Orrstowm Financial Services, Inc.

Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-164780

March 16, 2010

Orrstown Financial Services, Inc.
Orrstown Financial Services, Inc.
Follow-on Offering of Common Shares
$40,000,000
March 2010
NASDAQ: ORRF
Jeffrey
Jeffrey
W.
W.
Embly
Embly
EVP, Chief Credit Officer
EVP, Chief Credit Officer
Bradley
Bradley
S.
S.
Everly
Everly
SVP, Chief Financial Officer
SVP, Chief Financial Officer
Thomas R. Quinn, Jr.
Thomas R. Quinn, Jr.
President & Chief Executive Officer
President & Chief Executive Officer

2
Safe Harbor Regarding Forward-Looking Statements
This
presentation
may
contain
forward-looking
information
about
Orrstown
Financial
Services,
Inc.
that
is
intended
to
be
covered
by
the
safe
harbor
for
forward-looking
statements
provided
by
the
Private
Securities
Litigation
Reform
Act
of
1995.
Actual
results
and
trends
could
differ
materially
from
those
set
forth
in
such
statements
due
to
various
risks,
uncertainties
and
other
factors.
Such
risks,
uncertainties
and
other
factors
that
could
cause
actual
results
and
experience
to
differ
from
those
projected
include,
but
are
not
limited
to,
the
following:
ineffectiveness
of
the
Company’s
business
strategy
due
to
changes
in
current
or
future
market
conditions;
the
effects
of
competition,
and
of
changes
in
laws
and
regulations,
including
industry
consolidation
and
development
of
competing
financial
products
and
services;
interest
rate
movements;
changes
in
credit
quality;
volatilities
in
the
securities
markets;
and
deteriorating
economic
conditions,
and
other
risks
and
uncertainties,
including
those
detailed
in
Orrstown
Financial
Services,
Inc.’s
filings
with
the
Securities
and
Exchange
Commission.
The
statements
are
valid
only
as
of
the
date
hereof
and
Orrstown
Financial
Services,
Inc.
disclaims
any
obligation
to
update
this
information.
Free Writing Prospectus Statement
The
Company
has
filed
a
registration
statement
(including
a
prospectus)
with
the
SEC
(File
No.
333-164780)
for
the
offering
to
which
this
communication
relates.
Before
you
invest,
you
should
read
the
prospectus
in
that
registration
statement,
the
preliminary
prospectus
supplement
and
other
documents
that
the
Company
has
filed
with
the
SEC
for
more
complete
information
about
the
Company
and
the
offering.
You
may
obtain
these
documents
without
charge
by
visiting
EDGAR
on
the
SEC
website
at
www.sec.gov.
Alternatively,
copies
of
the
preliminary
prospectus
supplement
and
the
prospectus
relating
to
the
offering
may
be
obtained
from
Sandler
O'Neill
+
Partners,
L.P.,
919
Third
Avenue,
6th
Floor,
New
York,
NY
10022,
(800)
635-6859
or
from
Janney
Montgomery
Scott
LLC
at
60 State St. 35th Floor, Boston, MA
02109, (617) 557-2971, or by email at prospectus@janney.com.
Legal Disclaimers

3
Issuer:
Orrstown Financial Services, Inc.
Type of Offering:
Follow-on Public Offering
Type of Security:
Common Stock
Ticker Symbol:
ORRF
Exchange:
NASDAQ Capital Market
Offering Size:
Gross Proceeds of $40 Million
Over-Allotment Option:
15%
Use of Proceeds:
General corporate purposes including organic growth and
strategic acquisitions
Sole Book-Running Manager:
Sandler O'Neill + Partners, L.P.
Co-Lead Manager:
Janney Montgomery Scott
Offering Details

4
•
Regional
community
bank
with
operations
presence
in
South
Central
Pennsylvania
and
Western
Maryland
•
Deep
and
experienced
management
team
with
strong
community
ties,
operational
ability
and
proven
track
record
of
acquisition
integration
•
Significant
market
share
position
and
critical
mass
in
its
primary
markets
of
operation
•
Opportunity
to
enhance
position
by
taking
advantage
of
market
dislocation
to
expand
franchise
through
continued
new
hires,
local
franchise
acquisitions
and
FDIC –
assisted
transactions
•
Track
record
of
strong
profitability
and
delivery
of
value
to
shareholders
–
five
year
average
ROAA
of
1.5%
and
ROAE
of
14.6%
•
Solid
pre-offering
capital
position
without
having
taken
TARP
funds
–
7.6%
TCE
/
TA
(1)
and
11.3%
Total
Risk-Based
Capital
Ratio
•
Conservative
lending
practices
have
resulted
in
strong
asset
quality
metrics
in
a
difficult
credit
environment
(NPAs
/
Assets
of
0.44%
as
of
December
31,
2009)
Offering Highlights & Rationale
Source: Company Documents
(1)
The ratio of tangible common equity, or TCE, to tangible assets, or TA, is a non-GAAP-based financial measure.  In order to calculate tangible 
common equity and tangible assets, the Company’s management subtracts intangible assets from both common equity and assets.  The most directly 
comparable GAAP-based measure is the ratio of stockholders’ equity to assets.  Please see the Appendix for a reconciliation of non-GAAP financial 
measures.

5
2009 Achievements
•
Achieved record earnings in a challenging environment
•
Added 7,499 new customers as deposit base grew by more than 20%
•
12 net new hires, primarily in customer facing positions (including 14 sales-related
positions), bringing total headcount to nearly 300
•
Significant investment in technology, including consumer and mortgage lending initiatives
•
Trust and brokerage assets under management grew 24%
•
Increased
dividends
for
over
20
consecutive
years,
10
year
annual dividend
CAGR
(1)
of
15.8%
•
Listed on the NASDAQ Capital Market and added to Russell 2000 and 3000 indicies
•
Net charge-offs to average loans for 2009 of 11 basis points
(1) Compound Annual Growth Rate

6
Franchise Overview
•
Headquartered in Shippensburg, PA
•
Founded in 1919
•
21 branches in Pennsylvania and Maryland
–
8 branches in Cumberland County, PA
–
7 branches in Franklin County, PA
–
4 branches in Perry County, PA
–
2 branches in Washington County, MD
•
$1.2 billion in assets and $915 million in
deposits as of December 31, 2009
•
In addition to community banking services,
provides trust and investment services to
individuals, businesses, non-profits and
municipalities ($740 million of trust and
brokerage assets under management)
•
Ranked as one of the top 200 best
performing community banks in the nation
since 2006 (based on 3 year average ROAE
of publicly traded commercial banks)
(1)
(1)
Based
on
reports
published
by
U.S.
Banker
in
June
2006
-
2009.

7
Experienced Management Team
Executive
Title
Years with ORRF
Banking Experience
Thomas R. Quinn, Jr.
President / CEO
1 Year
20 Years
Jeffrey W. Embly
Executive Vice President / Chief Credit Officer
13 Years
18 Years
Bradley S. Everly
Senior Vice President / Chief Financial Officer
12 Years
32 Years
Philip E. Fague
Executive Vice President / Mortgage & Consumer Business 
22 Years
22 Years
Jeffrey S. Gayman
Senior Vice President / Chief Commercial Officer
14 Years
15 Years
Barbara E. Brobst
Senior Vice President, Senior Trust Officer, Orrstown Financial Advisors
10 Years
29 Years
Gary R. Holder
Senior Vice President / Chief Retail Officer
7 Years
17 Years
Michelle N. Paulnock
Senior Vice President of Operations
1 Year
33 Years
Benjamin S. Stoops
Senior Vice President / Chief Technology Officer
12 Years
39 Years
Mark G. Bayer
Vice President  & Director of Marketing
3 Years
23 Years
Stephen C. Caldwell
Vice President  & Director of Human Resources
8 Years
8 Years

8
$601,460
$809,031
$884,979
$1,051,783
$1,196,432
$460,386
$618,827
$701,964
$820,468
$881,074
$462,822
$638,719
$646,356
$757,368
$915,170
2005
2006¹
2007
2008
2009
2005
2006¹
2007
2008
2009
2005
2006¹
2007
2008
2009
Note: Dollar values in thousands
Source: Company Documents
Track Record of Strong Growth
Assets
Loans
Deposits
CAGR: 17.6%
CAGR: 18.5%
CAGR: 18.8%
(1) 2006 reflects the acquisition of the First National Bank of Newport ($120mm of assets and $106mm of deposits)

9
Favorable Performance Relative
to Regional Peers
(1)
(1) Includes publicly-traded Mid-Atlantic commercial banks with assets between $1bn and $2bn as identified in the Appendix.
23.22%
5
47.35%
6.71%
Non-Interest Income / Revenue
(0.01%)
3
1.36%
(3.98%)
2009 ROAA
(1.20%)
5
18.30%
(53.81%)
2009 ROAE
0.00%
17.79%
0.84%
5.65%
1.95%
55.42%
2.43%
0.69%
5
2.68%
NCOs / Average Loans
106.96%
3
426.42%
Reserves / NPAs
1.42%
6
3.56%
Reserves / Gross Loans
12.87%
16
17.89%
Total Risk-Based Capital Ratio
6.63%
6
13.15%
Tangible
Common
Equity
Ratio
(2)
68.92%
2
105.85%
Efficiency Ratio
3.56%
10
4.72%
Net Interest Margin
Metric
Range
Rank/19
Peer AVG.
3.66%
58.85%
7.6%
11.3%
1.26%
207.56%
12.48%
1.19%
0.11%
30.74%
Source: Company Documents; SNL Financial
(2) See note on page 4 regarding non-GAAP financial measures.

10
Summary Financial Highlights
(2) See note on page 4 regarding non-GAAP financial measures.
Source: Company Documents; SNL
Year Ended December 31,
(Dollar Values in Thousands)
2005
2006
2007
2008
2009
Total Assets
$601,460
$809,031
$884,979
$1,051,783
$1,196,432
Gross Loans
$460,386
$618,827
$701,964
$820,468
$881,074
Total Deposits
$462,822
$638,719
$646,356
$757,368
$915,170
Total Shareholder's Equity
$57,310
$89,388
$96,124
$103,347
$110,886
Net Income
$9,987
$11,632
$12,558
$13,103
$13,373
Diluted Earnings Per Share
$1.69
$1.79
$1.86
$1.94
$1.98
Return on Average Assets
1.81%
1.61%
1.50%
1.38%
1.19%
Return on Average Equity
18.69%
15.10%
13.64%
13.20%
12.48%
Return
on
Average
Tangible
Equity
(1)
19.28%
18.98%
18.02%
17.02%
15.73%
Net Interest Margin
4.55%
4.32%
4.08%
3.93%
3.66%
Efficiency Ratio
52.86%
53.98%
55.58%
56.73%
58.85%
Non-Interest Expense / Avg. Assets
3.15%
2.99%
2.97%
2.98%
2.87%
Tang.
Common
Equity
/
Tang.
Assets
(2)
9.2%
8.6%
8.7%
8.0%
7.6%
Total Risk-Based Capital Ratio
12.8%
12.0%
11.6%
10.9%
11.3%
Non-Performing Assets / Assets
0.30%
0.05%
0.04%
0.09%
0.44%
Loan Loss Reserves / Gross Loans
0.96%
0.89%
0.87%
0.87%
1.26%
(1) Return on average tangible equity is a non-GAAP-based financial measure calculated using non-GAAP-based amounts, including management’s definition of
tangible assets and tangible common equity.  The most directly comparable GAAP-based measure is return on average equity.  Please see the Appendix for a
reconciliation of non-GAAP financial measures.

11
Pro Forma Capital Ratios
7.6%
10.5%
7.6%
10.5%
10.1%
14.0%
11.3%
15.3%
0.00%
6.00%
12.00%
18.00%
TCE / TA
(1)
Tier
1
Leverage
(2)
Tier 1 RBC
(2)
Total RBC
(2)
31-Dec-09
Pro Forma
(1) See note on page 4 regarding non-GAAP financial measures.
(2) Calculated in accordance with bank regulatory requirements.
Note: Assumes a $40 million offering with an underwriting  spread of 5.50% and other expenses of $250,000.  Net proceeds are risk-weighted at 50%.
Source: Company Documents

12
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
03/07
06/07
09/07
12/07
03/08
06/08
09/08
12/08
03/09
06/09
09/09
12/09
03/10
30%
40%
50%
60%
70%
80%
90%
100%
110%
120%
Volume
ORRF
NASDAQ Bank Index
Regional Peers¹
Stock Performance & Liquidity
Three Year Stock Price Performance
(44.22%)
(15.49%)
3.28%
ORRF Listed on NASDAQ
April 28, 2009
(1) Includes publicly-traded Mid-Atlantic commercial banks with assets between $1bn and $2bn as identified in the Appendix.
Source: SNL Financial
Average Daily Volume -
Pre and Post NASDAQ Listing
Feb. 23, 2007 -
April 27, 2009
1,063 shares
April 28, 2009 -
March. 12, 2010
12,978 shares
Price Performance Since NASDAQ Listing
48.16%

13
Targeted Market Area
•
Currently operating 21 full-service
locations along the Route 81 corridor
from Washington County, Maryland
through Franklin, Cumberland and
Perry Counties, Pennsylvania
•
The combined population of the
current market area is approximately
573,000 as of June 30, 2009
•
The current combined market has
over $8.6 billion in total deposits as
of June 30, 2009
•
Orrstown has $915 million deposits
as of December 31, 2009 or
approximately 10.6% of the total
market
share
in
its
market
area
(1)
Source: SNL Financial; Company Documents
(1) Based on June 30, 2009 total deposits in market.

14
Key Saturation Markets
2.50%
12.90%
57.89%
Deposit Growth
Year-Over-Year
(2)
(%)
Market
Population
Branches
2009
Deposits
($000)
(1)
2009
Total Market
(1)
Deposits ($000)
Market Share
Market
Rank
Shippensburg
5,586
2 + 2 ATMs
$232,393
$380,911
61.01%
1
Carlisle
17,970
4
$174,082
$847,553
20.54%
2
Chambersburg
17,862
3
$120,320
$840,830
14.31%
3
(1) As of June 30, 2009
(2) June 30, 2008 –
June 30, 2009
Source: FDIC; National Census Bureau

15
Market Share & Demographics
(1)
Data
as
of
September
30,
2009
(2)
Based
on
FDIC
data
as
of
June
30,
2009
Source:
SNL
Financial;
Federal
Housing
Finance
Agency
Home
Price
Index
Perry
Cumberland
Washington
Franklin
Adams
York
Dauphin
ORRF Market Share²
2009
Pop. Growth
Household Inc. Growth
Household Price Appreciation¹
Unemploy.
Deposits
Mkt. Share
County
Population
'00 -
'09
08 -
'14 Est.
'00 -
'09
08 -
'14 Est.
1YR
5YR
Rate
($000)
Branches
(%)
Rank
Current
Counties
of
Operations
Cumberland, PA
232,724
8.9%
4.1%
31.8%
6.4%
(3.5%)
40.6%
6.2%
$419,719
8
9.95
4
Franklin, PA
145,306
12.4%
5.9%
27.9%
4.3%
(7.7%)
(3.8%)
7.2%
$265,171
7
14.08
5
Perry, PA
45,728
4.9%
2.1%
22.4%
5.2%
-
-
8.1%
$100,782
4
17.40
2
Washington, MD
148,968
12.9%
5.8%
22.0%
7.9%
-
-
7.8%
$23,588
2
1.21
11
Aggregate / Median
572,726
10.6%
4.9%
25.2%
5.8%
(5.6%)
18.4%
7.5%
$809,260
21
Contiguous
Counties
Total In Market
Adams, PA
103,380
13.2%
5.3%
26.2%
3.0%
-
-
6.7%
$1,176,372
30
York, PA
258,263
2.6%
1.1%
32.3%
5.0%
(5.7%)
22.2%
7.1%
$6,204,185
100
Dauphin, PA
431,670
13.1%
6.4%
30.6%
3.9%
-
-
6.8%
$4,611,726
153
Aggregate / Median
793,313
13.1%
5.3%
30.6%
3.9%
(5.7%)
22.2%
6.8%
$11,992,283
283
Maryland
5,733,229
8.3%
3.1%
26.9%
4.2%
(7.5%)
16.0%
7.2%
Pennsylvania
12,598,860
2.6%
0.8%
32.7%
4.9%
(1.4%)
22.3%
8.5%
US
309,731,508
10.1%
4.6%
29.8%
4.1%
(3.8%)
4.6%
9.7%

16
Deposit Composition
Source: Company Documents
(Dollars in Thousands)
December 31, 2007
December 31, 2008
December 31, 2009
Deposit Type
Amount
% of Total
Amount
% of Total
Amount
% of Total
Period End Balances
Non-Interest Bearing DDA
$91,365
14.1%
$84,261
11.1%
$90,676
9.9%
Interest Bearing DDA
231,413
35.8%
272,372
36.0%
353,428
38.6%
Savings deposits
64,292
9.9%
60,846
8.0%
60,032
6.6%
Time deposits < $100,000
147,211
22.9%
211,354
27.9%
179,362
19.6%
Time deposits > $100,000
112,075
17.3%
128,535
17.0%
231,672
25.3%
Total
$646,356
100.0%
$757,368
100.0%
$915,170
100.0%
Annual Growth
1.2%
17.2%
20.8%
Average Total Deposit Cost
2.89%
2.07%
1.52%

17
Investment Portfolio
Gov't
Agency
60.0%
CMO
4.0%
Municipal
19.0%
Cert. of Dep.
2.0%
MBS 
15.0%
Current Par Distribution
Source: Company Documents
•
As of December 31, 2009, the market value of the investment portfolio was approximately $203 million
•
Duration of 3.4 years and average life of 4.0 years
•
Investment portfolio is comprised of 97% A or better rated securities
•
Currently do not hold any corporate or high-yield instruments
AAA
83.5%
A
3.3%
NR
1.4%
BB
0.3%
BBB
1.3%
AA
10.1%
Debt Portfolio Breakdown by Rating

18
Historical Credit Cycle Analysis
NCOs/Average Loans
0.0%
0.1%
0.2%
0.3%
0.4%
0.5%
ORRF
Regional Peers¹
0.06%
0.54%
0.26%
0.11%
Non-Performing Assets/Total Assets
0.0%
0.5%
1.0%
1.5%
2.0%
ORRF
Regional Peers¹
0.09%
1.28%
0.63%
0.44%
(1) Includes publicly-traded Mid-Atlantic commercial banks with assets between $1bn and $2bn as identified  in the Appendix.
Source: Company Documents; SNL Financial 

19
Disciplined Credit Culture
•
Created
the
position
of
Chief
Credit
Officer
in
September
2009
to
further
strengthen
the
approval
process
and
provide
independence
between
sales
and
credit
•
Conservative
Loan
Approval
Authorities:
–
No
individual
commercial
lender
has
a
maximum
aggregate
approval
authority
over
$350,000
–
Chief
Commercial
Officer’s
maximum
aggregate
approval
authority
of
$500,000
–
Chief
Credit
Officer’s
maximum
aggregate
approval
authority
of
$1
million,
with
any
single
loan
approved
of
$500,000 or
greater
reviewed
and
ratified
by
Executive
Loan
Committee
–
Maximum
joint
authority
of
$1.5
million
with
required
ratification
by
Executive
Loan
Committee
•
Global
credit
oversight
by
the
Bank’s
Credit
Administration
Committee,
which
is
comprised
of
four
independent
directors
•
Annual
review
process
that
focuses
on
the
review
of:
–
All
loan
relationships
with
aggregate
committed
exposure
greater
than
or
equal
to
$750,000,
all
Reg
O
loans,
a
sample
of
5%
of
loan
relationships
under
the
threshold
and
any
credits
determined
by
the
Committee
to
be
deserving
of
special
attention
–
Additionally,
all
loan
relationships
with
aggregate
committed
exposure
less
than
or
equal
to
$1
million
are
rated,
with
committee
ratification
and
approval
of
all
gradings

20
Proactive & Thorough Approach
to Credit
•
In
November
2009,
the
Bank
undertook
an
expanded
review
of
the
commercial
loan
portfolio
which
covered
$526
million
in
outstanding
and
committed
balances
•
This
review
was
in
addition
to
the
normal
loan
review
process
conducted
by
loan
review
officers
and
the
Bank’s
Credit
Administration
Committee
•
The
specific
review
process
included:
–
3
employees
and
2
contract
employees
–
Review
of
all
commercial
loan
relations
with
an
aggregate
committed
exposure
greater
than
or
equal
to
$750,000
–
Review
focused
on
global
cash
flow
and
debt
service
coverage
ratios
of
the
borrower,
LTV
ratios
shocked
10
and
20%,
and
borrowers’
and
guarantors’
cash
flow
and
liquidity
•
Reserves
increased
from
0.87%
to
1.26%
as
a
percentage
of
gross
loans
(aggregate
2009
provision
of
$4.9
million
($3.6
million
Q4
2009)
versus
$938,000
of
net
charge
offs)

21
Commercial
75%
Consumer
1%
Residential
Mortgage
11%
Home Equity
Loans & Lines
13%
C&I, Term and
Other
37%
Construction &
Land
Development
17%
Owner Occupied
23%
Multifamily
4%
Non-Owner
Occupied
19%
Loan Portfolio Overview
Loans Stratification by Purpose
Gross Loans: $881 million
Most
Recent
Quarter
Yield:
5.46%
Commercial Loans by Purpose
Source: Company Documents
Commercial

22
Loan Portfolio Overview
Geographic Distribution¹
Commercial Loans by Industry
Cumberland,
PA
41%
Washington,
MD
13%
Other
13%
Franklin, PA
27%
Perry, PA
6%
(1) Based on location where the borrower resides
Source: Company Documents
CRE - Owner-
Occ. and Non
Owner-Occ.
39%
Public Admin.
5%
Non-profit
2%
Other
4%
Transport
1%
Service &
Entertainment
9%
Healthcare
2%
Professional
8%
Finance
2%
Retail Trade
4%
Agriculture
2%
Wholesale Trade
1%
C&D
19%
Manufacturing
2%

23
1.27%
Asset Quality Summary
Source: Company Documents, SNL
For the Quarter ended,
(Dollars in Thousands)
12/31/2008
03/31/2009
06/30/2009
09/30/2009
12/31/2009
30-89 Days Past Due
12,178
13,824
16,563
12,702
19,043
90 Days Past Due and Still Accruing
6,176
6,506
6,324
8,186
6,155
Total Non-Performing Loans and Leases
341
562
1,905
4,710
4,267
ORE and Repossessed Assets
608
558
939
920
1,065
NPAs
& 90 Day Delinquent
7,125
$         
7,626
$         
9,168
$         
13,816
$        
11,487
$        
Non-Performing Loans / Total Loans
0.04%
0.07%
0.23%
0.54%
0.48%
Non-Performing Assets / Total Assets
0.09%
0.10%
0.26%
0.49%
0.44%
Loan Loss Reserve
7,140
$         
7,174
$         
7,413
$         
7,963
$         
11,067
$        
Loan Loss Reserves / Gross Loans
0.87%
0.87%
0.88%
0.92%
1.26%
Reserves / NPLs
2,094%
1,277%
389%
169%
259%
Net Charge-Offs
226
181
61
200
496
Net Charge-Offs / Average Loans (Annualized)
0.11%
0.09%
0.03%
0.09%
0.23%
Provision / Net Charge-Offs
344%
119%
492%
375%
726%

24
Commercial
85%
Res.
Mortgage
14%
Installment
1%
Nonperforming Assets
NPAs
by Type
NPAs
by
Market
1
(1) Based on location where the borrower resides
Source: Company Documents
(Dollar Values in Thousands)
Non-Acc.
Total
Gross
NPAs
/
County
Loans
OREO
NPAs
Loans
Loans+REO
Cumberland, PA
$14
$59
$73
$363,533
0.02%
Franklin, PA
$1,892
$565
$2,457
$239,512
1.02%
Perry, PA
$1,188
$233
$1,421
$49,822
2.84%
Washington, MD
$1,173
$98
$1,271
$111,195
1.14%
Other
$0
$110
$110
$117,012
0.09%
Total
$4,267
$1,065
$5,332
$881,074
0.60%

25
Home Price Appreciation (PA)
(2.00%)
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
14.00%
2004
2005
2006
2007
2008
2009-Q3
Pennsylvania  (5Yr Avg.)
Harrisburg - Carlisle, PA  (5Yr Avg.)
Source: Federal Housing Finance Agency; Freddie Mac

26
Credit Quality Trends
Net Charge-Offs / Average Loans
Non-Performing Assets / Total Assets
Reserves / Loans
Delinquencies / Loans
0.30%
0.05%
0.04%
0.09%
0.44%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
2005
2006
2007
2008
2009
ORRF
Regional Peers¹
0.96%
0.89%
0.87%
0.87%
1.26%
0.85%
0.95%
1.05%
1.15%
1.25%
2005
2006
2007
2008
2009
ORRF
Regional Peers¹
0.11%
0.06%
0.02%
0.00%
0.01%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
2005
2006
2007
2008
2009
ORRF
Regional Peers¹
3.34%
2.30%
1.90%
1.40%
1.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
2005
2006
2007
2008
2009
ORRF
Regional Peers¹
(1) Includes publicly-traded Mid-Atlantic commercial banks with assets between $1bn and $2bn as identified  in the Appendix.
Source: Company Documents; SNL Financial 

27
•
Continue
to
diversify
-
add
additional
consumer
retail
products
and
services
and
expand
delivery
channels
•
Technology
enhancements
to
support
consumer
retail
growth,
diversification,
and
non-
interest
income
goals:
–
Implementing
centralized
consumer
loan
underwriting
system
–
Mortgage
Builder®
end-to-end
mortgage
origination
software
launched
in
March
–
MCIF/CRM
system
implemented
in
2010
–
New
web
site
in
2010
(will
provide
platform
for
new
consumer
and
mortgage
products)
•
Emphasis
on
growing
mortgage
business:
–
New
products
(FHA,
VA,
USDA
Guaranteed
Rural
Housing,
PHFA
First
Time
Home
Buyers)
–
Expanded
mortgage
origination
team
–
Significant
investment
in
technology
to
support
higher
volumes
•
Continue
to
take
advantage
of
market
dislocation
to
hire
talented
bankers
in
the
area
•
Launch
of
formal
“Rising
Star”
program
to
identify
and
promote
the
best
and
brightest
from
within
the
organization
•
Focus
on
gaining
wallet
share
through
needs
analysis
assessment
of
customer
base
The Road Ahead: 2010

28
•
Established South-Central Pennsylvania bank with a history of strong
performance
•
Emphasis on credit quality, return to shareholders, solid financial
performance, and delivering peer-group leading results
•
Well-positioned for future growth throughout the region, both organically
and through acquisitions
•
Deep and experienced management team with strong community ties
and operational ability
Investment Highlights

29
APPENDIX

30
Regional Peer Analysis
(1) See note on page 4 regarding non-GAAP financial measures.
Note: Includes publicly-traded commercial banks with assets between $1bn and $2bn headquartered in the Mid Atlantic
Financial data as of December 31, 2009; Market data as of March 12, 2010
Source: Company Documents; SNL Financial 
Balance Sheet
Non-
Total
Int. Inc./
Res./
NCOs/
NPAs/
Total
Total
Gross
TCE /
RBC
Eff.
Total
Gross
Res./
Ave
Total
Market
Dividend
Assets
Deposits
Loans
TA
(1)
Ratio
ROAA
ROAE
NIM
Ratio
Rev.
Loans
NPAs
Loans
Assets
Cap.
Yield
Company
St.
Ticker
($mm)
($mm)
($mm)
(%)
(%)
(%)
(%)
(%)
(%)
(%)
(%)
(%)
(%)
(%)
($mm)
(%)
Arrow Financial Corporation
NY
AROW
1,842
1,444
1,112
6.8
15.4
1.24
16.16
3.58
59.41
24.52
1.26
315.42
0.09
0.24
286.3
3.82
Eagle Bancorp, Inc.
MD
EGBN
1,806
1,460
1,401
9.0
13.6
0.65
6.49
3.85
63.67
8.99
1.47
76.00
0.42
2.14
238.3
0.00
Suffolk Bancorp
NY
SUBK
1,694
1,385
1,160
8.1
11.7
1.36
18.30
4.72
56.17
13.01
1.06
59.51
0.09
0.96
304.4
2.78
First United Corporation
MD
FUNC
1,682
1,237
1,138
3.6
11.3
(0.14)
(2.50)
3.67
60.01
23.47
1.49
21.14
0.91
4.39
35.9
0.68
First of Long Island Corporation
NY
FLIC
1,675
1,278
828
6.9
15.8
0.96
12.14
3.87
63.02
11.72
1.25
NM
0.00
0.04
184.3
3.13
State Bancorp, Inc.
NY
STBC
1,608
1,350
1,098
7.0
12.5
(0.91)
(9.77)
4.03
71.88
6.71
2.61
426.42
2.64
2.09
128.4
2.54
Canandaigua National Corporation
NY
CNND
1,566
1,378
1,160
6.2
13.8
0.99
14.58
4.06
61.65
31.44
1.23
66.77
0.19
1.36
150.7
3.22
Peapack-Gladstone Financial Corporation
NJ
PGC
1,512
1,350
984
6.1
13.6
0.49
6.11
3.58
65.95
22.13
1.34
58.01
0.61
1.50
118.0
1.48
Tower Bancorp, Inc.
PA
TOBC
1,477
1,222
1,148
10.2
14.5
0.32
3.22
3.49
69.32
18.95
0.84
171.74
0.17
0.38
194.1
4.11
Alliance Financial Corporation
NY
ALNC
1,417
1,076
915
6.0
13.1
0.81
8.68
3.37
66.23
30.13
1.03
125.42
0.64
0.64
132.0
3.92
First Mariner Bancorp
MD
FMAR
1,385
1,147
1,013
2.0
5.7
(1.69)
(53.81)
2.43
104.26
47.35
1.15
17.79
1.17
4.89
7.7
0.00
Royal Bancshares of Pennsylvania, Inc.
PA
RBPAA
1,362
908
706
6.1
15.9
(3.98)
(47.71)
2.45
105.85
20.27
3.56
22.15
2.68
7.76
27.8
0.00
Citizens & Northern Corporation
PA
CZNC
1,322
927
722
8.7
17.9
(3.03)
(27.74)
3.84
55.42
22.58
1.15
80.31
0.04
0.84
141.8
2.74
VIST Financial Corp.
PA
VIST
1,309
1,021
913
4.6
11.8
0.04
0.48
3.06
76.28
34.34
1.25
31.65
0.58
2.80
51.1
2.27
Bryn Mawr
Bank Corporation
PA
BMTC
1,239
938
889
7.5
12.5
0.88
10.55
3.70
67.47
38.90
1.17
120.26
0.76
0.67
162.4
3.06
Center Bancorp, Inc.
NJ
CNBC
1,197
814
715
6.4
12.5
0.37
4.87
2.85
64.82
10.71
1.16
102.69
0.18
0.67
127.7
1.37
CNB Financial Corporation
PA
CCNE
1,162
957
715
5.1
12.0
0.80
12.99
3.82
64.77
20.64
1.35
70.25
0.49
1.20
153.6
3.78
Shore Bancshares, Inc.
MD
SHBI
1,157
991
917
9.4
12.6
0.65
5.39
3.90
64.43
32.02
1.19
52.80
0.81
1.37
112.4
1.80
High
1,842
1,460
1,401
10.2
17.9
1.36
18.30
4.72
105.85
47.35
3.56
426.42
2.68
7.76
304.4
4.11
Low
1,157
814
706
2.0
5.7
(3.98)
(53.81)
2.43
55.42
6.71
0.84
17.79
0.00
0.04
7.7
0.00
Mean
1,467
1,160
974
6.6
13.1
(0.01)
(1.20)
3.57
68.92
23.22
1.42
106.96
0.69
1.89
142.1
2.26
Median
1,447
1,184
950
6.6
12.9
0.57
5.75
3.69
64.80
22.35
1.24
70.25
0.54
1.28
136.9
2.64
Orrstown
Financial Services, Inc.
PA
ORRF
1,196
915
881
7.6
11.3
1.19
12.48
3.66
58.85
30.74
1.26
207.56
0.11
0.44
227.2
2.49
Asset Quality
Profitability (LTM)
Valuation

31
Non-
GAAP Financial Measures
The ratio of tangible common equity to tangible assets is a non-GAAP-based financial measure calculated using non-GAAP-
based
amounts.
The
most
directly
comparable
GAAP-based
measure
is
the
ratio
of
stockholders’
equity
to
assets.
In
order
to
calculate tangible common equity and tangible assets, the Company’s management subtracts intangible assets from both
common equity and assets.  Tangible common equity is then divided by tangible assets to arrive at the ratio of tangible
common equity to tangible assets.  Management uses the ratio of tangible common equity to tangible assets to assess the
strength
of
the
Company’s
capital
position.
A
reconciliation
of
the
ratio
of
stockholders’
equity
to
assets
and
tangible
common
equity to tangible assets is set forth below.
Year Ended December 31,
(Dollar Values in Thousands)
2005
2006
2007
2008
2009
Common Equity
57,310
89,388
96,124
103,347
110,886
Intangible Assets
1,935
21,567
21,368
21,186
20,938
Tangible Common Equity
55,375
67,821
74,756
82,161
89,948
Assets
601,460
809,031
884,979
1,051,783
1,196,432
Intangible Assets
1,935
21,567
21,368
21,186
20,938
Tangible Assets
599,525
787,464
863,611
1,030,597
1,175,494
Equity / Assets
9.53%
11.05%
10.86%
9.83%
9.27%
Tangible Common Equity / Tangible Assets
9.24%
8.61%
8.66%
7.97%
7.65%

32
Non-
GAAP Financial Measures
Return on average tangible equity is a non-GAAP-based financial measure calculated using non-GAAP-based amounts.  The
most directly comparable GAAP-based measure
is return on average equity, which is calculated using GAAP-based amounts. 
The Company calculates the return on average tangible equity by excluding the balance of intangible assets and their related
amortization expense from the calculation of return on average equity.  Management uses the return on average tangible
equity to assess the Company’s core operating results and believes that this is a better measure of our performance.  In
addition, this is consistent with the treatment by bank regulatory agencies, which exclude goodwill and other intangible assets
from the calculation of risk-based capital ratios.  However, these non-GAAP financial measures are supplemental and are not
a substitute for an analysis based on GAAP measures.  A reconciliation of return on average equity to the return on average
tangible equity is set forth below.
Year Ended December 31,
(Dollar Values in Thousands, Except Per Share)
2005
2006
2007
2008
2009
Return on average equity (GAAP basis)
18.69%
15.10%
13.64%
13.20%
12.48%
Effect of excluding average intangible assets and related amortization
0.59%
3.88%
4.38%
3.82%
3.25%
Return on average tangible equity
19.28%
18.98%
18.02%
17.02%
15.73%