SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

THIS AGREEMENT, made and entered into this 5th day of January, 2009, by and among Embassy Bank (hereinafter referred to as the "Corporation"), a Corporation organized and existing under the laws of Pennsylvania, and James R. Bartholomew (hereinafter referred to as the "Employee").  This agreement replaces in entirety prior agreements dated April 1, 2006 and February 1, 2008.

WHEREAS, the Employee has performed his duties in an efficient and capable manner; and

WHEREAS, the Corporation is desirous of retaining the services of the Employee; and

WHEREAS, the Board of Directors has approved the adoption of a Supplemental Executive Retirement Plan as described in this Agreement (the “Plan”); and

WHEREAS, the Employee has been selected to participate in the Plan,

NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows:

a.           The Corporation hereby agrees with the Employee that the Employee may retire upon attaining age sixty-five (65), such age hereinafter being called the “Normal Retirement Age.”

b.           Upon the Employee’s retirement on or after Normal Retirement Age, the Corporation shall pay the Employee a supplemental annual pension equal to $45,000; payable in monthly installments and continuing for a period of fifteen (15) years.

a.           If the Employee retires or his or her employment with the Corporation is otherwise terminated prior to attaining Normal Retirement Age, and after the Employee has been actively employed for at least 10 years, then the Corporation will pay the Employee a supplemental pension, payable in monthly installments and continuing for fifteen years, in an amount indicated on the following schedule, commencing at the age indicated:

a.           Upon the death of the Employee while actively employed, the Employee’s designated beneficiary shall receive the Normal Retirement Supplemental Pension; payable in monthly installments and continuing for a period of fifteen (15) years.

b.           Upon the death of the Employee while receiving any supplemental pension benefits as provided in this Agreement, the Employee’s designated beneficiary shall receive the remaining payments which would have been due the Employee.

c.           If the Employee ceases employment because of permanent disability, the Employee will be treated as actively employed, for purposes of this Agreement, while such disability continues.  In such event, payments hereunder will commence upon the Employee’s attainment of Normal Retirement Age.  The definition of disability for purposes of this agreement will be the definition utilized in the Corporation’s group disability insurance policy.

d.           If the Employee shall have failed to make an effective designation of beneficiary, or if the individual or individuals so designated shall die prior to receiving all payments required to made to them hereunder and there is no designated alternate beneficiary, then in such event the remaining payments shall be made first to the Employee’s surviving spouse, second