Exhibit
14.1




Embassy
Bancorp, Inc.
 Code
of Conduct (2-09)
 
 Introduction
 
 Directors
and officers of Embassy Bancorp, Inc. and other persons having the power to
direct the management of the institution stand in a fiduciary relationship to
the institution, to its account holders and to its shareholders.  As a
result of this fiduciary relationship, Company officers, Directors and other
“affiliated persons” have a fundamental duty to avoid placing themselves in
positions which create, or which could lead to, conflicts of interest or even
the appearance of such conflicts.  Consequently, the Company has
adopted a specific Code of Conduct Policy.  This plan is both general
and specific in that it takes into consideration the conflict of interest and
corporate opportunity regulations and policies that govern all banks, and
addresses specifically the Company’s proposed business operations and
personnel.
 
 This Code
of Conduct Policy identifies areas in which conflicts of interest and
usurpations of corporate opportunity could arise; describes policies and actions
the Company will institute to avoid abuses in those areas; and establishes
procedures for dealing with violations of the institution’s
policies.  This plan further describes specific business activities
that the Company’s Directors and/or organizers are engaged in, and that the
Company also is permitted by law to entertain, and gives a specific plan for
dealing with the conflicts of interest and corporate opportunity problems in
these areas.  All persons who are affected by this Policy will receive
copies of the Policy and will be required to become familiar with
it.  Further, all persons will be informed that their continued
association with the Company depends upon their full compliance with the
institution’s policies.
 
 I.        
     IDENTIFICATION OF AREAS OF
CONFLICT OF INTEREST CONCERN
 
 A.            Conflicts
of Interest and Usurpations of Corporate Opportunity
 
 The Board
of Directors acknowledges that it constitutes a breach of fiduciary duty for any
officer or Director to take advantage of a business opportunity for his/her own
or another related person’s personal profit or benefit when the opportunity is
one that is within the corporate powers of the Company (or a service
corporation) and when the opportunity is of present or potential practical
advantage to the Company.
 
 B.      
      Conflicts of Interest Transactions Prohibited
Under Federal Law or Regulation
 
 1.      The
Company or any subsidiary may not, directly or indirectly, purchase or lease
from, jointly own with, or sell or lease to, an affiliated person of the Company
any interest in real or personal property unless the transaction is determined
by the Board of Directors to be fair to, and in the best interests of, the
Company.  Approval requirements are noted in the section entitled
“Specific Policies To Avoid Usurpations of Opportunity and Conflicts of
Interest” (hereinafter “Specific Policies”) contained in Section II.B.,
below.
  
  2.      The
Company may make loans to Directors of the Company, corporations in which a
Director together with one or more other Directors has a controlling interest,
partnerships in which a Director is a general or limited partner, and persons
owning over five percent of the depository or its holding company, at rates,
terms and conditions that are comparable to those that are available to the
general public.
 
 3.      The
Company may not invest, either directly or indirectly, in the stock, bonds,
notes or any other securities of any affiliated person.
 
 4.      The
Company may not, either directly or indirectly, purchase securities under a
repurchase agreement from any affiliated person of the Company.
 
 5.      The
Company or a subsidiary may not, either directly or indirectly, make any loan
to, or purchase (other than through a secondary market, such as the Federal Home
Loan Mortgage Corporation) any loan made to, any third party on the security of
real property purchased from any affiliated person of the Company, unless the
property was a single-family dwelling owned and occupied by the affiliated
person as his principal residence.
 
 6.      The
Company or a subsidiary may not, either directly or indirectly, make a loan to,
or purchase a loan made to, any third party secured by real property with
respect to which any affiliated person of the Company holds a security
interest.
 
 7.      The
Company or a subsidiary may not, either directly or indirectly, accept the stock
of the Company held by any affiliated person of the Company as security for a
loan to any third party made or purchased by the Company or a
subsidiary.
 
 8.      The
Company or a subsidiary may not, either directly or indirectly, maintain a
compensating balance with respect to a loan made by any third party to any
affiliated party of the Company.
 
 9.      The
Company or a subsidiary may not, either directly or indirectly, enter into any
guarantee arrangement or make any takeout commitment with respect to a loan made
by a third party to any affiliated party of the Company.
 
 10.    No
affiliated person of the Company may receive, directly or indirectly, from the
Company, from a subsidiary of the Company or from any other source, any fee or
other compensation of any kind in connection with the procurement of a loan from
the Company or any subsidiary of the Company.
 
 11.    No
person, including an affiliated person, may give or receive any fee, kickback or
item of value for referring business incident to a real estate settlement
service, and no person may give or accept any portion, split or percentage of
any charges made for rendering such settlement service, in connection with any
real estate loan made by the Company.
  2
  12.    No
officer, Director, employee, agent or attorney of the Company may corruptly ask
for or receive anything of value from any person with the intent of influencing
or being influenced in connection with any transaction or business of the
Company.  This is a Federal criminal offense which, depending upon the
value of the item received or requested, may involve imprisonment for up to five
years and fine of up to $5,000 or three times the value of the amount given or
requested.
 
 13.    The
Company may not grant any loan on the prior condition, agreement or
understanding that a borrower contract with a specific person for title or other
insurance, building materials, construction, legal, real estate agency,
brokerage or property management services.
 
 14.    Notwithstanding
the provisions of subsections 10 and 11, transactions with businesses for the
provision of goods and/or services to be utilized by the Bank for the benefit of
the Company, shall not be prohibited with businesses in which an affiliated
person is a principal or employee.
 
 C.       
     Conflicts of Interest Generally
 
 The
corporate opportunity and specific conflicts prohibitions noted above may not be
all-inclusive of transactions that could create a real or potential conflict of
interest.  In addition to these specific provisions and as noted in
the Introduction hereto, Directors, officers and other affiliated persons of the
Company have a fundamental duty to avoid placing themselves in any position
which creates, or which leads to, or could lead to, a conflict of interest or
even the appearance of such a conflict between the accomplishment of the
purposes of the Company and the personal financial interests of the Directors,
officers or other affiliated persons.
 
 II.
              SPECIFIC POLICIES TO
      AVOID USURPATIONS OF OPPORTUNITIES AND CONFLICTS OF
      INTEREST
 
 The
Company recognizes that the potential for abuse in the areas cited in Section I
varies with each institution depending upon its Board and management personnel
and the activities in which it engages.  This section thus describes
the Company’s specific policies to address conflicts and usurpations of
corporate opportunities.  The section which follows deals with these
areas again in light of the Company’s Board of Directors composition and its
proposed business plan.
 
 A.        
    Identification of Affiliated Persons
  3
  Not less
than annually, the President/CEO of the Company shall prepare a list of all
affiliated persons of the Company.  This list shall be reviewed by the
officers and Directors for its completeness.  All officers, Directors
and employees of the Company are hereby instructed to report all proposed
transactions with any affiliated persons as identified on such list to the
President/CEO, which proposed transaction must then be specifically approved by
the President/CEO as being in compliance with this policy and with all Federal
and State regulations.
 
 B.        
    Usurpations of Corporate Opportunity
 
 The Board
of Directors will periodically review the Company business and the investment
powers afforded by Federal and State law, and it will define the types of
transactions which will be considered as potential opportunities for the
Company.  If the Board determines that a potential opportunity exists
for the Company, and that such opportunity is not precluded to the Company by
Federal or State law, the Company will not direct, refer or permit persons
covered by this Policy to take advantage of that business opportunity for their
own personal profit, unless and until a disinterested and independent majority
of the Company’s Board, after receiving a full and fair presentation of the
matter, has rejected the opportunity as a matter of sound business judgment,
taking into consideration such factors as the Company’s financial resources, the
risks entailed, and the projected profitability of the opportunity.
 
 C.        
    Purchases and Sales of Assets Involving Affiliated
Persons
 
 Any
transactions that involve the purchase from, sale to, or joint ownership with,
an affiliated person, of an interest in real or personal property and covered
under Section I.B.(1) of this policy must (1) receive prior written approval of
the applicable regulatory authorities confirming that the terms of such
transactions are fair to, and in the best interests of the Company; (2) be
supported by an independent appraisal not prepared by an affiliated person or
employee of the Company or any subsidiary; and (3) be approved in advance by a
resolution duly adopted, with full disclosure, by at least a majority (with no
Director having an interest in the transaction voting) of the entire Board of
Directors of the institution or the subsidiary (or alternatively by a majority
of the  total votes eligible to be cast by the voting members of the
institution at a meeting called for such purpose, with no votes cast by proxies
not solicited for such purpose).  Full disclosure must include the
affiliated person’s source of financing for any real property involved,
including whether the Company or any subsidiary thereof has a deposit
relationship with the financial institution or holding company affiliated
thereof which is to provide the financing.
 
 D.        
    Loans Involving Affiliated Persons
 
 Permitted
loans secured by an affiliated person’s principal residence (referred to in
Section I.B.2.a., above), and loans for construction, adding to, or equipping an
affiliated person’s principal residence (and for such other consumer-type
purposes permitted under and referred to in Section III.B.2.c., above), must be
approved in advance by a resolution duly adopted after full disclosure by at
least a majority (with no Director having an interest in the transaction voting)
of the entire Board of Directors of the Company.  Full disclosure must
include whether the loan is made on substantially the same terms, including
interest rate and collateral, as those prevailing at the time for comparable
loans to members of the general public.  Any loan for a purpose
described in this section must be at an interest rate not below the Company’s
current cost of funds, including all savings accounts and
borrowings.  Provided, however, that in the case of a loan secured by
a savings account, the interest rate shall be at least two percent (2%) above
the rate of return on the savings account.  The required resolution of
the Board of Directors in the case of loans secured by a principal residence and
loans for home improvement purposes must set forth the Company’s current cost of
funds, including the elements of its computation, and a justification of the
more favorable rate if the loan is to an affiliated person other than a salaried
officer or employee of the Company or any subsidiary.
  4
  E.          
   Commercial Loans to Affiliated Persons
 
 A
permitted extension of commercial credit to an affiliated person must be
approved in advance by a resolution duly adopted after full disclosure (with any
interested Director abstaining) of the entire Board of
Directors.  Full disclosure must include whether the loan is made on
substantially the same terms, including interest rate and collateral, as those
prevailing at the time for comparable loans to members of the general
public.
 
 F.         
    Acceptance of Benefits
 
 The Board
of Directors will adopt and distribute to all employees, officers, Directors,
agents and attorneys of the Company, a statement regarding the acceptance of
meals, entertainment and other items of minimal value from customers in the
course of conducting business on behalf of the Company.
 
 G.             Loan
Procurement Fees
 
 On a
continuing basis, the Company will closely scrutinize its loan files to confirm
that no affiliated persons of the Company have received any loan procurement
fees or fees of any sort for referring business of the Company incident to a
real estate settlement service.
 
 The
diversified nature of the Company business and the diversified occupations and
pursuits of its affiliated persons do not permit the establishment of policies
to deal with all manner of conflicts and potential conflicts that may be
objectionable.  Nevertheless, given the specific areas of Federal
regulatory concern and the policies adopted by the Company to avoid conflicts in
those areas, two concluding statements can be made in respect to conflicts
compliance by the Company’s Board of Directors and management.  First,
loans to affiliated persons, and other loans to third parties involving
affiliated persons, which are for purposes different from, or are in amounts in
excess of, those permitted (and referred to in this Policy), are not authorized
by Federal Regulation.  Furthermore, such loans constitute
impermissible conflicts of interest, and subject both the Company and the
affiliated persons involved to severe regulatory sanctions.  Second,
the receipt of procurement fees by affiliated persons, the tying of loans to the
use of other services which may be provided by affiliated persons, and the
unauthorized acquisition by, or sale to, an affiliated person of the Company
property or assets, also subject the Company to similar
sanctions.
  5
  III.
              CONFLICTS AND
      CORPORATE OPPORTUNITY CONSIDERATIONS ARISING OUT OF BOARD/ORGANIZER
      COMPOSITION
 
 The Board
of Directors is to be comprised of individuals with varied business and
professional experiences who are sufficiently knowledgeable about the business,
real estate, financial and legal operations of a financial institution that they
can provide proper guidance and management to it.  The nature of the
financial institution business and the requirements for knowledge and
experienced professionals necessarily means that Directors and Officers will
have other professional pursuits which may overlap with those of the
Company.  Sufficient care must be exercised to insure against possible
conflicts and usurpations of corporate opportunity by persons with such
overlapping professional interests.
 
 The Board
of Directors of the Company does contain individuals with business interests
that have the potential for conflicts, and this will be the subject of care to
prevent such conflicts and usurpations of corporate authority.  The
following discussions of each Director is intended to serve as a warning of the
possible conflicts and to help each Director recognize and understand the
potential problems.
 
 In view
of the business involvements of the organizers of the Company, potential
conflicts or usurpations of corporate opportunity are possibilities that could
arise in a number of ways, including, for example:
 
 A.       
     A Director who is a real estate investor or an
affiliated person that is a real estate holding company seeks to acquire a tract
of land or other real property for investment, development or resale, and the
property is one in which the Company has lawful authority to acquire and/or
develop.
 
 B.          
  An affiliated person that is a real estate development company or a
general contracting firm seeks to obtain acquisition, development or
construction financing from the Company.
 
 C.         
   A third-party purchaser seeks to obtain a loan from the
Company secured by real estate acquired from an officer or Director or from an
affiliated person that is a real estate holding company or real estate
development firm as to which real estate the officer or Director or affiliated
person holds a security interest.
  6
  D.         
   An officer or Director or affiliated person that is a real
estate holding company or a real estate development firm that seeks to sell to,
or acquire from, the Company an interest in real estate owned by the officer,
Director or affiliated person without first obtaining regulatory
approval.
 
 E.        
    A Director or an affiliated person that is an insurance
company seeks to attract policyholders having a relationship with the Company,
and that insurance business is one in which the Company has lawful authority to
engage through a service corporation.
 
 F.        
    An affiliated person that is an equipment leasing firm
seeks to acquire and lease equipment within the Company’s market area, and the
leasing of equipment is a lawful activity for the Company directly or through a
service corporation.
 
 G.         
   An affiliated person that is an attorney, his law firm, a CPA,
or his accounting firm, provides services to the Company or to customers of the
Company and charges exorbitant fees or customers of the Company are required to
use certain legal, accounting, or other professional or business services as a
condition for the receipt of loans.
 
 H.         
   An affiliated person that is a data processing firm seeks to
provide data processing and other computerized services to the Company’s
customers, and providing data processing services is an activity in which the
Company has lawful authority to engage through a service
corporation.
 
 Listing
types of situations that could arise as a result of the Company’s diverse Board
of Directors composition is not intended as an indictment of any individual
Director, nor is it intended to be all-inclusive of the kinds of transactions
that could create real or potential conflicts or corporate opportunity
considerations.  Rather, it is intended as a reference to the specific
regulated areas of conflicts concerned and the plans the Company will utilize to
avoid such conflicts.
 
 The
Company commits that it will make loans to Directors or senior officers only at
the same rates and terms as are available to the general public.  In
addition, any fees paid to affiliated attorneys for professional services will
be approved by disinterested members of the Company’s Board in advance of
incurring the services, and borrowers and other customers will be advised of
their freedom to choose attorneys and other persons with whom they deal in
connection with the Company loans.  All such fees will be verified by
the Company to insure that they are normal fees charged in such
transactions.
  7
  The
Company officers and Directors will be accountable to the Company’s
shareholders.  Full and complete disclosure of all remuneration and
benefits to officers and Directors will be required and will be
provided.
 
 IV.
              NOTICE AND
      SANCTIONS
 
 A.      
      Notice
 
 Directors,
officers, and employees of the Company shall hereby be put on notice that
violations of Federal and State regulations concerning conflicts of interest and
usurpations of corporate opportunity jeopardize the good standing and financial
health of the Company and that such violations will be regarded by the Board
with utmost concern.  Directors who are found to have violated these
regulations shall be required (1) to return to the Company any benefits received
and/or (2) to resign from the Board.  Officers who are found to have
violated these regulations (1) may be required to return to the Company any
benefits received and (2) shall be subject to dismissal.  A copy of
this policy shall be given to all Directors, officers and employees at the time
of this initial appointment to the position.
 
 B.        
    Disclosure of Conflicts
 
 Directors,
officers and employees shall be encouraged to bring any known or potential
conflicts or usurpations to the attention of the Board of Directors, or, if
appropriate, to the Chair of the Audit Committee.
 
 C.             Matters
Not Covered by This Statement
 
 The Board
recognizes that it is impossible to define every practice that could constitute
an objectionable conflict.  The omission of any specific policy of
limitation or prohibition noted above, however, shall not be regarded as
approval of practices or conditions not specifically covered, and the Board of
Directors will take appropriate action to prevent and eliminate conflicts when
circumstances so warrant.
 
 D.       
     Copies of Policy
 
 This
policy shall be reproduced in writing and given to each prospective Director
prior to his/her nomination and to every officer upon his/her
employment.
 
 V.
              POLICY
      REVISION
 
 This
policy shall be reviewed by the Board at least annually and revised if
appropriate.
 
 VI.
              FINANCIAL AND OTHER
      REPORTING
  8
  A.    
        The Company shall provide full,
fair, accurate, timely and understandable disclosure of any and all information
required to be disclosed in all periodic reports required to be filed with the
FDIC, pursuant to the Securities Exchange Act of 1934 and the regulations
adopted there under by the FDIC and the SEC.
 
 B.      
      Such disclosure shall included any and all
information and financial data required to be disclosed by applicable rules and
regulations as well as any additional information necessary to make the
information disclosed not misleading.
 
 C.        
    The Company shall, in press releases, reports to
shareholders, annual and quarterly reports and proxy materials, provide to its
shareholders and the public, in a timely manner, any and all material financial
and other information concerning the Company, so that its shareholders and the
public are fully informed as to its financial condition, operating results and
prospects.  Press releases and public announcements shall be made as
needed in order to insure full, fair, accurate, and timely disclosure of all
material information concerning the Company.
 
 VII.
              COMPLIANCE WITH
      APPLICABLE GOVERNMENTAL RULES AND
  REGULATIONS
 
 It is the
policy of the Company to comply with the letter and spirit of any and all
government laws, rules and regulations affecting or regulating its business and
operations and the public disclosure of all required information, without
exception.
 
 VIII
              PUBLIC DISCLOSURE OF
      CODE OF CONDUCT
 
 The
Company shall, in its public filings, as required by the Securities Exchange Act
of 1934, disclose the adoption of this Code of Conduct and the fact that it
applies to the Company’s Senior Financial Officer, Chief Executive Officer ant
to all Directors and other officers of the Company. The Company shall report on
Form 8-K any change in or waiver of any provisions of the Code of conduct for
the benefit of any officer or Director of the Company.
 
 IX.
              ENFORCEMENT
 
 All
officers of the Company and all Directors shall immediately disclose to the full
Board, including the Chair of the Audit Committee, any transaction,
relationships or conduct on their part or on the part of any other officer or
Director, which would result in a violation of this Code of
Conduct.  Any such violations shall be dealt with by the Board,
including, with the advice of the Company’s counsel, seeking restitution of any
benefits received, removal and termination and such other remedies as shall be
appropriate.