals
                  necessary for the conduct of the business of ACNB Corp as
                  presently conducted have been duly obtained and are in full
                  force and effect and there are no proceedings pending, or to
                  the knowledge of ACNB Corp threatened, which may result in the
                  revocation, cancellation, suspension or Material adverse
                  modification of any thereof.

         4.5      REGISTRATION UNDER THE SECURITIES EXCHANGE ACT OF 1934. ACNB
                  Corp Common Stock is registered under Section 12 of the
                  Securities Exchange Act of 1934 (the "Exchange Act"), and is
                  subject to the periodic reporting requirements imposed by
                  Section 13 of the Exchange Act.

         4.6      SEC REPORTS AND FINANCIAL STATEMENTS.


                                       15
<PAGE>

                  (a)      Since June 30, 2002, ACNB Corp has filed on a
                           timely basis with the SEC, and has made or will make
                           available to RIG true and complete copies of all
                           forms, reports, schedules, statements, registrations
                           and other documents required to be filed by it under
                           the Exchange Act or the Securities Act, and ACNB Corp
                           will file on a timely basis all such forms, reports,
                           schedules, statements, registrations and other
                           documents required to be filed by it from the date of
                           this Agreement to the Closing Date (as such documents
                           have been or will be amended or supplemented since
                           the time of their filing, collectively, the "ACNB
                           Corp SEC Documents"). The ACNB Corp SEC Documents,
                           including without limitation any financial statements
                           or schedules included therein, at the time filed, did
                           not and will not contain any untrue statement of a
                           Material fact or omit to state a Material fact
                           required to be stated therein or necessary in order
                           to make the statements therein, in light of the
                           circumstances under which they were made, not
                           misleading and complied and will comply in all
                           Material respects with the applicable requirements of
                           the Exchange Act and the Securities Act, as the case
                           may be, and the applicable rules and regulations of
                           the SEC thereunder, and, with respect to all ACNB
                           Corp SEC Documents filed after July 30, 2002, at the
                           time filed complied or will comply in all Material
                           respects with the applicable requirements of the
                           Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
                           Act"). The financial statements of ACNB Corp included
                           in the ACNB Corp SEC Documents comply as to form in
                           all Material respects with applicable accounting
                           requirements and with the published rules and
                           regulations of the SEC with respect thereto, have
                           been prepared in accordance with generally accepted
                           accounting principles applied on a consistent basis
                           during the periods involved (except as may be
                           indicated in the notes thereto or, in the case of the
                           unaudited statements, as permitted by Form 10-Q) and
                           fairly present (subject in the case of the unaudited
                           statements, to normal, recurring adjustments) the
                           consolidated financial position of ACNB Corp as at
                           the dates thereof and the consolidated results of
                           their operations and cash flows for the periods then
                           ended. ACNB Corp shall deliver to RIG copies of all
                           such documents filed after the date of this
                           Agreement.

                  (b)      Since December 31, 2003, and to the Effective Time,
                           ACNB Corp has not suffered a change, or any event
                           involving a prospective change, in the business,
                           assets, financial condition, or results of operations
                           of ACNB Corp which has had, or is reasonably likely
                           to have, individually or in the aggregate, a Material
                           Adverse Effect (other than as a result of changes or
                           proposed changes in federal or state regulations of
                           general applicability or interpretations thereof,
                           changes in generally accepted accounting principles,
                           and changes that could, under the circumstances,
                           reasonably have been anticipated in light of
                           disclosures made in writing by RIG to ACNB Corp
                           pursuant hereto).

                                       16
<PAGE>

         4.7      OTC BULLETIN BOARD.  ACNB Corp Common Stock is traded on the
                  Over The Counter Bulletin Board (the, "OTCBB") under
                  the trading symbol "ACNB."

         4.8      BROKERS. Except as disclosed on Schedule 4.8, neither ACNB
                  Corp nor any of its officers, directors, employees or agents
                  have employed any broker or finder or incurred any liability
                  for any investment banking fees, brokerage fees, commissions,
                  or finder's fees, and no broker or finder has acted directly
                  or indirectly for it in connection with this Agreement or the
                  transactions contemplated hereby.

         4.9      REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY.

                  (1)      Organization. Acquisition Subsidiary is a Maryland
                           limited liability company and validly exists and duly
                           subsists under the laws of the State of Maryland. All
                           of the outstanding membership interests of
                           Acquisition Subsidiary are validly issued, fully paid
                           and nonassessable and owned directly by ACNB Corp
                           free and clear of any lien, charge or other
                           encumbrance.

                  (2)      Authority.  Acquisition Subsidiary has the requisite
                           power and authority to enter into this Agreement and
                           to carry out its obligations hereunder. The
                           execution, delivery and performance of this Agreement
                           by Acquisition Subsidiary and the consummation of the
                           transactions described herein have been duly and
                           validly authorized by all corporate actions
                           (including without limitation shareholder action) in
                           respect thereof on the part of Acquisition
                           Subsidiary. Upon execution by Acquisition Subsidiary,
                           this Agreement will be a valid and binding obligation
                           of Acquisition Subsidiary, enforceable against
                           Acquisition Subsidiary in accordance with its terms,
                           except to the extent enforcement is limited by
                           bankruptcy, insolvency, reorganization, fraudulent
                           conveyance, moratorium, and other similar laws
                           affecting creditor's rights or general principles of
                           equity.

                  (3)      Tax Status.  Acquisition Subsidiary will be, at the
                           Effective Time, a "disregarded entity" as such term
                           is defined in Section 1.368-2T(b)(1)(i)(A) of the
                           regulations under the Code.

                  (4)      Sufficient Financial Resources.  At Closing,
                           Acquisition Subsidiary shall have sufficient
                           financial resources to enable it to lawfully satisfy
                           its obligations pursuant to this Agreement.

         4.10     APPROVALS. Schedule 4.10 sets forth all of the regulatory
                  approvals necessary for ACNB Corp and Acquisition Subsidiary
                  to consummate the transactions contemplated by this Agreement.
                  Based upon the representations of RIG under the Agreement and
                  the disclosures of RIG and the RIG Shareholder, ACNB Corp
                  believes that the business of RIG is a permissible activity
                  for a financial holding company under applicable bank
                  regulations.

                                       17
<PAGE>

         4.11     CONSENTS AND APPROVALS; NO VIOLATIONS. The execution,
                  delivery, and performance of this Agreement by ACNB Corp does
                  not, and the consummation of the transactions contemplated
                  hereby by it will not, constitute (i) subject to receipt of
                  any required regulatory approvals, a breach or violation of,
                  or a default under, any law, rule, or regulation or any
                  judgment, decree, order, governmental permit or license, to
                  which ACNB Corp (or any or its properties) is subject, which
                  breach, violation, or default would have a Material Adverse
                  Effect on it, or enable any person to enjoin the transactions,
                  (ii) a breach or violation of, or a default under ACNB Corp's
                  Articles of Incorporation, or Bylaws, or (iii) a breach or
                  violation of, or a default under (or an event which with due
                  notice or lapse of time or both would constitute a default
                  under), or result in the termination of, accelerate the
                  performance required by, or result in the creation of any
                  lien, pledge, security interest, charge, or other encumbrance
                  upon any of the properties or assets of ACNB Corp under any of
                  the terms, conditions, or provisions of any note, bond,
                  indenture, deed of trust, capital lease, security agreement,
                  loan agreement, or commitment for the borrowing of money, or
                  the deferred purchase price of assets, or other agreement,
                  instrument, or obligation to which ACNB Corp is a party, or to
                  which any of ACNB Corp's properties or assets may be bound, or
                  affected, except for any of the foregoing that, individually
                  or in the aggregate, would not have a Material Adverse Effect
                  on ACNB Corp or enable any person to enjoin the transactions;
                  and, the consummation of the transactions contemplated hereby
                  will not require any approval, consent or waiver under any
                  such law, rule, regulation, judgment, decree, order,
                  governmental permit or license or the approval, consent, or
                  waiver of any other party to any such agreement, indenture, or
                  instrument, other than (x) all required approvals, consents,
                  and waivers of governmental authorities, (y) any such
                  approval, consent, or waiver that already has been obtained,
                  and (z) any other approvals, consents, or waivers, the absence
                  of which, individually or in the aggregate, would not result
                  in a Material Adverse Effect on ACNB Corp or enable any person
                  to enjoin the transactions.

         4.12     NO UNDISCLOSED INFORMATION. No provision of this Section 4 or
                  any Annex, Schedule, or any document agreement furnished by
                  ACNB Corp contains any untrue statement of a Material fact, or
                  omits to state a Material fact necessary in order to make the
                  statement contained herein or therein in light of the
                  circumstances under which such statements were made, not
                  misleading.

         4.13     COMPLETE AND ACCURATE DISCLOSURE. Neither this Agreement
                  (insofar as it relates to ACNB Corp, ACNB Corp Common Stock
                  and ACNB Corp's involvement in the transactions contemplated
                  hereby) nor ACNB Corp's representations, warranties, or
                  covenants, nor any financial statement, schedule (including,
                  without limitation, the Exhibits, Annexes, and Schedules
                  attached hereto), certificate, or other statement or document
                  delivered by ACNB Corp to RIG in connection herewith, when
                  read together, contains any statement which, at the time and
                  in light of the circumstances under which it is made, is

                                       18
<PAGE>

                  incorrect, false, or misleading with respect to any Material
                  fact or omits to state any Material fact necessary to make the
                  statements contained herein or therein not false or
                  misleading.

                    SECTION 5. REPRESENTATIONS AND WARRANTIES
                         OF RIG AND THE RIG SHAREHOLDER

         RIG and the RIG Shareholder, on behalf of RIG and its subsidiaries and
affiliates, each represent and warrant jointly and severally to ACNB Corp and
Acquisition Subsidiary as follows:

         5.1      CORPORATE ORGANIZATION AND QUALIFICATION. The RIG Shareholder
                  is an adult individual and shareholder of RIG holding, in the
                  aggregate, 100% of the issued and outstanding shares of RIG
                  and owned as delineated in the name, number and percentages
                  set forth on Schedule 5.1. The RIG Shareholder has good and
                  marketable title to all of the issued and outstanding capital
                  stock of RIG free and clear of all encumbrances, contracts,
                  rights, options and assignments whatsoever. RIG is a
                  corporation duly incorporated, validly existing and in good
                  standing under the laws of the State of Maryland and is in
                  good standing as a foreign corporation in each jurisdiction
                  where the properties owned, leased or operated, or the
                  business conducted, by RIG requires such qualification, except
                  for the failure to qualify or be in good standing which, when
                  taken together with all other such failures, would not have a
                  Material Adverse Effect on RIG taken as a whole. RIG owns,
                  directly or indirectly, all of the issued and outstanding
                  shares, units, or interests of the subsidiaries listed on
                  Schedule 5.1 and each such subsidiary is in good standing.

         5.2      AUTHORIZED CAPITAL. The authorized capital stock of RIG
                  consists of 500 shares of RIG Common Stock, $0.00 par value
                  per share, of which 100 shares of RIG Common Stock are issued
                  and outstanding, and 0 shares of RIG Common Stock are held in
                  the treasury of RIG as of September 1, 2004. Except as
                  disclosed on Schedule 5.2, all of the outstanding shares of
                  capital stock of RIG have been duly authorized and are validly
                  issued, fully paid and nonassessable. No shares of RIG are
                  held in connection with a debt previously contracted. Except
                  to the extent that all of the RIG authorized shares have not
                  been issued, RIG does not have shares of capital stock
                  reserved for issuance. RIG does not have outstanding bonds,
                  debentures, notes or other obligations the holders of which
                  have the right to vote (or convertible into or exercisable for
                  securities having the right to vote) with shareholders on any
                  matter. The outstanding shares of capital stock of RIG have
                  not been issued in violation of any preemptive rights. There
                  are no outstanding subscriptions, options, warrants, rights,
                  convertible securities or other agreements or commitments of
                  any character relating to the issued or unissued capital stock
                  or other securities of RIG and there are no outstanding
                  agreements, restrictions, contracts, commitments or demands of
                  any character to which any RIG Shareholder or RIG is a party,
                  which relate to the transfer or restrict the transfer of any
                  shares of RIG Common Stock. Except as disclosed on Schedule
                  5.2, there are no shareholder agreements, understandings or
                  commitments relating to the right to vote or dispose of RIG
                  Common Stock. All shareholder agreements, understandings, or
                  commitments listed on Schedule 5.2 shall be terminated at or

                                       19
<PAGE>

                  prior to Closing. After the Effective Time, RIG will have no
                  obligation which is being assumed by ACNB Corp that will
                  result in any obligation to issue, transfer or sell any shares
                  of capital stock pursuant to any RIG Employee Plan (as defined
                  in Subsection 5.13).

         5.3      TITLE. Except as disclosed on Schedule 5.3, the RIG
                  Shareholder has good and marketable title to all of the issued
                  and outstanding capital stock of RIG free and clear of all
                  encumbrances, contracts, rights, options and assignments
                  whatsoever. Following the sale and transfer of the RIG Common
                  Stock by the RIG Shareholder to ACNB Corp in accordance with
                  the terms and subject to the conditions of this Agreement,
                  ACNB Corp shall have good and marketable title to the RIG
                  Shares free and clear of any and all valid claims, charges,
                  defenses, offsets, encumbrances of any kind or nature,
                  contracts, rights, options and assignments, except as created
                  by action of ACNB Corp.

         5.4      CORPORATE AUTHORITY. Subject only to approval of this
                  Agreement by the holders of the number of votes required by
                  RIG's Articles of Incorporation or Bylaws cast by all holders
                  of RIG Common Stock (without any minority, class or series
                  voting requirement), RIG has the requisite corporate power and
                  authority, and legal right, and has taken all corporate action
                  necessary in order to execute and deliver this Agreement and
                  to consummate the transactions applicable to RIG contemplated
                  hereby. This Agreement has been duly and validly executed and
                  delivered by RIG and the RIG Shareholder and constitutes the
                  valid and binding obligations of RIG and the RIG Shareholder
                  enforceable against them, in accordance with its terms, except
                  to the extent enforcement is limited by bankruptcy, insolvency
                  and other similar laws affecting creditors' rights or the
                  application by a court of equitable principles and subject to
                  compliance with all regulatory requirements and the execution
                  hereof by ACNB Corp and Acquisition Subsidiary. As of the date
                  of this Agreement, RIG and the RIG Shareholder know of no
                  reason why the regulatory approvals referred to in Subsection
                  8.1(2) should not be timely obtained.

         5.5      CONSENTS AND APPROVALS; NO VIOLATIONS. The execution, delivery
                  and performance of this Agreement by RIG and the RIG
                  Shareholder does not, and the consummation of the transactions
                  contemplated hereby by it will not, constitute (i) subject to
                  receipt of any required regulatory approvals, a breach or
                  violation of, or a default under, any law, rule or regulation
                  or any judgment, decree, order, governmental permit or
                  license, to which RIG (or any of its properties) is subject,
                  which breach, violation or default would have a Material
                  Adverse Effect on it, or enable any person to enjoin the
                  transactions, (ii) a breach or violation of, or a default
                  under RIG's Articles of Incorporation, or Bylaws, or (iii) a
                  breach or violation of, or a default under (or an event which
                  with due notice or lapse of time or both would constitute a
                  default under), or result in the termination of, accelerate
                  the performance required by, or result in the creation of any
                  lien, pledge, security interest, charge or other encumbrance
                  upon any of the properties or assets of RIG or of the RIG
                  Shareholder as an individual under any of the terms,


                                       20
<PAGE>

                  conditions or provisions of any note, bond, indenture, deed of
                  trust, capital lease, security agreement, loan agreement, or
                  commitment for the borrowing of money, or the deferred
                  purchase price of assets, or other agreement, instrument or
                  obligation to which the RIG Shareholder as individuals or RIG
                  is a party, or to which any of RIG's properties or assets may
                  be bound, or affected, except for any of the foregoing that,
                  individually or in the aggregate, would not have a Material
                  Adverse Effect on RIG or enable any person to enjoin the
                  transactions; and, the consummation of the transactions
                  contemplated hereby will not require any approval, consent or
                  waiver under any such law, rule, regulation, judgment, decree,
                  order, governmental permit or license or the approval, consent
                  or waiver of any other party to any such agreement, indenture
                  or instrument, other than (x) all required approvals, consents
                  and waivers of governmental authorities, (y) any such
                  approval, consent or waiver that already has been obtained,
                  and (z) any other approvals, consents or waivers, the absence
                  of which, individually or in the aggregate, would not result
                  in a Material Adverse Effect on RIG or enable any person to
                  enjoin the transactions.

         5.6      REPORTS AND FINANCIAL STATEMENTS.

                  (1)      Attached as Schedule 5.6(1) are copies of the
                           following financial statements, each of which
                           (including any related notes and schedules) presents
                           fairly, in all Material respects, the financial
                           condition and results of operations of RIG and do not
                           contain any untrue statements of Material fact or
                           omit any Material facts necessary in order to make
                           the statements contained therein misleading.

                           (i)      Balance Sheets and Profit and Loss
                                    Statements (the "RIG 2003 Financial
                                    Statements"), at December 31, 2003 and for
                                    the year then ended; and

                           (ii)     Updated monthly Balance Sheets and Profit
                                    and Loss Statements (the "RIG Monthly
                                    Reports") that RIG has provided to ACNB Corp
                                    since March 31, 2004 and those RIG Monthly
                                    Reports that RIG has or will have provided
                                    to ACNB Corp after the date hereof through
                                    the Closing Date.

                  (2)      RIG has provided ACNB Corp with copies of all
                           financial statements and other documents issued to
                           its shareholders after March 31, 2004, and will
                           provide ACNB Corp with copies of such statements and
                           documents issued after the date hereof, on or prior
                           to the Effective Time, and all reports and other
                           documents filed by it with any federal or state
                           authority during such period. RIG shall make
                           available for inspection by officials or
                           representatives of ACNB Corp all financial statements
                           prepared by RIG.

                                       21
<PAGE>

                  (3)      Except as disclosed on Schedule 5.6(3) or in the RIG
                           2003 Financial Statements, RIG had no Material
                           liability (whether accrued, absolute, contingent or
                           otherwise) which is required to be reflected, noted
                           or reserved against therein which is in any case or
                           in the aggregate Material. Since December 31, 2003
                           RIG has not incurred any such liability other than
                           liabilities of the same nature as those set forth in
                           the RIG 2003 Financial Statements, all of which have
                           been reasonably incurred in the ordinary course of
                           business.

                  (4)      The documents referred to in this Subsection 5.6, or
                           to be contained in any financial statement, document
                           or other written materials provided to ACNB Corp as
                           required by Subsection 5.6, as of the date of such
                           document or other materials, contained, or as to
                           documents or other materials to be delivered after
                           the date hereof will not contain, any untrue
                           statement of Material fact, or, at the date thereof,
                           omit to state a Material fact necessary in order to
                           make the statements contained therein, in light of
                           the circumstances under which such statements will be
                           made, misleading; provided, however, that information
                           as of a later date shall be deemed to modify
                           information as of any earlier date.

         5.7      ABSENCE OF CERTAIN CHANGES OR EVENTS; UNDISCLOSED LIABILITIES.

                  (1)      As of June 30, 2004, RIG's liabilities do not exceed
                           $1,139,705 and as of June 30, 2004, each liability
                           and the creditor's name is listed on Schedule 5.7.
                           Since June 30, 2004, RIG has not: (i) incurred any
                           liability Material to RIG on a consolidated basis,
                           except in the ordinary course of its business,
                           consistent with past practices; (ii) suffered a
                           change, or any event involving a prospective change,
                           in the business, assets, financial condition, or
                           results of operations of RIG which has had, or is
                           reasonably likely to have, individually or in the
                           aggregate, a Material Adverse Effect, (other than as
                           a result of changes or proposed changes in federal or
                           state regulations of general applicability or
                           interpretations thereof, changes in generally
                           accepted accounting principles, and changes that
                           could, under the circumstances, reasonably have been
                           anticipated in light of disclosures made in writing
                           by RIG to ACNB Corp pursuant hereto); or (iii)
                           subsequent to the date hereof, except as permitted by
                           Subsection 6.1 hereof, conducted its business and
                           operations other than in the ordinary course of
                           business and consistent with past practices.

                   (2)     RIG has no liability (and RIG is not aware of any
                           basis for any present or future action, suit,
                           proceeding, hearing, investigation, charge,
                           complaint, claim, or demand against any of them
                           giving rising to any liability) which individually is
                           or in the aggregate are reasonably likely to have a
                           Material Adverse Effect on RIG except as listed on
                           the RIG 2003 Financial Statements or on Schedules
                           5.6, 5.7 or 5.9.

                                       22
<PAGE>

         5.8      TAXES.

                  (1)      RIG has timely filed all federal, state, county and
                           local Tax Returns in respect of Taxes. Each such Tax
                           Return is complete and accurate in all Material
                           respects. RIG has paid all taxes owed or owing. No
                           waivers of statutes of limitations, and no agreement
                           relating to assessment or collection, are in effect
                           in respect of any Taxes. There are no claims pending
                           against RIG for the alleged deficiency in the payment
                           of any Taxes, and RIG does not know of any pending or
                           threatened audits, investigations or claims for
                           unpaid Taxes or relating to any liability in respect
                           of Taxes.

                  (2)      As of the date of this Agreement, RIG has made
                           available to ACNB Corp true and correct copies of all
                           income, franchise, capital and other Tax Returns
                           filed by RIG for all taxable years or periods for
                           which the relevant statute of limitations has not
                           expired. RIG is not a party to any tax allocation or
                           sharing agreement, is not or has not been a member of
                           an affiliated group filing consolidated or combined
                           Tax Returns or otherwise has any tax liability for
                           the Taxes of any Person (other than RIG). No closing
                           agreements, private letter rulings, technical advice
                           memoranda or similar agreements or rulings have been
                           entered into or issued by any taxing authority with
                           respect to RIG.

                  (3)      The provision for current Taxes payable reflected in
                           "Other Liabilities" in the RIG Financial Statements,
                           as of the date hereof and as of the Effective Time,
                           is and will be adequate to cover all Taxes that may
                           become due and payable (based upon the accrual method
                           of accounting) by RIG in future periods (i) in
                           respect of all transactions, sales or services
                           occurring or performed on or prior to the Effective
                           Date, which by virtue of tax or accounting treatment
                           will not be payable until subsequent to such date, or
                           (ii) in respect of deductions, costs or other
                           allowances taken for federal income tax purposes
                           which RIG accountants have reason to believe are
                           likely to be disallowed by the IRS if audited by such
                           Service.

                  (4)      No consent has been filed relating to RIG pursuant
                           to Section 341(f) of the Code of 1986.

         5.9      LITIGATION. Except as set forth on Schedule 5.9, as of the
                  date of this Agreement, (i) there is no action, suit,
                  judicial, or administrative proceeding, arbitration or
                  investigation pending or to RIG's Knowledge threatened against
                  or involving RIG or any RIG Shareholder or any of their
                  properties or rights, before any court, arbitrator, or
                  administrative or governmental body; (ii) there is no
                  judgment, decree, injunction, rule, or order of any court,
                  governmental department, commission, agency, instrumentality,
                  or arbitrator outstanding against RIG or any of the RIG
                  Shareholder; and (iii) RIG and its Shareholders are not in
                  violation of any term of any judgments, decrees, injunctions,

                                       23
<PAGE>

                  or orders outstanding against them, except to the extent that
                  such events, violations or incidents set forth in (i) through
                  (iii) above in the aggregate would not have a Material Adverse
                  Effect on RIG. RIG will furnish to ACNB Corp prior to the
                  Closing, in writing, a description of all litigation, actions,
                  suits, proceedings, arbitrations, investigations known to it,
                  judgments, decrees, injunctions or orders pending; or to its
                  Knowledge, threatened against or involving RIG or any of the
                  RIG Shareholder, or any of their properties or rights as of
                  the date hereof.

         5.10     ABSENCE OF REGULATORY ACTIONS.  RIG is not subject to any
                  federal or state governmental actions by any authority
                  charged with the supervision or regulation of insurance
                  agencies or insurance producers, agents or brokers.

         5.11     CONTRACTS.

                  (1)      Each of the Material Contracts, instruments,
                           mortgages, notes, security agreements, leases,
                           agreements, or understandings, whether written or
                           oral, to which RIG or any of the RIG Shareholder is a
                           party that relates to or affects the assets or
                           operations of RIG or to which RIG or any of the RIG
                           Shareholder or their respective assets or operations
                           may be bound or subject is a valid and binding
                           obligation of RIG and is in full force and effect
                           (with respect to RIG), except for where the failure
                           to be in full force and effect would not,
                           individually or in the aggregate, have a Material
                           Adverse Effect. Schedule 5.11 sets forth a complete
                           description of all Material Contracts.

                  (2)      Except for this Agreement and any contract listed on
                           Schedule 5.11, neither RIG nor the RIG Shareholder is
                           a party to any oral or written (i) consulting
                           agreement not terminable on 30 days' or less notice
                           involving the payment of more than $15,000 per annum,
                           in the case of any such agreement with an individual;
                           (ii) joint venture agreement; (iii) noncompetition or
                           similar agreements that restricts RIG or any of the
                           RIG Shareholder from engaging in a line of business;
                           (iv) with any executive officer or other employee of
                           RIG or any subsidiary the benefits of which are
                           contingent, or the terms of which are Materially
                           altered, upon the occurrence of a transaction
                           involving RIG of the nature contemplated by this
                           Agreement and which provides for the payment of in
                           excess of $15,000; (v) agreement with respect to any
                           executive officer of RIG providing any term of
                           employment or compensation guaranty in excess of
                           $15,000 per annum; or (vi) agreement or plan,
                           including any stock option plan, stock appreciation
                           rights plan, restricted stock plan, or stock purchase
                           plan, any of the benefits of which shall be
                           increased, or the vesting of the benefits of which
                           shall be accelerated, by the occurrence of any of the
                           transactions contemplated by this Agreement or the
                           value of any of the benefits of which shall be
                           calculated on the basis of any of the transactions
                           contemplated by this Agreement.

                                       24
<PAGE>

         5.12     LABOR AND EMPLOYMENT MATTERS.

                  (1)      RIG and the RIG Shareholder are and have been in
                           compliance in all Material respects with all
                           applicable laws respecting employment and employment
                           practices, terms, and conditions of employment and
                           wages and hours, including, such laws respecting
                           employment discrimination, equal opportunity,
                           affirmative action, worker's compensation,
                           occupational safety, and health requirements and
                           unemployment insurance and related matters, and are
                           not engaged in and have not engaged in any unfair
                           labor practice;

                  (2)      RIG and the RIG Shareholder have not received notice,
                           correspondence, or oral or written indication or
                           communication of, nor to the Knowledge of RIG or the
                           RIG Shareholder, RIG is not subject to, any
                           investigation or review by or before any governmental
                           entity concerning any violations of any such
                           applicable labor or employment laws, and, to the
                           Knowledge of RIG, there is no such investigation
                           threatened nor has any such investigation occurred
                           during the last three years, nor has any governmental
                           entity provided any notice to RIG or otherwise
                           asserted an intention to conduct any such
                           investigation;

                  (3)      there is no labor strike, dispute, slowdown, or
                           stoppage actually pending or threatened against RIG;

                  (4)      no union representation question or union
                           organizational activity exists respecting the
                           employees of RIG;

                  (5)      no collective bargaining agreement exists which is
                           binding on RIG;

                  (6)      RIG has not experienced any work stoppage or other
                          labor difficulty; and

                  (7)      except as described on Schedule 5.12(7), in the event
                           of termination of the employment of any of the
                           current officers, directors, employees, or agents of
                           RIG, RIG, pursuant to any agreement or by reason of
                           anything done prior to the Effective Time by RIG or
                           any of the RIG Shareholder, will not be liable to any
                           of such officers, directors, employees, or agents for
                           so-called "severance pay", retention bonuses, change
                           of control or other bonuses, or any other similar
                           payments or benefits, including, without limitation,
                           post-employment healthcare (other than pursuant to
                           COBRA) or insurance benefits, except to the extent
                           that any matter in Clauses (1), (2) and (6) could
                           reasonably be expected individually or in the
                           aggregate to have a Material Adverse Effect on RIG.

         5.13     EMPLOYEE BENEFIT PLANS. Schedule 5.13 contains a complete list
                  of all pension, retirement, stock option, stock purchase,
                  stock ownership, savings, stock appreciation right, profit


                                       25
<PAGE>

                  sharing, deferred compensation, consulting, bonus, change of
                  control, group insurance, severance and other employee
                  benefits, incentive and welfare policies, contracts, plans and
                  arrangements, and all trust agreements related thereto, in
                  respect to any of RIG's present or former directors, officers
                  or other employees (hereinafter referred to collectively as
                  the "Employee Plans").

                  (1)      All of the Employee Plans comply in all Material
                           respects with all applicable requirements of the
                           Employee Retirement Income Security Act of 1974, as
                           amended ("ERISA"), the Code and other applicable
                           laws; it has not engaged in a "prohibited
                           transaction" (as defined in Section 406 of ERISA or
                           Section 4975 of the Code) with respect to any
                           Employee Plan which is likely to result in any
                           Material penalties, taxes or other events under
                           Section 502(i) of ERISA or Section 4975 of the Code
                           which would have a Material Adverse Effect on it.

                  (2)      No liability to the Pension Benefit Guaranty
                           Corporation has been or is expected by it to be
                           incurred with respect to any Employee Plan which is
                           subject to Title IV of ERISA ("Pension Plan"), or
                           with respect to any "single-employer plan" (as
                           defined in Section 4001 (a)(15) of ERISA) currently
                           or formerly maintained by it or any entity which is
                           considered one employer with RIG under Section 4001
                           of ERISA or Section 414 of the Code (an "ERISA
                           Affiliate").

                  (3)      No Pension Plan or single-employer plan of an ERISA
                           Affiliate had an "accumulated funding deficiency" (as
                           defined in Section 302 of ERISA (whether or not
                           waived)) as of the last day of the end of the most
                           recent plan year ending prior to the date hereof; all
                           contributions to any Pension Plan or single-employer
                           plan of an ERISA Affiliate that were required by
                           Section 302 of ERISA and were due prior to the date
                           hereof have been made on or before the respective
                           dates on which such contributions were due; the fair
                           market value of the assets of each Pension Plan or
                           single-employer plan of an ERISA Affiliate exceeds
                           the present value of the "benefit liabilities" (as
                           defined in Section 4001(a)(16) of ERISA) under such
                           Pension Plan or single employer plan of an ERISA
                           Affiliate as of the end of the most recent plan year
                           with respect to the respective Pension Plan or
                           single-employer plan of an ERISA Affiliate ending
                           prior to the date hereof, calculated on the basis of
                           the actuarial assumptions used in the most recent
                           actuarial valuation for such Pension Plan or
                           single-employer plan of an ERISA Affiliate as of the
                           date hereof; and no notice of a "reportable event"
                           (as defined in Section 4043 of ERISA) for which the
                           30-day reporting requirement has not been waived has
                           been required to be filed for any Pension Plan or
                           single-employer plan of an ERISA Affiliate within the
                           12-month period ending on the date hereof.

                                       26
<PAGE>

                  (4)      Neither has it provided, nor is it required to
                           provide, security to any Pension Plan or to any
                           single-employer plan of an ERISA Affiliate pursuant
                           to Section 401(a)(29) of the Code.

                  (5)      Neither it nor any ERISA Affiliate has contributed to
                           any "multi-employer plan," as defined in Section
                           3(37) of ERISA, on or after September 26, 1980.

                  (6)      Each Employee Plan of it which is an "employee
                           pension benefit plan" (as defined in Section 3(2) of
                           ERISA) and which is intended to be qualified under
                           Section 401(a) of the Code (a "Qualified Plan") has
                           received a favorable determination letter from the
                           Internal Revenue Service ("IRS") covering the
                           requirements of the Tax Equity and Fiscal
                           Responsibility Act of 1982, the Retirement Equity Act
                           of 1984 and the Deficit Reduction Act of 1984 and the
                           Tax Reform Act of 1986; it is not aware of any
                           circumstances likely to result in revocation of any
                           such favorable determination letter; each such
                           Employee Plan has been amended to reflect the
                           requirements of subsequent legislation applicable to
                           such plans; and each Qualified Plan has complied at
                           all relevant times in all Material respects with all
                           applicable requirements of Section 401(a) of the
                           Code.

                  (7)      Neither it nor any ERISA Affiliate has committed any
                           act or omission or engaged in any transaction that
                           has caused it to incur, or created a Material risk
                           that it may incur, liability for any excise tax under
                           Sections 4971 through 4980B of the Code, other than
                           excise taxes which heretofore have been paid and
                           fully reflected in its financial statements.

                  (8)      There is no pending or threatened litigation,
                           administrative action or proceeding relating to any
                           Employee Plan, other than routine claims for
                           benefits.

                  (9)      There has been no announcement or legally binding
                           commitment by it to create an additional Employee
                           Plan, or to amend an Employee Plan, except for
                           amendments required by applicable law which do not
                           Materially increase the cost of such Employee Plan,
                           and, except as disclosed on Schedule 5.13 hereto, it
                           does not have any obligations for retiree health and
                           life benefits under any Employee Plan that cannot be
                           terminated without incurring any liability
                           thereunder.

                  (10)     The execution and delivery of this Agreement and the
                           consummation of the transactions contemplated hereby
                           will not result in any payment or series of payments
                           by RIG to any person which is an "excess parachute
                           payment" (as defined in Section 280G of the Code)
                           under any Employee Plan, increase any benefits
                           payable under any Employee Plan, or accelerate the
                           time of payment or vesting of any such benefit.

                                       27
<PAGE>

                  (11)     All annual reports have been filed timely with
                           respect to each Employee Plan, it has made available
                           to ACNB Corp a true and correct copy of (i) reports
                           on the applicable form of the Form 5500 series filed
                           with the IRS for plan years beginning after 1996,
                           (ii) such Employee Plan, including amendments
                           thereto, (iii) each trust agreement and insurance
                           contract relating to such Employee Plan, including
                           amendments thereto, (iv) the most recent summary plan
                           description for such Employee Plan, including
                           amendments thereto, if the Employee Plan is subject
                           to Title I of ERISA, (v) the most recent actuarial
                           report or valuation if such Employee Plan is a
                           Pension Plan and (vi) the most recent determination
                           letter issued by the IRS if such Employee Plan is a
                           Qualified Plan.

                  (12)     Except as disclosed on Schedule 5.13 hereto, there
                           are no retiree health benefit plans except as
                           required to be maintained by COBRA.

         5.14     TITLE TO ASSETS.

                  (1)      RIG does not own any real property. RIG has good and
                           marketable title, free and clear of all liens and
                           encumbrances, to all other property and assets,
                           tangible and intangible, reflected in the RIG 2003
                           Financial Statements or purported to have been
                           acquired by it since the date thereof except liens
                           for taxes or assessments not delinquent, and such
                           other liens and encumbrances and imperfections of
                           title as do not Materially affect the value of such
                           property or as reflected in the RIG 2003 Financial
                           Statements and which do not interfere with or impair
                           its present and continued use. All real properties
                           leased or operated by the RIG Shareholder (the "RIG
                           Shareholder Real Property") that are Material to the
                           business, operations or financial condition of RIG
                           are in substantially good operating condition and
                           repair (ordinary wear and tear excepted). None of the
                           Material structures on the RIG Shareholder Real
                           Property encroaches upon real property of another
                           Person, and no structure of any Person encroaches
                           upon the RIG Shareholder Real Property. The RIG
                           Shareholder Real Property and its continued use,
                           occupancy and operation as currently used, occupied
                           and operated does not in any Material respect
                           constitute a nonconforming use under any applicable
                           law, statute, ordinance, code, order, regulation or
                           standard.

                  (2)      All properties held by RIG under leases are held by
                           it under valid, binding and enforceable leases
                           (subject to applicable bankruptcy, insolvency,
                           reorganization, fraudulent conveyance, moratorium and
                           similar laws affecting creditors' rights generally
                           and subject, as to enforceability, to general
                           principles of equity), with such exceptions as are
                           not Material and do not interfere with the conduct of
                           its business, as the case may be, and it enjoys quiet
                           and peaceful possession of such leased properties.
                           RIG, and to its Knowledge any third party, is not in
                           default in any Material respect under any Material

                                       28
<PAGE>

                           lease, agreement or obligation regarding RIG's
                           properties or to which RIG is a party or by which it
                           is bound.

         5.15     COMPLIANCE WITH APPLICABLE LAWS.

                  (1)      RIG and each RIG Shareholder and employee holds all
                           licenses, permits, and governmental authorizations
                           necessary for the lawful conduct of its business, and
                           to the Knowledge of RIG and the RIG Shareholder, the
                           business of RIG is not being conducted in violation
                           of, any provision of any federal, state, local, or
                           foreign statute, law, ordinance, rule, regulation,
                           judgment, decree, order, concession, grant,
                           franchise, permit or license, or other governmental
                           authorization or approval applicable to RIG or any
                           RIG Shareholder, officer, director or employee except
                           for such licenses, permits or governmental
                           authorizations, the failure of which, and violations
                           which, would not have in the aggregate a Material
                           Adverse Effect on RIG.

                  (2)      (i) Where required or advisable, RIG and each RIG
                           Shareholder, officer, director and employee, is duly
                           registered as an insurance producer, agent or broker
                           (or in a similar capacity) with all appropriate
                           governmental authorities, and each such registration
                           is in full force and effect except where the failure
                           to do so would not reasonably be expected to have a
                           Material Adverse Effect; and (ii) except where the
                           failure to so register, when aggregated with all
                           other such failures, would not reasonably be expected
                           to have a Material Adverse Effect on RIG. Schedule
                           5.15(2) sets forth the list of each RIG Shareholder,
                           officer, director and employee that acts or has acted
                           as an insurance producer, agent or broker in the
                           United States or otherwise within the past five
                           years. RIG has made available to ACNB Corp its
                           current compliance manual and any other supervisory
                           and compliance policies and procedures, as
                           applicable.

                  (3)      RIG has been duly authorized by all applicable state
                           insurance regulatory authorities to issue the
                           insurance policies that it is currently writing in
                           the respective states in which it conducts its
                           business, except for authorizations the failure to
                           have which would not, individually or in the
                           aggregate, have a Material Adverse Effect. RIG has
                           all other Material licenses, permits, consents,
                           approvals and authorizations of any governmental
                           entity ("Permits") necessary to conduct its business
                           in the manner and in the jurisdictions in which it is
                           presently being conducted, and all such Permits are
                           valid and in full force and effect, except where the
                           failure to have such a Permit or the invalidity or
                           ineffectiveness thereof would not, individually or in
                           the aggregate, have a Material Adverse Effect.

                  (4)      RIG has made (or in the case of filings after the
                           date hereof, will make) available to ACNB Corp true
                           and complete copies of (i) all filings made by RIG

                                       29
<PAGE>

                           with any insurance regulatory agency within the past
                           two years, (ii) all inspection reports related to RIG
                           provided by any governmental authority during the
                           past four years and (iii) all Material correspondence
                           relating to any inquiry or investigation by a
                           governmental authority relating to RIG provided to
                           RIG since December 31, 2003.

         5.16     BROKERS. Except as set forth on Schedule 5.16, neither RIG nor
                  any of its officers, directors, employees or agents have
                  employed any broker or finder or incurred any liability for
                  any financial advisory fees, brokerage fees, commissions, or
                  finder's fees, and no broker or finder has acted directly or
                  indirectly for it in connection with this Agreement or the
                  transactions contemplated hereby.

         5.17     ENVIRONMENTAL MATTERS.

                  To the Knowledge of RIG's management and the RIG Shareholder:

                  (1)      RIG has not been, nor is, in violation of or liable
                           under any Environmental Law.

                  (2)      RIG and the RIG Shareholder have no Knowledge that
                           any environmental contaminant, pollutant, toxic or
                           hazardous waste or other similar substance has been
                           generated, used, stored, processed, disposed of or
                           discharged onto any of the real estate now or
                           previously owned or acquired (including, without
                           limitation, any real estate acquired by means of
                           foreclosure or exercise of any other creditor's
                           right) or leased by RIG. In particular, without
                           limiting the generality of the foregoing sentence,
                           RIG and the RIG Shareholder have no Knowledge that:
                           (i) any materials containing asbestos have been used
                           or incorporated in any building or other structure or
                           improvement located on any of the real estate now or
                           previously owned or acquired (including, without
                           limitation, any real estate acquired by means of
                           foreclosure or exercise of any other creditor's
                           right) or leased by RIG; (ii) any electrical
                           transformers, fluorescent light fixtures with
                           ballasts or other equipment containing PCB's are or
                           have been located on any of the real estate now or
                           previously owned or acquired (including, without
                           limitation, any real estate acquired by means of
                           foreclosure or exercise of any other creditor's
                           right) or leased by RIG; (iii) any underground
                           storage tanks for the storage of gasoline, petroleum
                           products or other toxic or hazardous substances are
                           or have ever been located on any of the real estate
                           now or previously owned or acquired (including,
                           without limitation, any real estate acquired by means
                           of foreclosure or exercise of any other creditor's
                           right) or leased by RIG.


                                       30
<PAGE>

                  (3)      There is no legal, administrative, arbitration or
                           other proceeding, claim, action, cause of action or
                           governmental investigation of any nature seeking to
                           impose, or that, to the Knowledge of RIG and the RIG
                           Shareholder, could result in the imposition on RIG of
                           any liability arising under any local, state or
                           federal environmental statute, regulation or
                           ordinance including, without limitation, the
                           Comprehensive Environmental Response, Compensation
                           and Liability Act of 1980, as amended, pending or
                           threatened against RIG; to the Knowledge of RIG and
                           the RIG Shareholder, there is no reasonable basis for
                           any such proceeding, claim, action or governmental
                           investigation; and RIG is not subject to any
                           agreement, order, judgment, decree or memorandum by
                           or with any court, governmental authority, regulatory
                           agency or third party imposing any such liability.

         5.18     ADDITIONAL TAX MATTERS. RIG is, and has been at all times
                  since August 1, 1979, an "S" corporation within the meaning of
                  Code Section 1361(a). A valid election under Code Section 1362
                  (and a comparable election under state or local law in each
                  jurisdiction where RIG is required to file Tax Returns and
                  reports that provides for such an election) has been in effect
                  with respect to RIG at all times since August 1, 1979. The RIG
                  Shareholder has filed, in a timely fashion, with each of the
                  IRS and any other applicable state taxing authority, to the
                  extent required by law, a consent to such "S" corporation
                  election with respect to RIG. RIG has not been, and will not
                  be, subject to Tax under Code Section 1374 or 1375 (or any
                  comparable provision of state or local law) for any period
                  prior to Closing. Further, except to the extent provided and
                  accrued in the provision for Taxes reflected on RIG's
                  Financial Statements, no additional federal, state or local
                  Tax liability will accrue to ACNB Corp for that portion of tax
                  year 2004 occurring prior to the Effective Time. The federal,
                  state and local allocable share of income to the shareholder
                  of RIG has been or will be accurately and completely stated on
                  the Forms K-1 issued by RIG to the shareholder for the tax
                  years since inception and through the Effective Time.

         5.19     INSURANCE. RIG maintains insurance policies, including errors
                  and omissions, directors and officers, and fire and casualty
                  policies, in such amounts as is customary and necessary for
                  RIG to conduct its business. All policies of insurance
                  insuring RIG or its business, assets, employees, officers,
                  shareholders and directors are in full force and effect. As of
                  the date hereof, there are no claims by RIG or any RIG
                  officer, director, employee, or shareholder under any such
                  policy or instrument as to which any insurance company is
                  denying liability or defending under a reservation of rights
                  clause. At Closing, all RIG insurance policies will continue
                  in full force and effect. Schedule 5.19 lists all of RIG's
                  insurance policies.

         5.20     DIVIDENDS AND DISTRIBUTIONS. The only dividends or other
                  distributions which RIG has made on its capital stock since
                  January 31, 2003, are set forth on Schedule 5.20.

                                       31
<PAGE>

         5.21     BOOKS AND RECORDS. RIG's books and records have been, and are
                  being, maintained in accordance with applicable legal,
                  regulatory and accounting requirements and reflect in all
                  Material respects the substance of events and transactions
                  that should be included therein.

         5.22     POLICY HOLDERS. Schedule 5.22(1) sets forth, as of August 31,
                  2004,the names of all of RIG's policyholders. Except as
                  otherwise listed on Schedule 5.22(2), RIG has not received any
                  notices or otherwise has any Knowledge that any policy holder
                  (x) has ceased, or will cease, to use the products, goods or
                  services of RIG, (y) has substantially reduced or will
                  substantially reduce its use of the products, goods or
                  services of RIG or (z) has sought, or is seeking, to
                  Materially reduce the price it will pay for the products,
                  goods or services of RIG, including in each case after the
                  consummation of the transactions contemplated hereby, which
                  would in the aggregate have a Material Adverse Effect. To RIG
                  and the RIG Shareholder's Knowledge, no policyholder has
                  otherwise threatened to take any action described in the
                  immediately preceding sentence due to the consummation of the
                  transactions contemplated by this Agreement or any of the
                  ancillary agreements.

         5.23     COMPLETE AND ACCURATE DISCLOSURE. Neither this Agreement
                  (insofar as it relates to RIG, RIG Common Stock and the RIG
                  Shareholder's involvement in the transactions contemplated
                  hereby) nor RIG's representations, warranties or covenants,
                  nor any financial statement, schedule (including, without
                  limitation, the Exhibits, Annexes and Schedules attached
                  hereto), certificate, or other statement or document delivered
                  by RIG to ACNB Corp in connection herewith, when read
                  together, contains any statement which, at the time and in
                  light of the circumstances under which it is made, is
                  incorrect, false or misleading with respect to any Material
                  fact or omits to state any Material fact necessary to make the
                  statements contained herein or therein not false or
                  misleading.

         5.24     ABSENCE OF QUESTIONABLE PAYMENTS. From and after December 31,
                  2003 RIG has not, nor has any RIG Shareholder, director,
                  officer, agent, employee, consultant or other person
                  associated with or acting on behalf of RIG (1) used any RIG
                  corporate funds for unlawful contributions, gifts,
                  entertainment or unlawful expenses relating to political
                  activity; or (2) made any direct or indirect unlawful payments
                  to governmental officials from any RIG corporate funds, or
                  established or maintained any unlawful or unrecorded accounts
                  with funds received from RIG.

         5.25     POWERS OF ATTORNEY; GUARANTEES. Except as disclosed in
                  Schedule 5.25, neither RIG nor its officers, directors,
                  shareholders or affiliates have any power of attorney
                  outstanding, or any obligation or liability, actual,
                  constructive or contingent, as guarantor, surety, cosigner,
                  endorser, co-maker or indemnitor in respect of the obligation
                  of any person, corporation, partnership, joint venture,
                  association, organization or other entity that would in any
                  way obligate RIG, impair the assets of RIG, affect the ability
                  of the RIG shareholder to perform any obligations hereunder or
                  Materially impair RIG to operate it's business in compliance
                  with applicable laws.

                                       32
<PAGE>

         5.26     OWNED SOFTWARE. The current software applications used by RIG
                  in the operation of its business are set forth and described
                  on Schedule 5.26 (the "Software"). To the extent that any of
                  the Software has been designed or developed by RIG's
                  management information or development staff or by consultants
                  on RIG's behalf, RIG has complete rights to and ownership of
                  such Software, including possession of, or ready access to,
                  the source code for such Software in its most recent version.
                  No part of any such Software infringes upon the software of
                  any other person or entity, or violates or infringes upon any
                  common law or statutory rights of any other person or entity,
                  including, without limitation, rights relating to defamation,
                  contractual rights, copyrights, trade secrets, and rights of
                  privacy or publicity. RIG has not sold, assigned, licensed,
                  distributed or in any other way disposed of or encumbered any
                  of the Software.

         5.27     LICENSED SOFTWARE. The Software, to the extent it is licensed
                  from any third party licensor or constitutes "off-the-shelf"
                  software, is held by RIG legitimately and is fully
                  transferable hereunder without any third party consent. All of
                  RIG's computer hardware has legitimately licensed software
                  installed therein.

         5.28     NO ERRORS; NONCONFORMITY. To the Knowledge of RIG's
                  management, the Software is free from any significant defect
                  or programming or documentation error, operates and runs in a
                  reasonable and efficient business manner, conforms to the
                  stated specifications thereof, and, with respect to owned
                  Software, the applications can be recreated from their
                  associated source codes.

         5.29     NO BUGS OR VIRUSES. RIG has not knowingly altered its data, or
                  any Software or supporting software that may, in turn, damage
                  the integrity of the data, stored in electronic, optical, or
                  magnetic or other form. RIG has no Knowledge of the existence
                  of any bugs or viruses with respect to the Software.

         5.30     DOCUMENTATION. RIG has furnished ACNB Corp with true and
                  accurate copies of all documentation (end user or otherwise)
                  relating to the use, maintenance and operation of the Software
                  and as to the Software owned by RIG, the source code.

         5.31     OTHER NAMES. The legal name of RIG is as set forth in the
                  introductory paragraph of this Agreement and within the
                  preceding 5 years RIG has not used, and RIG currently does not
                  use, any trade names, fictitious names, assumed names or
                  "doing business as" names except for the "RIG."

         5.32     PLACES OF BUSINESS. The principal executive offices of RIG are
                  in Westminster, Maryland and the offices where RIG keeps its
                  records are in Westminster, Maryland. There is an additional
                  sales office located in Timonium, Maryland.

                                       33
<PAGE>

         5.33     INTELLECTUAL PROPERTY.
                  ---------------------

                  (1)      Except to the extent that any inaccuracy of any of
                           the following (or the circumstances giving rise to
                           such inaccuracy), in the aggregate, would not
                           reasonably be expected to have a Material Adverse
                           Effect on RIG: (i) RIG owns, or is licensed or
                           otherwise has the legally enforceable right to use
                           (in each case, clear of any liens or encumbrances of
                           any kind), all Intellectual Property (as hereinafter
                           defined) used in or necessary for the conduct of its
                           business as currently conducted; (ii) no claims are
                           pending or, to the Knowledge of RIG, threatened that
                           RIG is infringing on or otherwise violating the
                           rights of any person with regard to any Intellectual
                           Property used by, owned by, and/or licensed to RIG;
                           (iii) as of the date of this Agreement, to the
                           Knowledge of RIG, no person is infringing on or
                           otherwise violating any right of RIG with respect to
                           any Intellectual Property owned by and/or licensed to
                           RIG; and (iv) as of the date of this Agreement, RIG
                           has not received any notice of any claim challenging
                           the ownership or validity of any Intellectual
                           Property owned by RIG or challenging RIG's license or
                           legally enforceable right to use any Intellectual
                           Property licensed by it.

                  (2)      Schedule 5.33(2) sets forth the complete list of
                           Intellectual Property owned by RIG and any claims or
                           causes of action arising out of related to any
                           infringement or misappropriate of any Intellectual
                           Property.

         5.34     ACCOUNTS RECEIVABLE. Except to the extent that any inaccuracy
                  would not reasonably be expected to have a Material Adverse
                  Effect on RIG, all accounts receivable of RIG are reflected
                  properly on their books and records, are valid receivables
                  subject to no setoffs or counterclaims, are current and
                  collectible, and will be collected in accordance with the
                  terms at the recorded amounts, subject only to the reserve for
                  bad debts set forth on the face of the RIG 2003 Financial
                  Statements as adjusted for passage of time with the Effective
                  Time in accordance with past custom and practice of RIG.

         5.35     ACCOUNTS PAYABLE. Except to the extent that any inaccuracy
                  would not reasonably be expected to have a Material Adverse
                  Effect on RIG, all accounts payable of RIG are reflected
                  properly on their books and records, are valid, current
                  payables and will be paid in accordance with the terms at the
                  recorded amounts.

         5.36     NO LIENS. All of the assets, both tangible and intangible of
                  RIG, except as set forth on Schedule 5.36 are and will be free
                  and clear of any security interests, liens, claims, charges or
                  other encumbrances of any nature.

         5.37     NO UNDISCLOSED INFORMATION. No provision of this Section 5 or
                  any annex, schedule or any document agreement furnished by RIG
                  contains any untrue statement of a Material fact, or omits to
                  state a Material fact necessary in order to make this
                  statement contained herein or therein in light of the

                                       34

<PAGE>

                  circumstances under which such statements were made, not
                  misleading. No pre-closing investigation of RIG and its assets
                  for its business shall relieve the RIG Shareholder of their
                  indemnification and obligation under this Agreement.

         5.38     REQUIRED VOTE OF RIG SHAREHOLDER. The unanimous consent of the
                  holders of the outstanding shares of RIG Common Stock
                  approving the transactions contemplated by this Agreement has
                  been executed and delivered to ACNB Corp as of the date of
                  this Agreement. No other vote of the shareholders of RIG is
                  required by law, the Articles of Incorporation or Bylaws of
                  RIG or otherwise in order for RIG to consummate the
                  transactions contemplated hereby.

         5.39     ASSUMABILITY OF CONTRACTS AND LEASES. Except as disclosed on
                  Schedule 5.39, all contracts between RIG and any other entity
                  or person are assumable and assignable and do not contain any
                  term or provision that would accelerate or increase payments
                  that would otherwise be due by RIG to such person or entity,
                  or change or modify the provisions or terms of such leases,
                  contracts and agreements by reason of this Agreement or the
                  transactions contemplated hereby. Each lease pursuant to which
                  RIG, as lessee, leases real or personal property is valid and
                  in effect in accordance with its respective terms, and there
                  is not, under any of such leases, on the part of the lessee
                  any Material existing default or any event which with notice
                  or lapse of time, or both, would constitute such a default,
                  other than defaults which would not individually or in the
                  aggregate have a Material Adverse Effect on the financial
                  condition, business, prospects, or operating results of RIG.

         5.40     REAL PROPERTY. RIG does not own any real property or interests
                  in real property, other than the leasehold interest in the
                  corporate offices. RIG has delivered to ACNB Corp complete
                  copies of all operative documents with respect to the rights
                  of RIG as to the leased properties. The leases are in full
                  force and effect and are valid and enforceable in accordance
                  with their terms. Neither the landlords, RIG nor the RIG
                  Shareholder are in default, technical or otherwise with
                  respect to their obligation pursuant to any lease and RIG has
                  not received any notices from the landlords or any
                  governmental agency that would prevent RIG from operating its
                  business at any of the leased properties.

         5.41     DISASTER RECOVERY/BACKUP SITE PLAN. RIG maintains a disaster
                  recovery plan and maintains backup files and all other backup
                  systems as required by any regulatory agencies, to implement
                  such disaster recovery plan so as to reasonably provide for
                  conducting its business promptly and in a timely manner in the
                  event of a disaster.

         5.42     FEES AND EXPENSES. Schedule 5.42 delineates all RIG fees and
                  expenses, including all attorney, accountant, advisory, and
                  brokers fees, in connection with the transactions contemplated
                  by this Agreement, including the Armor Transaction and the
                  NeSmith Transaction ("RIG Transaction Fees"). All RIG


                                       35
<PAGE>

                  Transaction Fees not paid and accrued as of the Effective Date
                  shall be the responsibility of and paid by the RIG Shareholder
                  within thirty days of the Effective Date.

         5.43     LICENSES AND QUALIFICATIONS. RIG, and each of its subsidiaries
                  and affiliates (i) is licensed and in good standing as an
                  insurance producer or broker by the State of Maryland
                  Insurance Department and each other State Regulatory Agency,
                  as applicable, in each state in which it conducts business or
                  has obtained, for itself and each of its employees doing
                  business as a producer or agent, an Appointment from each
                  insurance entity on whose behalf collection and forwarding of
                  premiums for insurance policies is being performed; (ii) has
                  obtained, for itself and each of its employees doing business
                  as a producer or agent in the State of Maryland and in each
                  state in which it conducts business, a Certificate of
                  Qualification or, for states outside the State of Maryland,
                  equivalent certification to conduct business as an insurance
                  producer or agent; and (iii) has all other Material
                  certifications, authorizations, licenses, permits and other
                  regulatory approvals necessary to conduct its current
                  insurance agency and brokerage business ("Licenses"), and is
                  in good standing under all state, federal and local laws and
                  regulations thereunder as an insurance producer or agent and
                  broker. Except as set forth on Schedule 5.43, neither the
                  execution and delivery of this Agreement nor the consummation
                  of the transactions contemplated hereby will affect the
                  validity or any License currently possessed by RIG or its
                  employees, and all such Licenses will remain in full force and
                  effect after the Closing Date. Schedule 5.43 lists each state
                  in which RIG and/or its employees has obtained or applied for
                  a License. Schedule 5.43 also sets forth all complaints,
                  formal or informal, filed or alleged against RIG and/or its
                  current or former employees with the Maryland Insurance
                  Department and/or any of the insurance entities that RIG
                  represents or represented.

         5.44     INQUIRIES. Schedule 5.44 contains a true and correct list of
                  all of the audits, investigations, complaints and inquiries of
                  RIG, the RIG Shareholder or any RIG employee by a State
                  Regulatory Agency, or an insurance underwriter commenced since
                  June 30, 1999, or ongoing as of the date of this Agreement.
                  Except for customary ongoing quality control reviews and
                  except as disclosed on Schedule 5.44, no audit or
                  investigation is pending or, to the Knowledge of the RIG
                  Shareholder and RIG, threatened that could result in:

                  (i)      a claim of a Material failure to comply with
                           applicable Regulations;

                  (ii)     indemnification by RIG in connection with insurance
                           policies or Appointments;

                  (iii)    rescission of any insurance policy or Appointment; or

                  (iv)     payment of a Material penalty to any State
                           Regulatory Agency, or an insurance entity.


                                       36
<PAGE>

                  RIG has made available to ACNB Corp copies of all written
                  reports and materials received in connection with such audits,
                  investigations, complaints and inquiries.

            5.45  RESERVES. All insurance reserves reflected in the RIG
                  Financial Statements have been computed in all Material
                  respects in accordance with RIG historical accounting
                  methodologies and in accordance with sound loss reserving
                  principles, consistently applied; provided that the foregoing
                  representation does not and is not intended to constitute in
                  any way a representation or guaranty as to the adequacy or
                  sufficiency of the insurance reserves of RIG.

            5.46  INSURANCE PRODUCERS. Schedule 5.46 sets forth a summary
                  description of the compensation arrangements in place on the
                  date of this Agreement with RIG's insurance agents, managers,
                  brokers and other producers, which summary is true and
                  complete in all Material respects. RIG has provided to ACNB
                  Corp copies of each form of agreement in place on the date of
                  this Agreement between RIG and its insurance producers.

            5.47  CERTIFICATES OF AUTHORITY. Schedule 5.47 lists all active
                  licenses (including, without limitation, licenses and
                  Certificates of Authority from insurance regulatory
                  authorities), permits or authorizations to transact the
                  business of insurance (the "Certificates of Authority," and
                  each a "Certificate of Authority"), and sets forth the lines
                  of insurance which are permitted to be written with respect to
                  each such Certificate of Authority. No Certificate of
                  Authority identified in such Schedule has been revoked,
                  restricted, suspended, limited or modified nor is any
                  Certificate of Authority the subject of, nor to the Knowledge
                  of RIG or the RIG Shareholder is there a reasonable basis for,
                  a proceeding for revocation, restriction, suspension,
                  limitation or modification, nor, to the Knowledge of RIG or
                  the RIG Shareholder, has any such proceeding been threatened
                  by any licensing authority, nor is RIG operating under any
                  formal or informal agreement or understanding with any
                  insurance regulatory authority which restricts its authority
                  to do business or to take, or refrain from taking, any action.

            5.48  INSURANCE, CLAIMS AND SERVICE AGREEMENTS.

              (1)     Schedule 5.48(1) contains a complete and correct list of
                      all types of insurance policy products Material to RIG's
                      current operations issued by RIG on or after June 30, 2004
                      and currently in force or currently issuable by RIG. RIG
                      has made or will make available to ACNB Corp complete and
                      correct copies of all forms of insurance policy products
                      Material to RIG's current operations together with all
                      forms of endorsements used in connection with such forms.

              (2)     Schedule 5.48(2) contains a complete and correct list of
                      all claims and service administration agreements to which
                      RIG is a party. Copies of all such claims and service
                      administration agreements have been or will be made
                      available to ACNB Corp.

                                       37
<PAGE>

              (3)     No default of or breach by RIG or, to the Knowledge of RIG
                      and the RIG Shareholder, by any other party under any
                      claims and service administration agreement has occurred
                      and, to the Knowledge of RIG and the RIG Shareholder, no
                      basis currently exists for the declaration of any default
                      or termination right thereunder.



                         SECTION 6. COVENANTS OF RIG AND
                               THE RIG SHAREHOLDER

         From the date of this Agreement until the Effective Time, RIG and the
RIG Shareholder covenant and agree to do the following:

          6.1     CONDUCT OF BUSINESS. Except as otherwise consented to by ACNB
                  Corp in writing and except as otherwise permitted in this
                  Agreement, RIG and the RIG Shareholder shall, from the date of
                  this Agreement until the Effective Time:

                  (1)      use all reasonable efforts to carry on its business
                           in, and only in, the ordinary course of business
                           consistent with its past customary business practices
                           (hereinafter referred to as "Ordinary Course of
                           Business");

                  (2)      to the extent consistent with prudent business
                           judgment, use all reasonable efforts to preserve its
                           present business organization, to retain the services
                           of its present officers and employees, to maintain
                           good relationships with its employees, and to
                           maintain its relationships with customers, suppliers
                           and others having business dealings with RIG;

                  (3)      maintain all of RIG's structures, equipment and other
                           real property and tangible personal property in good
                           repair, order and condition, except for ordinary wear
                           and tear and damage by unavoidable casualty;

                  (4)      use all reasonable efforts to preserve or collect
                           all claims and causes of action belonging to RIG;

                  (5)      keep in full force and effect all insurance policies
                           now carried by RIG;

                  (6)      perform in all Material respects RIG's obligations
                           under all agreements, contracts, instruments and
                           other commitments to which it is a party or by which
                           it may be bound or which relate to or affect its
                           properties, assets and business;

                  (7)      maintain its books of account, financial statements
                           and other financial records in accordance with past
                           practices;

                                       38
<PAGE>

                  (8)      comply in all Material respects with all statutes,
                           laws, ordinances, rules and regulations, decrees,
                           orders, directives, consent agreements, examination
                           reports, and other federal, state, county, local and
                           municipal governmental directives applicable to RIG
                           and to the conduct of its business;

                  (9)      not amend RIG's Articles of Incorporation or Bylaws
                           unless requested to do so by ACNB Corp;

                  (10)     not enter into or assume any Material contract, incur
                           any Material liability or obligation, make any
                           Material commitment, acquire or dispose of any
                           property or asset or engage in any transaction or
                           subject any of RIG's properties or assets to any
                           Material lien, claim, charge, or encumbrance of any
                           kind whatsoever;

                  (11)     not take or permit to be taken any action that would
                           constitute a breach of any representation, warranty
                           or covenant set forth in this Agreement;

                  (12)     not declare, set aside or pay any dividend or make
                           any other distribution in respect of RIG Common
                           Stock, except as provided in Subsection 6.9;

                  (13)     not authorize, purchase, issue, transfer or sell (or
                           authorize, issue or grant options, warrants or rights
                           to purchase or sell) any shares of RIG Common Stock
                           or any other equity or debt securities of RIG or any
                           securities convertible into RIG Common Stock;

                  (14)     not incur, assume, or prepay any Material
                           indebtedness, liability, or obligation or any other
                           Material liabilities or issue any debt securities
                           other than in the Ordinary Course of Business and
                           consistent with past practices;

                  (15)     (a) not increase the rate of compensation of, or
                           enter into any employment, severance, deferred
                           compensation or other agreement with any officer,
                           director, employee or consultant of RIG, or (b) pay a
                           bonus or severance compensation to any officer,
                           director, employee or consultant of RIG;

                  (16)     not enter into any related party transaction except
                           for the lease agreement attached hereto as Annex
                           8.2(27) and except such related party transactions
                           relating to extensions of credit made in accordance
                           with all applicable laws, regulations and rules and
                           in the Ordinary Course of Business on substantially
                           the same terms, including interest rates and
                           collateral, as those prevailing at the time for
                           comparable arm's length transactions with other
                           persons that do not involve more than the normal risk
                           of collectability or present other unfavorable
                           features;

                                       39
<PAGE>

                  (17)     not change the presently outstanding number of
                           shares or effect any capitalization,
                           reclassification, stock dividends, stock split or
                           like change in capitalization;

                  (18)     not merge with or into, or consolidate with, or be
                           purchased or acquired by, any other corporation,
                           financial institution, entity, or person (or agree to
                           any such merger, consolidation, affiliation, purchase
                           or acquisition) or permit (or agree to permit) any
                           other corporation, financial institution, entity or
                           person to be merged with it or consolidate or
                           affiliate with any other corporation, financial
                           institution, entity or person; acquire control over
                           any other firm, financial institution, corporation or
                           organization or create any subsidiary; acquire,
                           liquidate, sell or dispose (or agree to acquire,
                           liquidate, sell or dispose) any assets;

                  (19)     not solicit or encourage inquiries or proposals with
                           respect to, furnish any information relating to, or
                           participate in any negotiations or discussions
                           concerning any acquisition or purchase of all or a
                           substantial equity interest or portion of the assets
                           in or of RIG or any business combination with RIG
                           other than as contemplated by this Agreement, or
                           authorize or permit any officer, director, agent or
                           affiliate of it to do any of the above; or fail to
                           notify ACNB Corp immediately if any such inquiries or
                           proposals are received by, any such information is
                           requested from, or any such negotiations are sought
                           to be initiated with the RIG Shareholder or RIG;

                  (20)     not enter into or substantially modify (except as may
                           be required by applicable law) any pension,
                           retirement, stock option, stock warrant, stock
                           purchase, stock appreciation right, savings, profit
                           sharing, deferred compensation, severance,
                           consulting, bonus, group insurance or other employee
                           benefit, incentive or welfare contract, or plan or
                           arrangement, or any trust agreement related thereto,
                           in respect to any of its directors, officers, or
                           other employees;

                  (21)     not change any method, practice or principle of
                           accounting except as may be required by GAAP or any
                           applicable regulation;

                  (22)     not make any loan to any officer, shareholder or
                           employee or compromise, expand, renew or modify any
                           such outstanding commitment;

                  (23)     not enter into any agreement or arrangement, except
                           in the Ordinary Course of Business and consistent
                           with past practices;

                  (24)     not waive, release, grant or transfer any rights of
                           value or modify or change in any Material respect any
                           existing agreement to which RIG is a party, other
                           than in the Ordinary Course of Business consistent
                           with past practice;

                                       40

<PAGE>

                  (25)     not take any action that would, under any statute,
                           regulation or administrative practice of any
                           regulatory agency, have a Material Adverse Effect on
                           the ability of any party to this Agreement to obtain
                           any required approvals for consummation of the
                           transaction;

                  (26)     not take any action that is inconsistent with the
                           qualification of the transactions contemplated in
                           this Agreement to qualify as a Qualified Stock
                           Purchase transaction within the meaning of Section
                           338 of the Code;

                  (27)     not pay, discharge or satisfy any claims, liabilities
                           or obligations (absolute, accrued, contingent or
                           otherwise) against RIG, its directors, officers,
                           employees or agents, other than the payment,
                           discharge or satisfaction in the Ordinary Course of
                           Business and consistent with past practice of claims
                           for contractual benefits under any insurance or
                           reinsurance contract under which RIG or any of its
                           syndicates managed by RIG is the insurer or
                           reinsurer;

                  (28)     not agree to any of the foregoing items (1) through
                           (27).

         6.2      BEST EFFORTS. RIG shall cooperate with ACNB Corp and shall use
                  its best efforts to do or cause to be done all things
                  necessary or appropriate on its part in order to fulfill the
                  conditions precedent set forth in Section 8 of this Agreement
                  and to consummate this Agreement. In particular, without
                  limiting the generality of the foregoing sentence, RIG and the
                  RIG Shareholder shall:

                  (1)      take, in good faith, all actions which are necessary
                           or appropriate on its part in order to secure the
                           approval and adoption of this Agreement by its
                           shareholders, including recommending the approval of
                           such Agreement by the RIG Shareholder;

                  (2)      cooperate with ACNB Corp in making RIG's employees
                           reasonably available for training by ACNB Corp prior
                           to the Effective Time, to the extent that such
                           training is deemed reasonably necessary by ACNB Corp;

                  (3)      accrue all of its expenses and RIG Transaction Fees
                           and pay all such expenses and RIG Transaction Fees
                           within thirty days of the Effective Date;

                  (4)      modify the Articles of Incorporation or Bylaws or any
                           other documents of RIG reasonably requested by ACNB
                           Corp and necessary to effectuate the transactions
                           contemplated hereby; and

                  (5)      promptly prepare and file, with the cooperation and
                           assistance of ACNB Corp, all required applications
                           and notices for regulatory approval of the
                           transactions contemplated by this Agreement.

                                       41
<PAGE>


         6.3      ACCESS TO PROPERTIES AND RECORDS. RIG shall afford to the
                  officers and authorized representatives of ACNB Corp access to
                  properties, books and records pertaining to RIG in order that
                  ACNB Corp may have full opportunity to make such reasonable
                  investigations at such reasonable times as it shall desire, of
                  the properties, books, contracts, documents and records of
                  RIG, and the officers of RIG will furnish ACNB Corp with such
                  additional financial and operating data, including test tapes,
                  and other information as to its business and properties as
                  ACNB Corp shall from time to time reasonably request and as
                  shall be available, including, without limitation, information
                  required for inclusion in all governmental applications
                  necessary to consummate the transaction. Nothing in this
                  Subsection 6.3 shall be deemed to require RIG to breach any
                  obligation of confidentiality. ACNB Corp shall maintain the
                  confidentiality of all information furnished to it by RIG
                  pursuant to this Subsection 6.3 and if the transactions
                  contemplated by this Agreement are not consummated for any
                  reason, ACNB Corp agrees, at the option of RIG, either to
                  return all such information and any copies thereof, including
                  any extracts therefrom or memoranda relating thereto prepared
                  by ACNB Corp, or to destroy all such information.

         6.4      SUBSEQUENT FINANCIAL STATEMENTS. Between the date of execution
                  of this Agreement and the Effective Time, RIG shall promptly
                  prepare and deliver to ACNB Corp, as soon as practicable,
                  RIG's Monthly Reports for the month of May 2004 and each month
                  thereafter through the Closing Date, and reports to
                  shareholders and reports to regulatory authorities prepared by
                  or for RIG.

         6.5      BOARD AND COMMITTEE MINUTES. RIG shall provide to ACNB Corp
                  within three days after any meeting of the Board of Directors,
                  or any committee thereof, or any senior or executive
                  management committee, a copy of the minutes of such meeting.

         6.6      UPDATE SCHEDULES. RIG shall promptly disclose to ACNB Corp in
                  writing any change, addition, deletion or other modification
                  to the information set forth in the schedules to this
                  Agreement. Notwithstanding the foregoing, disclosures made
                  subsequent to the date of this Agreement shall not relieve RIG
                  or the RIG Shareholder from any and all liabilities for prior
                  statements and disclosures to ACNB Corp.

         6.7      NOTICE. RIG shall promptly notify ACNB Corp in writing of any
                  actions, claims, investigations, proceedings or other
                  developments which, if pending or in existence on the date of
                  this Agreement, would have been required to be disclosed to
                  ACNB Corp in order to ensure the accuracy of the
                  representations and warranties set forth in this Agreement or
                  which otherwise could have a Material Adverse Effect on the
                  condition (financial or otherwise), assets, liabilities,
                  business operations or future prospects of RIG.

         6.8      RIG AND RIG SHAREHOLDER CONSENT. RIG and the RIG Shareholder
                  shall have executed and delivered to ACNB Corp,
                  contemporaneously with the execution of this Agreement, a duly


                                       42
<PAGE>

                  executed unanimous written consent of RIG and the RIG
                  Shareholder approving the transactions contemplated by this
                  Agreement.

         6.9      DISTRIBUTIONS AND DIVIDENDS. Except as otherwise provided in
                  this Section 6.9 RIG shall not declare or pay any cash
                  dividend or make any distributions to shareholders without the
                  express, written approval of ACNB Corp.

         6.10     PUBLIC ANNOUNCEMENTS. So long as this Agreement is in effect,
                  RIG agrees that it shall obtain the approval of ACNB Corp
                  prior to issuing any press release and shall use its best
                  efforts to consult with ACNB Corp before otherwise making any
                  public statement or responding to any press inquiry with
                  respect to this Agreement or the transactions contemplated
                  hereby, except as may be required by law or any governmental
                  agency if required by such agency or the rules of the SEC or
                  OTCBB on which ACNB Corp's common stock is listed.

         6.11     PAYMENT OF TAXES. RIG, and to the Knowledge of RIG's
                  management, the RIG Shareholder shall have made payment in
                  full of all taxes, penalties and interest assessed by the
                  Internal Revenue Service associated with its examination of
                  returns filed for tax years 2001, 2002 and 2003. RIG shall
                  accrue and reserve amounts necessary for tax liabilities for
                  the tax year 2004.

         6.12     GOOD FAITH COOPERATIVE EFFORT TO REVISE STRUCTURE. RIG and the
                  RIG Shareholder hereby agree to cooperate with ACNB Corp to
                  approve any revision to this Agreement, or to the attached
                  Schedules, Annexes and Exhibits, involving a structural change
                  to the transactions contemplated thereunder as contemplated by
                  Subsection 3.6 hereof.

         6.13     DISASTER RECOVERY ACCESS. RIG shall permit ACNB Corp, in the
                  event (i) a severe system problem or disaster occurs and (ii)
                  RIG fails to take reasonable steps to respond to such severe
                  system problem or disaster, reasonable access to systems,
                  technical personnel and disaster recovery resources, so as to
                  assure the continuity of business and systems required.


                                       43
<PAGE>

         6.14     POST-CLOSING SECTION 338(H)(10) ELECTION.

                  (1)      The RIG Shareholder and Acquisition Subsidiary shall
                           jointly file the Election under Section 338(h)(10) of
                           the Code and under any comparable provisions of
                           state, local, or foreign law with respect to the
                           purchase of the RIG Shares (the "Election"). No later
                           than one hundred fifty (150) days following the
                           Effective Date, Acquisition Subsidiary shall supply
                           the RIG Shareholder with Form 8883 prepared by
                           Acquisition Subsidiary's regularly employed
                           accountants which shall be attached to ACNB Corp's
                           federal income Tax Return (and the forms, if any, to
                           be attached to ACNB Corp's state income Tax Return).
                           The RIG Shareholder and Acquisition Subsidiary shall
                           take any action requested in writing by ACNB Corp
                           that is consistent with the joint Election or its
                           validity under the Code and the applicable Treasury
                           Regulations.

                  (2)      On the Closing Date, RIG and the RIG Shareholder
                           shall execute and deliver to Acquisition Subsidiary
                           five signed and executed copies of IRS Form 8023
                           provided by Acquisition Subsidiary and the equivalent
                           forms for state income tax purposes, and shall
                           thereafter provide any additional or similar forms
                           under applicable federal, state, local or foreign law
                           (the "Election Forms") to Acquisition Subsidiary as
                           Acquisition Subsidiary may reasonably request.

                  (3)      Acquisition Subsidiary shall be responsible for the
                           preparation and filing of all forms and documents
                           required in connection with the Election. Acquisition
                           Subsidiary shall provide RIG and the RIG Shareholder
                           with copies of (a) any necessary corrections,
                           amendment, or supplements to Form 8023, (b) all
                           attachments required to be filed therewith pursuant
                           to applicable Treasury Regulations, and (c) any
                           comparable forms and attachments with respect to any
                           applicable state, foreign, or local elections
                           included as part of the Election. RIG and the RIG
                           Shareholder shall execute and deliver to Acquisition
                           Subsidiary within five (5) days of receipt by RIG and
                           the RIG Shareholder such documents or forms as are
                           required properly to complete the Election.

                  (4)      RIG and the RIG Shareholder shall cooperate fully
                           with Acquisition Subsidiary and make available to
                           Acquisition Subsidiary such tax data and other
                           information as may be reasonably required by
                           Acquisition Subsidiary in order for Acquisition
                           Subsidiary to timely file the Election and any other
                           required statements or schedules (or any amendments
                           or supplements thereto) and shall, if requested by
                           Acquisition Subsidiary, attach to the federal income
                           Tax Return filed for ACNB Corp for the period ending
                           with the Closing Form 8883 as referred to in Section
                           6.14(1).

                                       44
<PAGE>

                  (5)      The Parties have mutually agreed that the Purchase
                           Price Consideration of RIG shall be allocated in the
                           following manner: $90,000 to fixed assets and the
                           remainder to goodwill and other assets and
                           liabilities.


         6.15.    POST-CLOSING ACCESS AND COOPERATION. From and after the
                  Closing Date, Acquisition Subsidiary agrees to permit the RIG
                  Shareholder and their representatives to have reasonable
                  access, during normal business hours, to the books and records
                  of Acquisition Subsidiary, to the extent that such books and
                  records relate to a Pre-Closing Period, and personnel, for the
                  purpose of enabling the RIG Shareholder to: (i) prepare Tax
                  Returns, (ii) investigate or contest any tax matter which the
                  RIG Shareholder has the authority to conduct, and (iii)
                  evaluate any claim for indemnification.

         6.16.    BUILT IN GAINS. If RIG is subject to any tax under Code
                  Section 1374 or 1375 (or any comparable provision of state or
                  local law) prior to, at or after the Closing as a result of
                  the Election, then such tax amount or amounts that are
                  required to be paid by RIG, shall be borne by the RIG
                  Shareholder.

         6.17.    CONTRIBUTION OF RIG SHAREHOLDER GOODWILL.  On or prior to
                  the Closing Date, each RIG Shareholder shall contribute to
                  RIG, 100% of their personal goodwill attributable to RIG.

         6.18.    CONSENT TO POST-CLOSING MERGER. The RIG Shareholder hereby
                  consents to the post-closing merger of RIG with and into
                  Acquisition Subsidiary at ACNB Corp's sole discretion and RIG
                  and the RIG Shareholders shall take all actions necessary or
                  advisable to consummate such merger. The merger of RIG into
                  Acquisition Subsidiary will not constitute a change in control
                  nor trigger any rights to payment under the respective
                  Employment Agreement attached to this Agreement as Exhibit 1 .

         6.19     TAX RETURNS AND TAX AUDITS. RIG shall prepare or cause to be
                  prepared and file or cause to be filed all Tax Returns for RIG
                  for all periods ending on or prior to the Effective Date that
                  are filed after the Effective Date. The Tax Returns shall
                  conform to RIG's historical tax treatment and be consistent
                  with past practice. Such Tax Returns shall be prepared by
                  Robert W. Krop, CPA and subject to review by and approval of
                  Beard Miller LLP and ACNB Corp. RIG shall permit Beard Miller,
                  LLP and ACNB Corp to review and approve such Tax Returns
                  described in the preceding sentences prior to filing. ACNB
                  Corp and the RIG Shareholder shall cooperate fully to the
                  extent reasonably requested by the other Parties in connection
                  with the filing of Tax Returns pursuant to this Subsection
                  6.19, and any audit, litigation or other proceeding with
                  respect to such Taxes. Such cooperation shall include the
                  retention and (upon any Party's request) the provision of
                  records and information which are reasonably relevant to any
                  such audit, litigation or other proceeding and the making


                                       45
<PAGE>

                  available of employees on a mutually convenient basis to
                  provide additional information and explanation of any records
                  or information provided hereunder.

                      SECTION 7. COVENANTS OF ACNB CORP AND
                             ACQUISITION SUBSIDIARY

         From the date of this Agreement until the Effective Time, ACNB Corp and
Acquisition Subsidiary covenant and agree to do the following:

         7.1      BEST EFFORTS. ACNB Corp and Acquisition Subsidiary each agree
                  to cooperate with RIG and the RIG Shareholder to use its best
                  efforts to do or cause to be done all things necessary or
                  appropriate on its part in order to fulfill the conditions
                  precedent set forth in Section 8 of this Agreement and to
                  consummate this Agreement. In particular, without limiting the
                  generality of the foregoing sentence, ACNB Corp and
                  Acquisition Subsidiary agree to do the following:

                  (1)      Applications for Regulatory Approval. ACNB Corp shall
                           promptly prepare and file, with the cooperation and
                           assistance of RIG and the RIG Shareholder, all
                           required applications for regulatory approval of the
                           transactions contemplated by this Agreement.

         7.2      SUBSEQUENT FINANCIAL STATEMENTS. Between the date of signing
                  this Agreement and the Effective Time, ACNB Corp shall
                  promptly prepare and deliver to RIG, as soon as practicable,
                  each report prepared by ACNB Corp and filed with the SEC.

         7.3      UPDATE SCHEDULES. ACNB Corp shall promptly disclose to RIG in
                  writing any change, addition, deletion or other modification
                  to the information set forth in the schedules to this
                  Agreement. Notwithstanding the foregoing, disclosures made
                  subsequent to the date of this Agreement shall not relieve
                  ACNB Corp from any and all liabilities for prior statements
                  and disclosures to RIG and the RIG Shareholder.

         7.4      NOTICE. ACNB Corp shall promptly notify RIG in writing of any
                  actions, claims, investigations or other developments which,
                  if pending or in existence on the date of this Agreement,
                  would have been required to be disclosed to RIG in order to
                  ensure the accuracy of the representations and warranties set
                  forth in this Agreement or which otherwise could have a
                  Material Adverse Effect on the condition (financial or
                  otherwise), assets, liabilities, business, operations or
                  future prospects of ACNB Corp.


                                       46
<PAGE>

         7.5      LAWS, RULES, ETC. ACNB Corp and Acquisition Subsidiary shall
                  comply with and perform all Material obligations and duties
                  imposed upon it by all federal and state laws and all rules,
                  regulations and orders imposed by federal or state
                  governmental authorities, except in respects not Materially
                  adverse to the business, operations, assets or financial
                  condition of ACNB Corp or Acquisition Subsidiary or which
                  would not Materially impair the ability of ACNB Corp or
                  Acquisition Subsidiary to consummate the transactions
                  contemplated hereby.

         7.6      APPROVAL.  As the sole member of Acquisition Subsidiary,
                  ACNB Corp will vote to approve this Agreement.

         7.7      TAX MATTERS. Neither ACNB Corp nor Acquisition Subsidiary
                  shall take any action that would result in the failure of the
                  transactions contemplated in this Agreement to qualify as a
                  Qualified Stock Purchase transaction within the meaning of
                  Section 338 of the Code.

         7.8      TAX RETURNS AND TAX AUDITS. The Acquisition Subsidiary shall
                  prepare or cause to be prepared and file or cause to be filed
                  all Tax Returns for the Acquisition Subsidiary and or RIG for
                  all periods ending after the Effective Date and subject to
                  review by and approval of Beard Miller LLP and ACNB Corp. The
                  Acquisition Subsidiary and the RIG Shareholder shall cooperate
                  fully to the extent reasonably requested by the other Parties
                  in connection with the filing of Tax Returns pursuant to this
                  Subsection 7.8, and any audit, litigation or other proceeding
                  with respect to such Taxes. Such cooperation shall include the
                  retention and (upon any Party's request) the provision of
                  records and information which are reasonably relevant to any
                  such audit, litigation or other proceeding and the making
                  available of employees on a mutually convenient basis to
                  provide additional information and explanation of any records
                  or information provided hereunder.

         7.9      ASSUMPTION OF DEBT. At Closing, ACNB Corp shall only assume
                  RIG's bank debt incurred to purchase any insurance agency that
                  has been acquired as of April 21, 2004. The total assumption
                  of debt by ACNB Corp shall not exceed $635,000.00. The Armor
                  Loan, which will be assumed by ACNB Corp at Closing, is not
                  included in this limitation on the assumption of debt.

             SECTION 8. CONDITIONS TO THE OBLIGATIONS OF ACNB CORP,
                            ACQUISITION SUBSIDIARY.
                           RIG AND THE RIG SHAREHOLDER

         8.1      COMMON CONDITIONS. The obligations of the Parties to
                  consummate this Agreement shall be subject to the satisfaction
                  of each of the following common conditions prior to or as of
                  the Closing, except to the extent that any such condition
                  shall have been waived in accordance with the provisions of
                  Section 19 of this Agreement:

                                       47

<PAGE>

                  (1)      This Agreement shall have been duly authorized,
                           approved and adopted by the RIG Shareholder, as
                           required by applicable provisions of Maryland Law,
                           and the required provisions of RIG's Articles of
                           Incorporation. This Agreement shall have been duly
                           authorized, approved and adopted by ACNB Corp, as
                           required by the applicable provisions of the PBCL and
                           the applicable provisions of ACNB Corp's Articles of
                           Incorporation and the applicable provisions of the
                           rules and requirements of the OTCBB.

                  (2)      The Parties hereto shall have received all regulatory
                           approvals required in connection with the
                           transactions contemplated by this Agreement and all
                           notice periods and waiting periods required after the
                           granting of such approvals shall have passed;
                           provided, however, that no such approval shall have
                           imposed any condition or requirement which in the
                           opinion of the Board of Directors of ACNB Corp
                           renders consummation of the transactions inadvisable.

                  (3)      No action, suit or proceeding shall be pending or
                           threatened before any federal, state or local court
                           or governmental authority or before any arbitration
                           tribunal which seeks to modify, enjoin or prohibit or
                           otherwise have a Material Adverse Effect on the
                           transactions contemplated by this Agreement.

                  (4)      No statute, rule, regulation, order, injunction or
                           decree shall have been enacted, entered, promulgated
                           or enforced by any governmental authority that
                           prohibits, restricts or makes illegal the
                           consummation of the transactions contemplated by this
                           Agreement.

                  (5)      All other requirements prescribed by law that are
                           necessary to the consummation of the transactions
                           contemplated by this Agreement shall have been
                           satisfied.

         8.2      CONDITIONS TO THE OBLIGATIONS OF ACNB CORP. The obligations of
                  ACNB Corp to effect the transactions shall be subject to the
                  satisfaction or waiver prior to the Effective Time of the
                  following additional conditions:

                  (1)      Each of the representations and warranties of RIG and
                           the RIG Shareholder contained in this Agreement shall
                           be true and correct in all Material respects as of
                           the Effective Time as if made on such date (or on the
                           date when made in the case of any representation or
                           warranty which specifically relates to an earlier
                           date); RIG and the RIG Shareholder shall have
                           performed each of its respective covenants and
                           agreements contained in this Agreement; and ACNB Corp
                           shall have received certificates signed by the
                           President and Secretary of RIG and the RIG
                           Shareholder, dated as of the date of the Closing, to
                           the foregoing effect.

                                       48
<PAGE>

                  (2)      There shall not have occurred any change in the
                           financial condition, properties, assets, business,
                           results of operation or future prospects of RIG
                           which, individually or in the aggregate, has had or
                           might reasonably be expected to result in a Material
                           Adverse Effect on RIG.

                  (3)      No environmental problem of a kind contemplated in
                           Subsection 5.17 of this Agreement shall have been
                           discovered which would, or which potentially could,
                           have a Material Adverse Effect on the condition
                           (financial or otherwise), assets, liabilities,
                           business, operations or future prospects of RIG;
                           provided, that for purposes of determining the
                           Materiality of an undisclosed environmental problem
                           or problems, the definition of "Material" shall be
                           governed by the definition in Section 1 of this
                           Agreement.

                  (4)      RIG shall have performed and complied in all Material
                           respects with all obligations and agreements required
                           by this Agreement to be performed or complied with by
                           it prior to or at the Closing.

                  (5)      ACNB Corp shall have received an opinion or advice
                           satisfactory to ACNB Corp from Robert W. Krop, CPA,
                           reasonably satisfactory in form and substance to ACNB
                           Corp as to the tax matters relating to this Agreement
                           and the transactions contemplated hereby to the
                           effect that:

                           (i)      The transactions contemplated by this
                                    Agreement will constitute a Qualified Stock
                                    Purchase transaction within the meaning of
                                    Section 338 of the Code; and

                           (ii)     The transactions contemplated by this
                                    Agreement will not have adverse tax
                                    consequences or result in adverse tax
                                    attributes to ACNB Corp or Acquisition
                                    Subsidiary.

                  (6)      All applicable securities laws of the federal
                           government and of any state government or
                           governmental authority having jurisdiction over the
                           transactions contemplated by this Agreement shall
                           have been complied with to the reasonable
                           satisfaction of ACNB Corp or ACNB Corp's counsel.

                  (7)      ACNB Corp shall have received from the RIG
                           Shareholder, contemporaneously with executing this
                           Agreement, the written consent of the RIG Shareholder
                           approving the transactions contemplated by this
                           Agreement.

                  (8)      Except as otherwise provided in this Agreement, prior
                           to Closing, all issued and outstanding options,
                           warrants or rights to acquire RIG Common Stock or any
                           capital stock of RIG shall have been canceled. No
                           compensation or other rights will be payable or
                           exchangeable with respect to any such rights that
                           remain unexercised at the Effective Time.

                                       49
<PAGE>

                  (9)      Employment Agreement for Frank C.Russell, Jr. on
                           terms and conditions mutually acceptable to the
                           respective Parties shall have been executed no later
                           than the Closing Date. Such executed and delivered
                           Employment Agreement shall be made a part of this
                           Agreement and attached hereto as Exhibit 1.

                  (10)     ACNB Corp shall have received an opinion or opinions
                           dated as of the Effective Time from Richard Solomon
                           or other counsel reasonably satisfactory to ACNB Corp
                           substantially in the form attached hereto as
                           Exhibit 2

                  (11)     All RIG Transaction Fees as described in Subsection
                           5.42 shall be delineated on Schedule 5.42 of this
                           Agreement to be paid by the RIG Shareholder within
                           thirty days of the Effective Date.

                  (12)     Prior to Closing, all of RIG's and its subsidiaries'
                           insurance carriers shall have received written
                           notification of the transactions contemplated by this
                           Agreement and written acknowledgements shall have
                           been received from insurance carriers representing at
                           least 80% of the 2003 annual commission revenue of
                           RIG and its' subsidiaries.
..
                  (13)     At the Effective Time, RIG and/or the RIG Shareholder
                           shall have delivered to ACNB Corp, or a subsidiary of
                           ACNB Corp designated by ACNB Corp, an assignment of
                           all of RIG's rights in any Intellectual Property and
                           associated goodwill. At the Effective Time, RIG and
                           the RIG Shareholder shall have delivered to ACNB
                           Corp, or a subsidiary of ACNB Corp designated by ACNB
                           Corp, an assignment of all of RIG's and its
                           subsidiaries and affiliates rights to all fictitious
                           names, trade names, etc.

                  (14)     At Closing, ACNB Corp shall have received all
                           required or advisable licenses, permits, consents,
                           approvals, and authorizations of any governmental
                           entity necessary to conduct its business and in the
                           jurisdictions in which RIG and its subsidiaries as of
                           the date of this Agreement and until the Closing Date
                           conduct business except for those which individually
                           or in the aggregate would not be Material to the
                           conduct of RIG's or Acquisition Subsidiary business.

                  (15)     At Closing, all consents and assignments required or
                           advisable to be obtained by the contracts delineated
                           on Schedule 5.11 or Schedule 5.39 shall have been
                           executed and delivered to ACNB Corp and shall be
                           effective as of the Closing Date, except for those
                           which individually or in the aggregate would not be
                           Material to the conduct of RIG's or Acquisition
                           Subsidiary business.

                                       50
<PAGE>

                  (16)     At Closing, neither RIG or the RIG shareholder shall
                           have any litigation, investigation, or proceeding,
                           pending or threatened that involves RIG and that, if
                           determined adversely to either, would Materially and
                           adversely affect the condition (financial or
                           otherwise), assets, liabilities, business operations,
                           or future prospects of RIG or Acquisition Subsidiary.

                  (17)     At Closing, the RIG Shareholder shall execute Code
                           Form 8023 Corporate Qualified Stock Purchase
                           Election in accordance with Section 6.14 of this
                           Agreement.

                  (18)     Prior to Closing, Grau & Russell Associates shall be
                           a registered trade name, d.b.a., of RIG and Bruce
                           Grau & Associates and RIG and Bruce Grau & Associates
                           shall have entered into a one year contract regarding
                           the joint use of the d.b.a. in a form satisfactory to
                           ACNB Corp. Moreover, any contracts held under the
                           name Grau and Russell Associates will be amended to
                           read, "Russell Insurance Group and Bruce Grau &
                           Associates d.b.a. Grau & Russell Associates."

                  (19)     Prior to Closing, the Maryland corporation known as
                           Grau & Russell Associates, Inc. shall be properly
                           dissolved.

                  (20)     Prior to Closing, the RIG Shareholder as a member of
                           the Maryland LLC known as Freestate LLC will execute
                           an operating agreement for Freestate LLC in a form
                           satisfactory to ACNB Corp.

                  (21)     Prior to Closing, ACNB Corp shall have received
                           copies of all new or renewing insurance policies
                           of RIG.

                  (22)     Prior to Closing, all accounts receivable open items
                           shall be cleared and be current and an accounts
                           receivable open items aging report that reconciles to
                           the Preliminary Balance Sheet shall be provided to
                           ACNB Corp for review.

                  (23)     Prior to Closing, all accounts payable open items,
                           including producer payables, shall be cleared and
                           current and an accounts payable open item report and
                           binders payable open item report that reconcile to
                           the Preliminary Balance Sheet shall be provided to
                           ACNB Corp for review.

                  (24)     Prior to Closing, the loan with Fidelity representing
                           both personal and company borrowings will be amended
                           and removed from the RIG Balance Sheet along with the
                           related leasehold improvements.

                  (25)     Prior to Closing, any and all loans to employees
                           shall be paid to RIG by the employees.

                                       51
<PAGE>

                  (26)     Prior to Closing, any Certificates of Deposits on the
                           balance sheet of RIG issued in the name of the RIG
                           shareholder shall be distributed to the RIG
                           Shareholder.

                  (27)     Prior to Closing, a lease agreement between the RIG
                           shareholder and RIG for the building located at 2526
                           W. Liberty Road, Westminster, Maryland shall be
                           executed and attached hereto as Annex 8.2(27) in a
                           form satisfactory to ACNB.

                  (28)     Prior to Closing, the RIG Shareholder will use his
                           best efforts to obtain from the employees of RIG
                           signed non-solicitation, non-compete and
                           confidentiality agreements in the forms attached as
                           Exhibits 4 and 5, respectively.

                  (29)     Prior to Closing, the Fair Labor Standards Act
                           status of each employee of RIG shall be determined
                           by RIG.

                  (30)     Prior to Closing, each RIG insurance carrier will
                           have been provided with a commingling letter as
                           required by Maryland law in the form attached hereto
                           as Annex 8.2 (30).

                  (31)     Prior to Closing, ACNB will have been afforded the
                           opportunity to perform a due diligence review of the
                           Armor Transaction.

                  (32)     Prior to Closing, ACNB will have been afforded the
                           opportunity to perform a due diligence review of the
                           NeSmith Transaction.


         8.3      CONDITIONS TO THE OBLIGATIONS OF RIG AND THE RIG SHAREHOLDER.
                  The obligations of RIG and the RIG Shareholder to effect the
                  transactions shall be subject to the satisfaction or waiver
                  prior to the Effective Time of the following additional
                  conditions:

                  (1)      Each of the representations, warranties and covenants
                           of ACNB Corp contained in this Agreement shall be
                           true and correct in all Material respects on the
                           Effective Time as if made on such date (or on the
                           date when made in the case of any representation or
                           warranty which specifically relates to an earlier
                           date); ACNB Corp shall have performed each of its
                           covenants and agreements contained in this Agreement;
                           and RIG shall have received a certificate signed by
                           the President or Executive Vice President and
                           Secretary of ACNB Corp dated as of the date of the
                           Closing, to the foregoing effect.

                  (2)      ACNB Corp shall have performed and complied in all
                           Material respects with all obligations and agreements
                           required by this Agreement to be performed or
                           complied with by it prior to or at the Closing.

                                       52
<PAGE>

                  (3)      RIG shall have received an opinion dated as of the
                           Effective Time from Shumaker Williams, P.C. or other
                           counsel reasonably satisfactory to RIG, addressed to
                           RIG and the RIG Shareholder, substantially in the
                           form attached hereto as Exhibit 3.

                  (4)      The RIG Shareholder shall have received an opinion
                           or advice satisfactory to the RIG Shareholder from
                           Beard Miller, LLP, or such other accounting or law
                           firm reasonably acceptable to the RIG Shareholder,
                           reasonably satisfactory in form and substance to the
                           RIG Shareholder as to the tax matters relating to
                           this Agreement and the transactions contemplated
                           hereby.

                  (5)      Frank C. Russell, Jr. and Rena Russell shall be
                           removed as guarantors from the Armor Loan.

                             SECTION 9. TERMINATION

         This Agreement may be terminated, and the acquisition abandoned, at any
time prior to the Effective Time, whether before or after the receipt of
required approvals only if one or more of the following events shall occur:

         9.1      by the mutual written consent of the Parties hereto;

         9.2      by RIG, if (i) by written notice to ACNB Corp that there has
                  been a Material breach of any obligation of ACNB Corp
                  contained herein and such breach has not been remedied within
                  twenty (20) days after receipt by ACNB Corp of written notice
                  specifying the nature of such breach and requesting that it be
                  remedied or (ii) by written notice to ACNB Corp that any
                  condition in Subsections 8.1 and 8.3 to RIG's obligations
                  hereunder has not been satisfied prior to Closing or such
                  earlier date as may be specified herein;

         9.3      (a) by ACNB Corp, if (i) by written notice to RIG that there
                  has been a Material breach of any obligation of RIG contained
                  herein and such breach has not been remedied within twenty
                  (20) days after receipt by RIG of written notice specifying
                  the nature of such breach and requesting that it be remedied
                  (ii) by written notice to RIG that any condition in
                  Subsections 8.1 and 8.2 to ACNB Corp's obligations hereunder
                  has not been satisfied prior to Closing or such earlier date
                  as may be specified herein or (iii) by written notice to RIG
                  if any matter has come to the attention of ACNB in the course
                  of their due diligence investigation, or otherwise, with
                  respect to the Armor Transaction or the NeSmith Transaction
                  that, in ACNB's sole opinion, that leads ACNB to believe that
                  it would be inadvisable for ACNB in ACNB's sole and exclusive
                  judgment, to proceed with the transactions contemplated by
                  this Agreement; (b) for the purpose of Section 9.3(a)(i) the
                  failure to Close by December 31, 2004 in and of itself will
                  not be a Material breach.

                                       53
<PAGE>

         9.4      by ACNB Corp or RIG, if the Closing shall not have occurred on
                  or prior to December 31, 2004, unless the failure of such
                  occurrence shall be due to the Material failure of the Party
                  seeking to terminate this Agreement to perform or observe its
                  agreements as set forth in this Agreement required to be
                  performed or observed by such Party on or before the Closing;
                  provided, however, that such date may be extended by the
                  written agreement of the Parties; or

         9.5      by ACNB Corp or RIG, if the conditions set forth in Subsection
                  8.1(2) are unable to be fulfilled as a result of either
                  Party's inability to obtain necessary regulatory approvals and
                  consents by December 31, 2004; provided, however, that such
                  date may be extended by the written agreement of the Parties.


                        SECTION 10. EFFECT OF TERMINATION

         10.1     EFFECT. In the event of termination of this Agreement as
                  provided above, this Agreement shall immediately become null
                  and void and the transactions contemplated herein shall
                  thereupon be abandoned, except that the provisions relating to
                  brokers Subsections 4.8 and 5.16, limited liability Subsection
                  10.2, confidentiality Subsection 10.3, publicity Section 18,
                  and expenses Section 11 of this Agreement shall survive.

         10.2     LIMITED LIABILITY. The termination of this Agreement in
                  accordance with the terms of Section 9 shall create no
                  liability on the part of any Party, or on the part of any
                  Party's directors, officers, shareholders, agents or
                  representatives, except that if this Agreement is terminated
                  by ACNB Corp by reason of a Material breach by RIG, or if this
                  Agreement is terminated by RIG by reason of a Material breach
                  by ACNB Corp, the breaching Party shall be liable to the
                  nonbreaching Party or Parties for all costs or such liability
                  as may be pursued and found as a matter of law or in equity,
                  including but not limited to, reasonable out-of-pocket costs
                  and expenses reasonably incurred by the nonbreaching Party or
                  Parties in connection with the preparation, execution and
                  consummation of this Agreement, including the fees of its or
                  their counsel, accountants, consultants and other
                  representatives.

         10.3     CONFIDENTIALITY. In the event of the termination of this
                  Agreement, neither ACNB Corp nor RIG shall use or disclose to
                  any other person any confidential information obtained by it
                  during the course of its investigation of the other party or
                  parties.


                              SECTION 11. EXPENSES

         11.1     Each Party hereto will bear all expenses incurred by it in
                  connection with this Agreement and the transactions
                  contemplated hereby. In the event of termination of this


                                       54

<PAGE>

                  Agreement pursuant to Section 9, this Agreement shall
                  thereafter become void and there shall be no liability on the
                  part of any Party hereto or their respective officers or
                  directors, except as provided in Subsections 10.2 and 10.3 and
                  11.2 hereof, and except that any such termination shall be
                  without prejudice to the rights of any Party hereto arising
                  out of the intentional or willful breach of any covenant or
                  intentional or willful misrepresentation contained in this
                  Agreement by any other Party hereto.

         11.2     So long as ACNB Corp shall not have breached its obligations
                  hereunder, if this Agreement is terminated by ACNB Corp
                  pursuant to Subsection 9.3(i), RIG shall promptly, but in no
                  event later than thirty (30) business days after such
                  termination, pay ACNB Corp a fee of $250,000, which amount
                  shall be payable by check and shall be liquidated and
                  exclusive damages. If RIG fails to promptly pay the amount due
                  pursuant to this Subsection 11.2, and, in order to obtain
                  payment, ACNB Corp commences a suit which results in judgment
                  against RIG for all or a substantial portion of the fee set
                  forth in this Subsection 11.2, RIG shall pay to ACNB Corp all
                  costs and expenses (including reasonable attorney's fees)
                  incurred by ACNB Corp in connection with such suit.

         11.3     INTENTIONALLY OMITTED..

                           SECTION 12. CONFIDENTIALITY

         Any non-public or confidential information disclosed by RIG, the RIG
Shareholder or by ACNB Corp pursuant to this Agreement or as a result of the
discussions and negotiations leading to this Agreement, or otherwise disclosed,
or to which any other party has acquired or may acquire access, and indicated
(either expressly, in writing or orally, or by the context of the disclosure or
access) by the disclosing Party to be non-public or confidential, or which by
the context thereof reasonably appears to be non-public or confidential, shall
be kept strictly confidential and shall not be used in any manner by the
recipient except in connection with the transactions contemplated by this
Agreement. To that end, the Parties hereto will each, to the maximum extent
practicable, restrict knowledge of and access to non-public or confidential
information of the other Party to its officers, directors, employees and
professional advisors who are directly involved in the transactions contemplated
hereby and reasonably need to know such information. Further to that end, all
non-public or confidential documents (including all copies thereof) obtained or
created hereunder by any Party shall be returned as soon as practicable after
any termination of this Agreement.


                                       55
<PAGE>

                      SECTION 13.  SURVIVAL OF REPRESENTATIONS
                              AND WARRANTIES, ETC.

         Except as otherwise provided in this Section 13, the representations
and warranties set forth in Sections 4 and 5 hereof shall be deemed to have been
relied upon by the Party to whom they are made and shall survive Closing unless
by their terms, an earlier time is specified. All covenants and duties which
relate to a time after Closing, including but not limited to those contained in
Sections 3.1, 3.3, 3.4, 3.7, 6.11, 6.14, 6.15, 6.16, 6.18, 9, 10, 11, 12, 13,
14, 15, 16, 17, 19, 20, 21, 22, 24, and 27 shall survive Closing and all other
covenants and duties which do not relate to a time after Closing shall not
survive Closing. No investigation made by or on behalf of either Party shall
affect the representations and warranties made pursuant to this Agreement.

                              SECTION 14. EMPLOYEES

         14.1     Except as may be otherwise specifically agreed to in writing
                  by the Parties and subject to ACNB Corp's satisfactory review
                  of personnel records, ACNB Corp and any of its affiliates
                  (collectively, the "ACNB Corp Affiliates") shall continue to
                  employ all persons who are officers and employees of RIG
                  immediately before the Effective Time as officers and
                  employees of RIG or an ACNB Corp Affiliate immediately
                  following the Effective Time. Except for Frank C. Russell,
                  Jr., the hired officers and employees will be employees'
                  at-will with no express or implied right to continued
                  employment. It shall be a condition to employment by ACNB Corp
                  or any ACNB Corp Affiliate that any former officer or employee
                  of RIG agree to cancel any existing employment contract,
                  agreement or understanding between him or herself and RIG,
                  including, without limitation, all benefits related to
                  severance arrangements, bonuses, upon a change of control or
                  otherwise and release ACNB Corp, ACNB Corp Affiliates and RIG
                  from all contractual obligations under such agreements, prior
                  to accepting such new employment and without accepting any of
                  the severance benefits or other benefits or payments
                  associated with such contract, agreement or understanding.

         14.2     ACNB Corp reserves any and all rights it may have regarding
                  modification, amendment or termination of RIG's present
                  health, welfare, benefit, pension and profit sharing plans.
                  Any rights that ACNB Corp has to modify, amend or terminate
                  such plans are unconditional if they are done to alleviate or
                  correct any problems or deficiencies in the structure or
                  administration of the plans. All other modifications,
                  amendments or terminations of the plans are subject to the
                  plans remaining, in the aggregate, at least equal to or better
                  than RIG's existing plans.


                                       56
<PAGE>

                              SECTION 15. OFFICERS

         15.1     OFFICERS.  Frank C. Russell, Jr. shall be employed
as                President pursuant to the terms and conditions of his
                  respective Employment Agreement attached as Exhibit 1 and Dan
                  Coughlin shall be employed as Vice President of RIG as an
                  employee at will.

                           SECTION 16. INDEMNIFICATION

         16.1     From and for 3 years after the Effective Time, subject to the
                  terms and conditions of this Agreement, the RIG Shareholder
                  shall indemnify and hold harmless ACNB Corp from and against
                  any and all liabilities, losses, costs, damages, judgments,
                  settlements, penalties, fines, interest, obligations or
                  expenses of any kind whatsoever (including, without
                  limitation, reasonable attorneys' accountants', consultants'
                  or experts' fees and disbursements) ("Losses") which ACNB Corp
                  or any of its affiliates actually suffers, incurs or sustains
                  arising out of or attributable to (whether or not arising out
                  of third party claims) (i) any breach of any representation or
                  warranty made by RIG or the RIG Shareholder in this Agreement,
                  (ii) any breach of any covenant to be performed by RIG or the
                  RIG Shareholder pursuant to this Agreement, (iii) any Loss
                  incurred by ACNB Corp in respect of any legal, administrative,
                  arbitral, governmental or other proceedings, actions or
                  governmental investigations of any nature ("Legal
                  Proceedings") in progress, open, pending or threatened on the
                  Effective Time and (iv) any actions, suits or proceedings,
                  whether civil, criminal, administrative or investigative
                  (including an action by or in the right of the corporation),
                  commenced on or after the Effective Date which relate to
                  facts, circumstances, events or actions on or prior to the
                  Effective Date against ACNB Corp, brought by reason of the
                  fact that ACNB Corp is a successor by operation of law to RIG.

         16.2     The RIG Shareholder shall indemnify and hold harmless ACNB
                  Corp from and against any Losses, that ACNB Corp may sustain
                  or become subject to as a result of the assertion against ACNB
                  Corp of any liability or obligation with respect to any and
                  all taxes, charges, fees, levies, penalties or other
                  assessments imposed by any United States federal, state, local
                  or foreign taxing authority, including, but not limited to,
                  income, excise, property, sales, transfer, franchise payroll,
                  gains, withholding, ad valorem, social security, surplus lines
                  or other taxes, including any interest penalties or additions
                  attributable thereto ("Taxes") attributable to RIG prior to
                  the Effective Date. This Section 16.2 and the obligations
                  hereunder shall be, and continue without limitation and shall
                  not be subject to any of the limitations on time or amounts as
                  set forth in this Section 16.


         16.3     (I) The RIG Shareholder shall indemnify and hold harmless ACNB
                  Corp and its assigns, successors, affiliates, directors,
                  officers and representatives from any and all Losses resulting
                  from or in connection with any investigation, litigation,
                  claims, suits and causes of action that are associated with or
                  arise from the criminal investigation of William Miller and
                  the administrative order previously issued or the facts


                                       57
<PAGE>

                  associated therewith. Further, the RIG Shareholder shall fully
                  cooperate in any manner with regard to defending any
                  litigation, claims, suits and causes of action that are
                  associated with William Miller. This Section 16.3(i) and the
                  obligations hereunder shall be, and continue without
                  limitation and shall not be subject to any of the limitations
                  on time or amounts as set forth in this Section 16.

                  (II) The RIG Shareholder shall indemnify and hold harmless
                  ACNB Corp and its assigns, successors, affiliates, directors,
                  officers and representatives from any and all Losses resulting
                  from or in connection with any investigation, litigation,
                  claims, suits and causes of action or UCC Financing Statements
                  that are associated with or arise from the contracts entered
                  into by and between Frank C, Russell, Jr, RIG and Norvergence
                  or any further assignment of such contracts; or contracts
                  entered into by and between Frank C, Russell, Jr, RIG and
                  Continental Casualty Company or any further assignment of such
                  contracts. This Section 16.3(ii) and the obligations hereunder
                  shall be, and continue without limitation and shall not be
                  subject to any of the limitations on time or amounts as set
                  forth in this Section 16.

         16.4     From and for 3 years after the Effective Time, subject to the
                  terms and conditions of this Agreement, ACNB Corp shall
                  indemnify and hold harmless, the RIG Shareholder from and
                  against any and all Losses which either actually suffers,
                  incurs or sustains arising out of or attributable to (whether
                  or not arising out of third party claims) (i) any breach of
                  any representation or warranty made by ACNB Corp in this
                  Agreement (ii) any breach of any covenant to be performed by
                  ACNB Corp pursuant to this Agreement.

         16.5     The indemnified Party shall promptly notify the indemnifying
                  Party of the discovery by it of, or the assertion against it
                  of, any claim or potential liability for which indemnification
                  is provided herein or the commencement of any action or
                  proceeding in respect of which indemnity may be sought
                  hereunder; provided, however; that the failure promptly to
                  give such notice shall affect any indemnified Party's rights
                  hereunder only to the extent that such failure shall (i)
                  actually materially and adversely affect any indemnifying
                  Party or its rights hereunder or (ii) result in the
                  indemnified Party failing to give notice of a claim for
                  indemnification prior to the expiration of the survival period
                  set forth in Section 16 hereof to which the claim relates.

         16.6     The right of an indemnified Party under this Section 16 shall
                  be subject to the following conditions and limitations: (1)
                  notice of any claim for indemnification under Section 16 shall
                  have been given prior to the expiration of the survival period
                  set forth in Subsections 16.1 and 16.4; (2) notice of any
                  claim for indemnification with respect to Taxes and Losses
                  attributable thereto, as set forth in Subsection 16.1 and
                  Subsection 16.4, shall have been given prior to the expiration
                  of the applicable statute of limitations (giving effect to any

                                       58
<PAGE>

                  extensions thereof) for the assertion of claims by the
                  relevant tax authority; and (3) with respect to a claim for
                  indemnification arising out of or involving an assertion by a
                  third party of liability on the part of an indemnified Party,
                  the indemnified Party shall advise the indemnifying Party of
                  all facts relating to such assertion within the knowledge of
                  the indemnified Party, and shall afford the indemnifying Party
                  the opportunity, at the indemnifying Party's cost and expense,
                  to defend against such claims for liability; in any such
                  action or proceeding, the indemnified Party shall have the
                  right to retain its own counsel and to participate in the
                  defense, but the fees and expenses of such counsel shall be at
                  the expense of the indemnified Party unless (1) the
                  indemnifying Party and indemnified Party mutually agree in
                  writing to the retention of such counsel or (2) in the
                  reasonable judgment of counsel for the indemnifying Party,
                  representation of the indemnifying Party and the indemnified
                  Party by the same counsel would be inadvisable due to actual
                  or potential differing or conflicts of interest between them.

         16.7     Except in connection with the obligations under Sections 16.2
                  and 16.3(i) and 16.3(ii):

                  (a)      Notwithstanding anything else to the contrary
                           contained herein and in addition to any of the other
                           conditions, limitations and exclusions set forth
                           herein, the RIG Shareholder shall not be required to
                           indemnify ACNB Corp, and neither ACNB Corp shall seek
                           indemnity from the RIG Shareholder for Losses for
                           which ACNB Corp is indemnified by any Person who is
                           not affiliated with a Party, whether pursuant to an
                           insurance policy, guarantee or otherwise.

                  (b)      The indemnification obligations under this Section
                           shall be net of any indemnity, contribution, or
                           similar payments received hereunder from any third
                           party not affiliated with a Party with respect to
                           Losses indemnified hereunder.

         16.8     The indemnifying Party shall have the right to settle or
                  compromise any claim or liability subject to indemnification
                  under this Section 16 which is susceptible to being settled or
                  compromised, provided, however, that any such settlement shall
                  require the consent of the indemnified Party, which consent
                  shall not be unreasonably withheld, provided further however,
                  that the consent of the indemnified Party shall not be
                  required if (i) the terms of the settlement require only the
                  payment of damages and payment of the full amount of the
                  relevant indemnification obligation to the indemnified Party
                  is assured and (ii) the indemnified Party is not otherwise
                  materially and adversely affected by the terms of the
                  settlement.

         16.9     For the limited purposes of determining the RIG Shareholder's
                  indemnification obligations under this Section 16, the
                  "materiality" test set up by the use of the terms material,
                  materially, material adverse effect or similar words to that

                                       59
<PAGE>

                  effect in this Agreement shall be deemed to have been met
                  where a Party has incurred, suffered or sustained an actual
                  Loss.

         16.10    The time periods and amounts for indemnification under this
                  Section 16 shall be unlimited if Losses or Taxes are the
                  result of or caused by fraud, the intentional or willful
                  actions, or criminal actions on the part of a Party. In
                  addition, the rights of a Party shall be unlimited in
                  connection with Losses that are caused by or the result of
                  fraud, the intentional and willful actions, or criminal
                  actions on the part of the other Party. In the case of willful
                  and intentional actions such actions require the actual
                  knowledge by the Party that (i) in the case of a breach of
                  representation or warranty that such representation or
                  warranty was materially inaccurate at the time it was made,
                  and (ii) in the case of a material breach of a covenant that
                  such action or inaction that caused the breach was taken or
                  not taken with the intent to take or not take said action. The
                  indemnification provisions of Section 16 are in addition to,
                  and not in derogation of, any statutory, equitable, or common
                  law remedy any Party may have in connection with matters
                  within Section 16.10 of this Agreement.

         16.11    The RIG Shareholder shall obtain and maintain an errors and
                  omissions insurance "tail coverage" policy for three years
                  after the Effective Time that will include the directors and
                  officers of RIG.

         16.12    The RIG Shareholder hereby agrees that he will not make any
                  claim for indemnification against ACNB Corp by reason of the
                  fact that he was a shareholder, director, officer, employee,
                  or agent of RIG or was serving at the request of such entity
                  as a partner, trustee, shareholder, director, officer,
                  employee, or agent of another entity, whether such claim is
                  for judgments, damages, penalties, fines, costs, amounts paid
                  in settlement, losses, expenses, or otherwise and whether such
                  claim is pursuant to any statute, charter, complaint, claim or
                  demand brought by ACNB Corp against such RIG Shareholder
                  (whether such action, suit, proceeding, complaint, claim, or
                  demand is pursuant to this Agreement, applicable law, or
                  otherwise).

         16.13    (a) Except as provided in Subsections 16.2 and 16.3(i) and
                  16.3(ii), the RIG Shareholder shall have no liability (for
                  indemnification or otherwise) with respect to the matters
                  described in this Section until the total of all Losses with
                  respect to such matters exceeds $50,000, and then only for the
                  amount by which such Losses exceed $50,000.

                  (b) Except as provided in Subsections 16.2 and 16.3(i) and
                  16.3(ii), notwithstanding any other provisions of this
                  Agreement or any other document, the maximum aggregate
                  liability of the RIG Shareholder under this Agreement shall be
                  one hundred percent (100%) of the amount of the aggregate
                  Purchase Price Consideration actually received by the RIG
                  Shareholder.

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<PAGE>

         16.14    If ACNB Corp proposes to set-off against the Contingent Cash
                  Consideration earned with respect to the indemnification
                  obligations of the RIG Shareholder, then ACNB Corp and the RIG
                  Shareholder shall attempt to mutually agree on the amount of
                  the scheduled amount of the Contingent Cash Consideration to
                  be set-off.

                          SECTION 17. ENTIRE AGREEMENT

         This Agreement, and all Exhibits, Annexes and Schedules attached
hereto, embody the entire agreement among the Parties hereto with respect to the
matters agreed to herein. All prior negotiations, discussions and agreements by
and among the Parties hereto with respect to matters agreed to in this
Agreement, or the Exhibits, Annexes or Schedules hereto, are hereby superseded
and shall have no force or effect.

                              SECTION 18. PUBLICITY

         Except as provided in Subsection 6.10, the content and timing of all
publicity and announcements concerning this Agreement, and all transactions
contemplated by this Agreement, shall be subject to joint consultation and
approval of the Parties hereto, subject, however, to the legal and regulatory
obligations applicable to the Parties, specifically ACNB Corp shall be permitted
to make disclosures it deems necessary to comply with its obligations as a
publicly held company.


                        SECTION 19. AMENDMENT AND WAIVER

         Neither this Agreement, nor any term, covenant, condition or other
provision hereof, may be amended, modified, supplemented, waived, discharged or
terminated except by a document in writing signed by the RIG Shareholder and
duly authorized officers by the respective boards of directors of RIG and ACNB
Corp.

                            SECTION 20. GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Maryland except to the extent that federal law is
controlling.



                           SECTION 21. COMMUNICATIONS

         All notices, claims, requests, demands, consents and other
communications which are required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given if hand delivered, sent by
recognized overnight delivery service, sent by certified or registered mail,
postage prepaid, return receipt requested, or by confirmed telecopy as follows:

                                       61

<PAGE>


         21.1     IF TO ACNB CORP, to:

                  ACNB CORP.
                  16 Lincoln Square
                  Gettysburg, PA 17325-0219
                  Attn: Ronald L. Hankey, Chairman

                  or to such other person or place as shall be designated to RIG
                  and the RIG Shareholder in writing, and with a copy to:

                  SHUMAKER WILLIAMS, P.C.
                  3425 Simpson Ferry Road
                  Camp Hill, PA 17011
                  Attn:  Nicholas Bybel, Jr., Esquire

         21.2     IF TO RIG OR THE RIG SHAREHOLDER, to:

                  RUSSELL INSURANCE GROUP
                  2526 W. Liberty Road
                  Westminster, Maryland 21157
                  Attn: Frank C. Russell, Jr., President

                  or to such other person or place as shall be designated to
                  ACNB Corp in writing, and with a copy to:

                  RICHARD G. SOLOMON, ESQUIRE
                  15245 Shady Grove Road, Suite 355
                  Rockville, MD 20850


         Any such notice or other communication so addressed shall be deemed to
have been received by the addressee (1) if hand-delivered or sent by overnight
delivery, on the next business day following the date so delivered or sent, (2)
if sent by registered or certified mail, five (5) business days following the
date sent, or (3) if sent by telecopy, upon verbal telephone confirmation of
receipt thereof by an individual authorized to accept telecopy communications at
the above-specified telecopy number as of the date of such receipt or
confirmation.


                       SECTION 22. SUCCESSORS AND ASSIGNS

         The rights and obligations of the Parties hereto shall inure to the
benefit of and shall be binding upon the successors and assigns of each of them;
provided, however, that ACNB Corp shall be permitted to assign any of the
rights, interest or obligations hereunder to any ACNB Corp Affiliate or
successor without the prior written consent of the other Party.


                                       62
<PAGE>

                   SECTION 23. INTERPRETATION; HEADINGS, ETC.

            The headings of the Sections and Subsections of this Agreement have
been inserted for convenience only and shall not be given substantive or
interpretative effect whatsoever. In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any provisions
of this Agreement.


                            SECTION 24. SEVERABILITY

         In the event that any one or more provisions of this Agreement shall
for any reason be held invalid, illegal or unenforceable in any respect, by any
court of competent jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement and the Parties shall
use their best efforts to substitute a valid, legal and enforceable provision
which, insofar as practicable, implements the purposes and intents of this
Agreement.


                     SECTION 25. NO THIRD PARTY BENEFICIARY

         Except as expressly provided for herein, nothing in this Agreement is
intended to confer upon any person who is not a Party hereto any rights or
remedies of any nature whatsoever under or by reason of this Agreement.

                            SECTION 26. COUNTERPARTS

         To facilitate execution, this Agreement may be executed in as many
counterparts as may be required; and it shall not be necessary that the
signatures of, or on behalf of, each Party, or that the signatures of all
Persons required to bind any Party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each Party, or that the
signatures of the Persons required to bind any Party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the Parties hereto.


                         SECTION 27. FURTHER ASSURANCES

         Each Party will execute and deliver such instruments and take such
other actions as the other Party hereto may reasonably request in order to carry
out the intent and purposes of this Agreement.

                                       63
<PAGE>


                        SECTION 28. DISCLOSURE SCHEDULES

            The inclusion of a given item in a disclosure schedule annexed to
this Agreement shall not be deemed a conclusion or admission that such item (or
any other item) is Material or has a Material Adverse Effect. The Disclosure
Schedules shall be construed with and as an integral part of this Agreement to
the same extent as if the same had been set forth verbatim herein. Any matter
disclosed pursuant to the Disclosure Schedules shall be deemed to be disclosed
for all purposes under this Agreement, but such disclosure shall not be deemed
to be an admission or representation as to the Materiality of the item so
disclosed.


                                       64
<PAGE>



         IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed, as of the date set forth
above.

<TABLE>
<S>                                                   <C>

ATTEST:                                               ACNB CORP


By:                                                   By:
   -----------------------------------------            ----------------------------------------------
                                                           Thomas A. Ritter
                                                           Chief Executive Officer

ATTEST:                                              ACNB ACQUISITION, LLC



By:                                                  By:
   -----------------------------------------            ----------------------------------------------




ATTEST:                                              RUSSELL INSURANCE GROUP



By:                                                  By:
   -----------------------------------------            ----------------------------------------------
                                                            Frank C. Russell, Jr.
                                                            President


WITNESS:                                             RUSSELL SHAREHOLDER



By:                                                  By:
   -----------------------------------------            ---------------------------------------------------
                                                            Frank C. Russell, Jr.
</TABLE>

                                       65





<PAGE>

                 AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT


         This AMENDMENT NO. 1 to THE STOCK PURCHASE AGREEMENT, is dated as of
December 31, 2004 (the "Amendment"), and entered into among ACNB Acquisition
Subsidiary LLC, a Maryland limited liability company ("Acquisition Subsidiary"),
ACNB Corporation, a Pennsylvania corporation ("ACNB"), Russell Insurance Group,
Inc. ("RIG"), a Maryland corporation and Frank C. Russell, Jr., an adult
individual ("Seller" or the "RIG Shareholder") (each a "Party") (all parties are
collectively referred to as the "Parties").

         WHEREAS, the Parties entered into a Stock Purchase Agreement, dated as
of November 19, 2004 (the "Agreement");

         WHEREAS, the Parties hereto wish to modify and amend the Agreement as
set forth herein;

         NOW, THEREFORE, in consideration of the premises, covenants and
agreements hereinafter set forth, the Parties hereto agree as follows:

1. Amendment to Section 2.1 of the Agreement.

Section 2.1 of the Agreement is hereby amended and restated in its entirety to
read as follows:

         Provided that all conditions precedent set forth in this Agreement
         shall have been satisfied or shall have been waived in accordance with
         Section 19 of this Agreement, the closing of the transactions
         contemplated by this Agreement (the "Closing") shall take place at the
         offices of ACNB Corp, 16 Lincoln Square, Gettysburg, Pennsylvania, or
         such other mutually agreed upon location, on such date and at such time
         as shall be agreed upon by the Parties, which date shall, unless
         otherwise agreed upon by the Parties, be the first business day of a
         calendar month and not be later than the 15th business day after the
         last approval of required governmental authorities is granted and any
         related waiting periods expire, but in no event later then January 7,
         2005, unless extended by both Parties in writing. At the Closing, the
         Parties shall deliver the certificates required by Sections 8.2(1) and
         8.3(1) of this Agreement, the tax forms required by Section 6.14 and
         such other documents and instruments as may be necessary or appropriate
         to effectuate the purposes of this Agreement.


2. Amendment to Section 9.3 of the Agreement.

Section 9.3 of the Agreement is hereby amended and restated in its entirety to
read as follows:



                  (a) by ACNB Corp, if (i) by written notice to RIG that there
                  has been a Material breach of any obligation of RIG contained
                  herein and such breach has not been remedied within twenty
                  (20) days after receipt by RIG of written notice specifying
                  the nature of such breach and requesting that it be remedied
                  (ii) by written notice to RIG that any condition in

<PAGE>

                  Subsections 8.1 and 8.2 to ACNB Corp's obligations hereunder
                  has not been satisfied prior to Closing or such earlier date
                  as may be specified herein or (iii) by written notice to RIG
                  if any matter has come to the attention of ACNB in the course
                  of their due diligence investigation, or otherwise, with
                  respect to the Armor Transaction or the NeSmith Transaction
                  that, in ACNB's sole opinion, that leads ACNB to believe that
                  it would be inadvisable for ACNB in ACNB's sole and exclusive
                  judgment, to proceed with the transactions contemplated by
                  this Agreement; (b) for the purpose of Section 9.3(a)(i) the
                  failure to Close by January 7, 2005 in and of itself will not
                  be a Material breach.

3. Amendment to Section 9.4 of the Agreement.

Section 9.4 of the Agreement is hereby amended and restated in its entirety to
read as follows:

                  by ACNB Corp or RIG, if the Closing shall not have occurred on
                  or prior to January 7, 2005, unless the failure of such
                  occurrence shall be due to the Material failure of the Party
                  seeking to terminate this Agreement to perform or observe its
                  agreements as set forth in this Agreement required to be
                  performed or observed by such Party on or before the Closing;
                  provided, however, that such date may be extended by the
                  written agreement of the Parties; or

4. Amendment to Section 9.5 of the Agreement.

Section 9.5 of the Agreement is hereby amended and restated in its entirety to
read as follows:

                  by ACNB Corp or RIG, if the conditions set forth in Subsection
                  8.1(2) are unable to be fulfilled as a result of either
                  Party's inability to obtain necessary regulatory approvals and
                  consents by January 7, 2005; provided, however, that such date
                  may be extended by the written agreement of the Parties.

5. Miscellaneous.

(a) The Agreement is incorporated herein by reference.

(b) Except as otherwise set forth herein, the Agreement, as amended hereby,
shall remain in full force and effect and the Parties shall have all the rights
and remedies provided thereunder with the same force and effect as if the
Agreement was restated herein in its entirety.

(c) The provisions hereof shall be binding upon and inure to the benefit of the
Parties and their respective executors, heirs, personal representatives,
successors and assigns.

(d) This Amendment may be executed and delivered in several counterparts with
the intention that all such counterparts, when taken together, constitute one
and the same instrument.

<PAGE>


6.       This Amendment shall constitute an amendment to the Agreement in
accordance with Section 19 of the Agreement.

         IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date first above written.


ATTEST:                                     ACNB CORPORATION

By:                                         By:
----------------------------                ---------------------------------



ATTEST:                                     ACNB ACQUISITION SUBSIDIARY LLC

By:                                         By:
----------------------------                ---------------------------------


ATTEST:                                     RUSSELL INSURANCE GROUP, INC.

By:                                         By:
------------------------------             ----------------------------------


WITNESS:                                    RIG SHAREHOLDER

By:                                         By:
------------------------------            -----------------------------------