Exhibit
2





PLAN OF MERGER AND
REORGANIZATION





Date:  April
18, 2008





EMBASSY BANK FOR THE LEHIGH VALLEY (the
"Bank"), a banking institution organized under the Pennsylvania
Banking Code of 1965, as amended (the "Banking Code"), and EMBASSY INTERIM BANK (the
"Surviving Bank"), an interim bank in organization under the Banking Code, and EMBASSY
BANCORP, INC.  (the "Holding Company"), a Pennsylvania business corporation
organized under the Pennsylvania Business Corporation Law of 1988, as amended, hereby enter into
this Plan of Merger and Reorganization (the "Plan").





In consideration of their mutual
promises and covenants, the parties hereto, deeming it tobe advantageous to their respective
banking associations, corporation and their shareholders, have duly approved
this Plan and its execution, and do hereby adopt this Plan setting forth the
method, terms and conditions of the merger, including the rights under the Plan
of the shareholders of each of the parties, and the agreements concerning the
merger:





1.           Merger.  The
Bank shall merge into the Surviving Bank under the charter of the Surviving
Bank, under the title of "Embassy Bank for the Lehigh Valley", and pursuant to
the provisions of the Banking Code, by the method, on the terms and subject to
the conditions and requirements hereinafter stated. Upon the merger becoming
effective, Bank and Surviving Bank shall be merged into and continued in a
single institution, the Surviving Bank, which shall he a Pennsylvania chartered
bank and which shall be considered the same business and corporate entity as the
constituent institutions.   The Surviving Bank shall thenceforth
be responsible for all of the liabilities and obligations of the
Bank.  The Surviving Bank shall, upon consummation of the merger,
engage in the business of a Pennsylvania chartered bank at the principal office
and the legally established and approved branch offices of the Bank. Surviving
Bank shall maintain the insurance of the Federal Deposit Insurance Corporation
in the same way as it is now carried by the Bank.





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2.           Articles of Incorporation of
Surviving Bank. When the merger becomes effective, the Articles of
Incorporation of the Surviving Bank shall be substantially in the form attached
hereto as Exhibit "A" and by this reference incorporated
herein.





3.           By-Laws of
Surviving Bank.   When the merger
becomes effective, the By-Laws of the Surviving Bank shall be
substantially in the form attached hereto as Exhibit "B" and by this reference incorporated herein
(subject to change as authorized by statute or By-Laws), and the principal office and established
and authorized branch offices of the Bank shall become the principal office and established and
authorized branch offices, respectively, of the Surviving Bank.





4.           Board of Directors of
Surviving Bank.    The persons who shall constitute
the Board of Directors of the Surviving Bank at the time the merger becomes
effective shall be the persons who were then members of the Board of Directors
of the Bank; they shall serve until the subsequent annual meeting of
shareholders of Surviving Bank or until their successors are duly qualified and
elected. Any vacancy in the Board of Directors of the Surviving Bank which may
exist upon or after the effective date of the merger may be filled as provided
by the Articles of Incorporation and By-Laws of the Surviving
Bank.   The officers of the Bank at the time the merger becomes
effective shall hold the same offices in the Surviving Bank.


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5.           Conversion of Shares:
Exchange of Certificates: Capitalization. Upon the merger becoming
effective:





(a)           Each issued
and outstanding share of common stock of the Bank represented by an outstanding
stock certificate shall, ipso facto, and without any action on the part of the
holder thereof, become and be converted into one (1) share of common stock of
the Holding Company, par value $1.00 per share.  As soon as
practicable after the merger becomes effective, holders of shares of Bank common
stock shall be furnished a form letter of transmittal for the tender of their
shares to the Surviving Bank, which shall act as Exchange Agent for the Holding
Company, to be exchanged for new certificates for the appropriate number of
shares of Holding Company common stock.  Holding Company shall be
required to issue certificates for Holding Company common stock only upon the
actual surrender of Bank shares and may require an indemnity agreement or bond
from any Bank shareholder who is unable to surrender his or her certificate by
reason of loss or destruction of the certificate.   Upon
surrender for cancellation to the Exchange Agent of one or more certificates for
shares of Bank common stock, accompanied by a duly executed letter of
transmittal in proper form, the Exchange Agent shall, promptly after the
effective date of the merger, deliver to each holder of such surrendered Bank
certificates new certificates representing the appropriate number of shares of
Holding Company common stock. Until certificates for Bank common stock have been
surrendered and exchanged as herein provided for certificates of Holding Company
common stock, each outstanding certificate for Bank common stock shall be
deemed, for all corporate purposes of the Holding Company, to be the number of
full shares of Holding Company common stock into which the number of shares of
Bank common stock shown thereon have been converted.  In the event
that any certificates for Bank common stock are not surrendered for exchange
within two (2) years from the effective date of the merger, the shares of
Holding Company common stock that would otherwise have been delivered in
exchange for the unsurrendered Bank certificates shall be delivered by the
Exchange Agent to the Holding Company, in which event the persons entitled
thereto shall look only to the Holding Company for delivery of the Holding
Company shares upon surrender of their outstanding certificates for Bank common
stock. Following the expiration of such two (2) year period, the Holding Company
may sell such unclaimed Holding Company common stock, in which event the sole
right of the holders of the unsurrendered outstanding Bank certificates shall be
the right to collect the net sale proceeds held for their account by the Holding
Company.  In the event that Holding Company shall, as required or
permitted by law, pay to the Commonwealth of Pennsylvania any net sale proceeds
relating to unclaimed Holding Company common stock, the holders of unsurrendered
outstanding Bank certificates shall thereafter look only to the Commonwealth of
Pennsylvania for payment on account thereof.





(b)           Prior to
the merger becoming effective, the Surviving Bank will have a capital of
$100,000 consisting of 100,000 issued and outstanding shares of common stock,
par value $1.00 per share, and a surplus of $55,000. Upon the merger
becoming effective, the amount and number of issued and outstanding shares
ofcommon stock of
the Surviving Bank shall be increased, at the time the merger becomes effective,
to an amount equal to the total of the issued and outstanding shares of common
stock of the Bank, now being 6,888,024 shares of common stock, par value $1.00
per share, and of the Surviving Bank immediately before the merger becomes
effective, and the surplus of the Surviving Bank shall, at the time and upon the
condition that the merger becomes effective, be increased to an amount equal to
the total of the surplus of the Bank and of the Surviving Bank immediately
before the merger becomes effective. All of the issued and outstanding shares of
the Surviving Bank, as increased by the number of issued and outstanding shares
of the Bank, shall be issued to and owned by the Holding Company upon the
consummation of the merger.


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(c)           No cash
shall be allocated to shareholders of the Bank or to any other person, firm, or
corporation upon and by reason of the merger becoming effective. Cash fees will,
however, be paid to attorneys, accountants and other like persons who aid in the
accomplishment of the merger and reorganization and other phases of the overall
project; some of these persons may be stockholders of the Bank and of Holding
Company; they will, however, be paid only for the services actually rendered by
them.





(d)           The shares
of the Holding Company, subscribed for by the individual incorporators of the
Holding Company, shall be purchased by them by the payment of each individual
incorporator's own cash to the Holding Company. Upon consummation of the merger,
each individual incorporator of the Holding Company shall sell all of his said
stock subscribed for by him as an incorporator in the Holding Company to the
Holding Company for cash.





(e)           Each then outstanding option to acquire
a share of the common stock of the Bank issued under the
Embassy Bank 2001 Option Plan shall, ipso facto, and without any action on the
part of the holder thereof, become and be converted into an option to acquire a
share of the Holding Company on the same terms and conditions and shall remain
outstanding.   After the merger becomes effective the Holding Company may issue
amended Grant Letters (as defined in the Option Plan) reflecting the
conversion and the assumption of the Plan as provided in Section 12
below.





6.           Dissenting
Shareholders. The rights and remedies of a dissenting shareholder under
Subchapter D of Chapter 15 of the Pennsylvania Business Corporation Law of 1988,
as amended (15 Pa. C.S. §1581 et seq.) shall be
afforded to any shareholder of the Bank who takes the necessary steps to perfect
his rights. The Bank will make whatever payments are to be made to said
dissenting shareholders in the exercise of such rights.  Unless
otherwise provided by law, shares of the Holding Company not taken by the
dissenting shareholders of the Bank shall not be issued.





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7.           Conditions. The
merger provided under this Plan shall take place only if: (i) this Plan is
approved by the affirmative vote of at least seventy percent (70%) of the
outstanding shares of common stock of the Bank and by the Holding Company, as a
shareholder of the Surviving Bank, in accordance with applicable law; (ii) this
Plan and the merger are approved by the Pennsylvania Department of Banking and
the Federal Deposit Insurance Corporation and the Notice or Application, as
applicable, of the Holding Company to form a bank holding company is not
objected to, or is otherwise approved, by the Board of Governors of the Federal
Reserve System and all other requirements prescribed by law are satisfied; (iii)
the Bank receives an opinion of its special counsel,  Rhoads
&  Sinon LLP, to the effect  that the transactions
contemplated herein constitute a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and that neither gain nor loss will be
recognized for federal income tax purposes to the Bank, the Surviving Bank, the
Holding Company or the shareholders (other than the dissenting shareholders who
elect dissenters' rights) of the Bank, the Surviving Bank and the Holding
Company, by reason of the transactions contemplated herein, and as to such
further matters relating to the tax consequences of the transactions
contemplated hereby, as the Bank may deem advisable; and (iv) there shall be no
litigation or proceeding pending or threatened for the purpose of enjoining,
restraining or preventing the consummation of the merger in accordance with this
Plan.





8.           Amendment. At any
time before the merger becomes effective, by vote of a majority of the Board of
Directors of the Bank, the Holding Company and the Surviving Bank, this Plan (a)
may be amended in any manner not inconsistent with its general purpose, provided
that no amendment shall change the share exchange ratio following approval of
this Plan by the shareholders of the Bank, and (b) may be withdrawn if because
of the number of shares of common stock of the Bank exercising dissenters'
rights or for any other reason it shall appear that the consummation of the Plan
would be inadvisable, in which event this Plan shall be void and of no further
effect, without any liability on the part of any of the parties hereto, or their
respective directors, officers or shareholders.





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9.           Shares of
Incorporators. The incorporators of the Holding Company shall each
subscribe to and purchase one (1) share of $1.00 par value per share common
stock of said corporation for $1.00 per share. Upon consummation of the merger,
each such incorporator shall sell his said one (1) share tothe Holding Company for
a purchase price of $3.00 per share.





10.         Financing of Initial
Capitalization.    In order to provide funds with
which the Holding Company can purchase 100,000 shares of common stock of the
Surviving Bank for $155,000 (which Surviving Bank shall allocate as
follows:    Capital - $100,000; Surplus -$55,000), the
Holding Company will make a temporary borrowing from another bank; after
consummation of the merger the Surviving Bank will pay a special cash dividend
to the Holding Company which will enable the Holding Company to repay the
principal amount of said loan in full plus interest.





11.         Issuance of Shares.
When required by the terms of this Plan, the Holding Company will issue the
shares of its common stock which the shareholders of the Bank shall be entitled
to receive as hereinabove provided, and will perform all other acts necessary
for it to comply with the provisions of this Plan.





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12.         Assumption and Amendment of
Stock Option Plan.  Upon the merger becoming effective, without
any further action being required:





(a)           the Holding
Company shall assume the Embassy Bank 2001 Option Plan, which shall be renamed
the Embassy Bancorp, Inc. Option Plan (the "Option Plan");





(b)           all then
outstanding options granted under the Option Plan shall be converted as provided
in Section 5 above; and





(c)           the Option
Plan shall be deemed amended and restated:   (i) to substitute
the Holding Company and the common stock of the Holding Company for the Bank and
the common stock of the Bank; (ii) to provide that eligible Participants under
the Option Plan shall be officers and other employees, and non-employee
directors, of the Holding Company and any current or future subsidiary of the
Holding Company, including the Bank; and (iii) to provide that employment by, or
serving as a Non-Employee Director of, the Holding Company or any current or
future subsidiary of the Holding Company, including the Bank, shall constitute
employment by or service with the Holding Company for purposes of the Option
Plan.   The maximum number of shares of common stock that have
been or may be issued or transferred under the Plan and the maximum aggregate
number of shares of common stock that shall be subject to options or awards
under the Option Plan to any single individual shall remain unchanged at 300,000
shares and 40% thereof; respectively, subject to the adjustment provisions of
the Option Plan.. Approval of this Plan of Merger and Reorganization shall
constitute approval of the Option Plan as so amended by the directors and
shareholders of the Bank and Holding Company for all purposes, including,
without limitation, for purposes of Sections 162(m) and 422 of Internal Revenue
Code of 1986, as amended, and Section 16(b) of the Securities Exchange Act of
1934, as amended, and the exemptive rules promulgated
thereunder.





13.           Board of Directors of
Holding Company.   The persons who shall constitute the
Board of Directors of the Holding Company at the time the merger becomes
effective shall be the persons who were then members of the Board ofDirectors of the
Bank.   The Board of Directors ofthe Holding Company
shall be divided into classes identical in all respects to those currently in
effect with respect to the Board of Directors of the Bank, and each person shall
be designated to the class in which he or she served prior to the merger
becoming effective, and shall serve until the subsequent annual meeting of
shareholders of the Holding Company oruntil their successors
are duly qualified and elected.   Any vacancy in the Board of
Directors of the Holding Company which may exist upon or after the effective
date of the merger may be filled as provided by the Articles of Incorporation
and By-Laws of the Holding Company.





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14.           Waiver. Any of the
terms or conditions of this Plan may be waived in writing at any time by the
Bank by action taken by its Board of Directors, whether before or after action
by the Bank's shareholders, provided, however, that such action shall be taken
only if, in the judgment of the Board of Directors, such waiver will not have a
materially adverse effect on the benefits intended to be granted hereunder to
the shareholders of the Bank.





15.           Governing
Law.   This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.





16.           Entire Agreement.
This Plan contains the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements, written or oral, with
respect thereto.





17.           Counterparts. This
Plan may be executed in any number of counterparts, and each such counterpart
shall be deemed to be an original instrument, but all such counterparts together
shall constitute but one agreement.





[signature
page follows]





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IN WITNESS WHEREOF, each of thepartieshereto has caused this instrument to
be executed by its Chief Executive Officer and its seal affixed, attested by its
Secretary, all under authority of its Board of Directorsauthority of its Board of
Directors.





ATTEST:
                            
                            EMBASSY
      BANK FOR THE LEHIGH VALLEY/s/Judith
      A. Hunsicker
                            
                            By:
                            /s/David M.
      LobachJudith
      A. Hunsicker, Secretary
                            
                            
                            David
      M. Lobach, Jr., President(SEAL)ATTEST:
                            
                            EMBASSY
      INTERIM BANK/s/Judith
      A. Hunsicker
                            
                            By:
                            /s/David
      M. LobachJudith
      A. Hunsicker, Secretary
                            
                            
                            David
      M. Lobach, Jr., President(SEAL)ATTEST:
                            
                            EMBASSY
      BANCORP INC./s/Judith
      A. Hunsicker
                            
                            By:
                            /s/David
      M. LobachJudith
      A. Hunsicker, Secretary
                            
                            
                            David
      M. Lobach, Jr., President(SEAL)






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