<PAGE>
                                                                    Exhibit 10.1

                          CODORUS VALLEY BANCORP, INC.
                              CHANGE IN CONTROL AND
                      SUPPLEMENTAL BENEFIT TRUST AGREEMENT

     This Agreement made this 25th day of January, 2006, by and among CODORUS
VALLEY BANCORP, INC., a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania (the "Corporation"), PEOPLESBANK, a Codorus Valley
Company, a wholly owned bank subsidiary of the Corporation organized under the
laws of the Commonwealth of Pennsylvania (the "Bank") and HERSHEY TRUST COMPANY
(the "Trustee");

                                   WITNESSETH:

     WHEREAS, the Corporation and the Bank (hereinafter collectively referred to
as the "Company") have heretofore entered into unfunded plans of deferred
compensation (hereinafter referred to as the "Plans, Plan(s), or Plan") as
listed in Appendix A;

     WHEREAS, the Company has incurred and expects to incur liability under the
terms of the Plans with respect to the individuals covered under each Plan
("Plan Participants");

     WHEREAS, the Company intends to establish a trust effective as of the date
hereof, known as the Codorus Valley Bancorp, Inc. Change in Control and
Supplemental Benefits Trust Agreement ("Trust" or "Trust Agreement") for the
purpose, in certain events, of assisting it in fulfilling its obligations under
the Plans and it is the desire of the Company to establish the Trust in
accordance with the Model Trust format set forth in Revenue Procedure 92-64;

     WHEREAS, the Company wishes to establish this Trust and to contribute to
the Trust, at such times and under such conditions as set forth herein, assets
that shall be held therein, subject to the claims of the Company's creditors in
the event of the Company's Insolvency, as herein defined, until paid to Plan
Participants and their beneficiaries in such manner and at such times as
specified in the respective Plans;

     WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plans
as unfunded plans maintained for the purpose of providing deferred compensation
for a select group of management or highly compensated employees for purposes of
Title I. of the Employee Retirement Income Security Act of 1974;

     WHEREAS, the Company desires the Trustee to hold and administer all funds
contributed by the Company and the Trustee is willing to hold and administer
such funds pursuant to the terms of this Trust Agreement.

     NOW, THEREFORE, the parties do hereby adopt this Trust and agree that the
Trust shall be comprised, held and disposed of as follows:


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SECTION 1. - ESTABLISHMENT OF TRUST

          (a) The Company hereby deposits with the Trustee in trust the sum of
     one hundred dollars ($100.00) which shall become the principal of the Trust
     to be held, administered and disposed of by the Trustee as provided in this
     Trust Agreement.

          (b) The Trust hereby established shall be irrevocable.

          (c) The Trust is intended to be a grantor trust, of which the Company
     is the grantor, within the meaning of subpart E, part I, subchapter J,
     chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and
     shall be construed accordingly.

          (d) The principal of the Trust, and any earnings thereon shall be held
     separate and apart from other funds of the Company and shall be used
     exclusively for the uses and purposes of Plan Participants and general
     creditors as herein set forth. Plan Participants and their beneficiaries
     shall have no preferred claim on, or any beneficial ownership interest in,
     any assets of the Trust. Any rights created under the Plan(s) and this
     Trust Agreement shall be mere unsecured contractual rights of Plan
     Participants and their beneficiaries against the Company. Any assets held
     by the Trust will be subject to the claims of the Company's general
     creditors under federal and state law in the event of Insolvency, as
     defined in Section 3(a) herein.

          (e) Except as otherwise provided in Section 13(e) hereto, upon a
     Change of Control, the Company shall, as soon as possible, but in no event
     longer than thirty (30) days following the Change of Control, as defined
     herein, make an irrevocable contribution to the Trust in an amount that is
     sufficient to pay each Plan Participant or beneficiary the benefits to
     which Plan Participants or their beneficiaries would be entitled pursuant
     to the terms of the Plans as of the date on which the Change of Control
     occurred. The contribution under this Section 1(e) shall be determined in
     accordance with Section 13(f).

          (f) The Company, in its sole discretion, may at any time, or from time
     to time, make additional deposits of cash or other property in trust with
     the Trustee to augment the principal to be held, administered and disposed
     of by the Trustee as provided in this Trust Agreement. Neither Trustee nor
     any Plan Participant or beneficiary shall have any right to compel such
     additional deposits.

SECTION 2. - PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

          (a) The Company shall deliver to the Trustee a schedule (the "Payment
     Schedule") that indicates the amounts payable in respect of each Plan
     Participant (and his or her beneficiaries), that provides a formula or
     other instructions acceptable to the Trustee for determining the amounts so
     payable, the form in which such amount is to be paid (as provided for or
     available under the Plan), and the time of commencement for payment of such
     amounts. Except as otherwise provided herein, the Trustee shall make
     payments to the Plan Participants and their beneficiaries in accordance
     with such Payment Schedule. The Trustee shall make provision for the
     reporting and withholding of any federal, state or local taxes that may be
     required to be withheld with respect to the


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     payment of benefits pursuant to the terms of the Plan and shall pay amounts
     withheld to the appropriate taxing authorities or determine that such
     amounts have been reported, withheld and paid by the Company.

          (b) The entitlement of a Plan Participant or his or her beneficiaries
     to benefits under the Plan shall be determined by the Company or such party
     as it shall designate under the Plan, and any claim for such benefits shall
     be considered and reviewed under the procedures set out in the Plan.

          (c) The Company may make payment of benefits directly to Plan
     Participants or their beneficiaries as they become due under the terms of
     the Plan(s). The Company shall notify the Trustee of its decision to make
     payment of benefits directly prior to the time amounts are payable to
     Participants or their beneficiaries. In addition, if the principal of the
     Trust, and any earnings thereon, are not sufficient to make payment of
     benefits in accordance with the terms of the Plan(s), the Company shall
     make the balance of each such payment as it falls due. The Trustee shall
     notify the Company where principal and earnings are not sufficient.

SECTION 3. - TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
THE COMPANY IS INSOLVENT

          (a) The Trustee shall cease payment of benefits to Plan Participants
     and their beneficiaries if the Company is Insolvent. The Company shall be
     considered "Insolvent" for purposes of this Trust Agreement if (i) the
     Company is unable to pay its debts as they become due, or (ii) the Company
     is subject to a pending proceeding as a debtor under the United States
     Bankruptcy Code, or (iii) the Company is determined to be insolvent by any
     federal or state regulatory agency with jurisdiction over the Company.

          (b) At all times during the continuance of this Trust, as provided in
     Section 1(d) hereof, the principal and income of the Trust shall be subject
     to claims of general creditors of the Company under federal and state law
     as set forth below.

               (1) The Board of Directors and the Chief Executive Officer of the
          Company shall have the duty to inform the Trustee in writing of the
          Company's Insolvency. If a person claiming to be a creditor of the
          Company alleges in writing to the Trustee that the Company has become
          Insolvent, the Trustee shall determine whether the Company is
          Insolvent and, pending such determination, the Trustee shall
          discontinue payment of benefits to Plan Participants or their
          beneficiaries.

               (2) Unless the Trustee has actual knowledge of the Company's
          Insolvency, or has received notice from the Company or a person
          claiming to be a creditor alleging that the Company is Insolvent, the
          Trustee shall have no duty to inquire whether the Company is
          Insolvent. The Trustee may in all events rely on such evidence
          concerning the Company's solvency as may be furnished to the Trustee
          and that provides the Trustee with a reasonable basis for making a
          determination concerning the Company's solvency.

               (3) If at any time the Trustee has determined that the Company is
          Insolvent,


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<PAGE>

          the Trustee shall discontinue payments to Plan Participants or their
          beneficiaries and shall hold the assets of the Trust for the benefit
          of the Company's general creditors. Nothing in this Trust Agreement
          shall in any way diminish any rights of Plan Participants or their
          beneficiaries to pursue their rights as general creditors of the
          Company with respect to benefits due under the Plan(s) or otherwise.

               (4) The Trustee shall resume the payment of benefits to Plan
          Participants or their beneficiaries in accordance with Section 2 of
          this Trust Agreement only after the Trustee has determined that the
          Company is not Insolvent (or is no longer Insolvent).

          (c) Provided that there are sufficient assets, if the Trustee
     discontinues the payment of benefits from the Trust pursuant to Section
     3(b) hereof and subsequently resumes such payments, the first payment
     following such discontinuance shall include the aggregate amount of all
     payments due to Plan Participants or their beneficiaries under the terms of
     the Plan for the period of such discontinuance, less the aggregate amount
     of any payments made to Plan Participants or their beneficiaries by the
     Company in lieu of the payments provided for hereunder during any such
     period of discontinuance.

SECTION 4. - PAYMENTS TO THE COMPANY

          Except as provided in Section 3 or Section 13(e) hereof, after the
     Trust has become irrevocable, the Company shall have no right or power to
     direct the Trustee to return to the Company or to divert to others any of
     the Trust assets before all payment of benefits have been made to Plan
     Participants and their beneficiaries pursuant to the terms of the Plans.

SECTION 5. - INVESTMENT AUTHORITY

          (a) The powers of the Trustee shall include the following:

               (1) To retain, whether originally a part of the trust estate or
          subsequently acquired, and to purchase or otherwise acquire and then
          retain, any property, whether or not such property is authorized for
          investment under the Pennsylvania Prudent Investor Act or by other
          law.

               (2) To hold any part of the trust estate in cash or uninvested
          for any period deemed advisable.

               (3) To register any securities at any time in its name as
          Trustee, or in nominee registration, with or without indicating the
          trust character of the securities so registered.

               (4) With respect to any securities held hereunder, to vote upon
          any proposition or election at any meeting of the person or entity
          issuing such securities, and to grant proxies, discretionary or
          otherwise, to vote at any such meeting, to exercise conversion,
          subscription or other rights, and to receive or hold any new
          securities issued as a result of any reorganization, readjustment,
          merger, voting trust, consolidation, exchange or exercise of
          conversion, subscription or other rights and


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          generally to take all action with respect to any such securities as
          could be taken by the absolute owner thereof.

               (5) To invest in common trust funds, collective funds, or mutual
          funds managed by the Trustees.

          (b) In no event may the Trustee invest in securities (including stock
     or rights to acquire stock) or obligations issued by the Company, other
     than a de minimis amount held in common investment vehicles in which the
     Trustee invests. All rights associated with assets of the Trust shall be
     exercised by the Trustee or the person designated by the Trustee, and shall
     in no event be exercisable by or rest with Plan Participants.

SECTION 6. - DISPOSITION OF INCOME

          During the term of this Trust, all income received by the Trust, net
     of expenses and taxes, shall be accumulated and reinvested.

SECTION 7. - ACCOUNTING BY THE TRUSTEE

          (a) The Trustee shall keep accurate and detailed records of all
     investments, receipts, disbursements, and all other transactions required
     to be made, including such specific records as shall be agreed upon in
     writing between the Company and the Trustee. Within ninety (90) days
     following the close of each calendar year and within one hundred twenty
     {120) days after the removal or resignation of the Trustee, the Trustee
     shall deliver to the Company a written account of its administration of the
     Trust during such year or during the period from the close of the last
     preceding year to the date of such removal or resignation, setting forth
     all investments, receipts, disbursements and other transactions effected by
     it, including a description of all securities and investments purchased and
     sold with the cost or net proceeds of such purchases or sales (accrued
     interest paid or receivable being shown separately), and showing all cash,
     securities and other property held in the Trust at the end of such year or
     as of the date of such removal or resignation, as the case may be. Each
     account so filed shall be open to inspection during business hours by any
     Plan Participant and any person designated by such Plan Participant for a
     period of sixty (60) days immediately following the date on which the
     account is filed with the Company.

SECTION 8. - RESPONSIBILITY OF THE TRUSTEE

          (a) The Trustee shall act with the care, skill, prudence and diligence
     under the circumstances then prevailing that a prudent person acting in
     like capacity and familiar with such matters would use in the conduct of an
     enterprise of a like character and with like aims, provided, however, that
     the Trustee shall incur no liability to any person for any action taken
     pursuant to a direction, request or approval given by the Company which is
     contemplated by, and in conformity with, the terms of the Plan(s) or this
     Trust and is given in writing by the Company. In the event of a dispute
     between the Company and a party, the Trustee may apply to a court of
     competent jurisdiction to resolve the dispute.

          (b) If the Trustee undertakes or defends any litigation arising in
     connection with


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     this Trust, the Company agrees to indemnify the Trustee against the
     Trustee's costs, expenses and liabilities (including, without limitation,
     attorneys' fees and expenses) relating thereto and to be primarily liable
     for such payments. If the Company does not pay such costs, expenses and
     liabilities in a reasonably timely manner, the Trustee may obtain payment
     from the Trust.

          (c) The Trustee may consult with legal counsel, including legal
     counsel of the Company should the Trustee so choose, with respect to any of
     its duties or obligations hereunder.

          (d) The Trustee may hire agents, accountants, actuaries, investment
     advisors, financial advisors or other professionals to assist it in
     performing any of its duties or obligations hereunder.

          (e) The Trustee shall have, without exclusion, all powers conferred on
     the Trustees by applicable law, unless expressly provided otherwise herein,
     provided, however, that if an insurance policy is held as an asset of the
     Trust, the Trustee shall have no power to name a beneficiary of the policy
     other than the Trust, to assign the policy (AS distinct from conversion of
     the policy to a different form) other than to a successor Trustee, or to
     loan to any person the proceeds of any borrowing against such policy.

          (f) Notwithstanding any powers granted to the Trustee pursuant to this
     Trust Agreement or to applicable law, the Trustee shall not have any power
     that could give this Trust the objective of carrying on a business and
     dividing the gains therefrom, within the meaning of section 301.7701-2 of
     the Procedure and Administrative Regulations promulgated pursuant to the
     Internal Revenue Code.

SECTION 9. - COMPENSATION AND EXPENSES OF THE TRUSTEE

          (a) The Trustee shall be paid such reasonable compensation as shall
     from time to time be agreed upon by the Company and the Trustee. Such
     compensation, including expenses incurred by the Trustee with regard to its
     responsibilities under the Trust shall be paid by the Company. Such
     compensation and expenses shall be withdrawn by the Trustee out of the
     Trust Fund to the extent the Company does not pay such compensation and
     expenses to the Trustee.

          (b) As this Trust is a grantor trust, the Company shall from time to
     time pay taxes of any and all kinds whatsoever which at any time are
     lawfully levied or assessed upon or become payable in respect to the Trust,
     the income or any property forming a part thereof, or any security
     transaction pertaining thereto.

SECTION 10. - RESIGNATION AND REMOVAL OF THE TRUSTEE

          (a) The Trustee may resign at any time by providing written notice to
     the Company, which shall be effective sixty (60) days after receipt of such
     notice unless the Company and the Trustee agree otherwise to an effective
     date which is shorter than the sixty (60) day period.

          (b) The Trustee may be removed by the Company at any time by providing
     written notice to the Trustee, which shall be effective sixty (60) days
     after receipt of such


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     notice unless the Company and the Trustee agree otherwise to an effective
     date which is shorter than the sixty (60) day period. In no event may the
     Company serve as the Trustee to this Trust.

          (c) Upon resignation or removal of the Trustee and appointment of a
     successor Trustee, all assets shall subsequently be transferred to the
     successor Trustee. The transfer shall be completed immediately following
     the effective date of the resignation or removal of the Trustee.

          (d) If the Trustee resigns or is removed, a successor shall be
     appointed, in accordance with Section 11 hereof, by the effective date of
     resignation or removal under paragraph (a) or (b) of this section. If no
     such appointment has been made, the Trustee may apply to a court of
     competent jurisdiction for appointment of a successor or for instructions.
     All expenses of the Trustee in connection with the proceeding shall be
     allowed as administrative expenses of the Trust.

SECTION 11. - APPOINTMENT OF SUCCESSOR

          (a) If the Trustee resigns or is removed in accordance with Section
     10, the Company may only appoint a financial institution that possesses
     corporate trustee powers under state law as the successor to replace the
     Trustee upon resignation or removal. The appointment shall be effective
     when accepted in writing by the successor Trustee, who shall have all of
     the rights and powers of the former Trustee, including ownership rights in
     the Trust assets. The former Trustee shall execute any instrument necessary
     or reasonably requested by the Company or the successor Trustee to evidence
     the transfer.

SECTION 12. - AMENDMENT OR TERMINATION

          (a) This Trust Agreement may be amended by a written instrument
     executed by the Trustee and the Company. Notwithstanding the foregoing, no
     such amendment shall conflict with the terms of the Plan(s) nor shall any
     such amendment make the Trust revocable after it has become irrevocable in
     accordance with Section 1(b) hereof.

          (b) The Trust shall not terminate until the date on which respective
     Plan Participants and their beneficiaries are no longer entitled to
     benefits pursuant to the terms of the Plan(s). Upon termination of the
     Trust any assets remaining in the Trust shall be returned to the Company.

          (c) Upon written approval of all Plan Participants or beneficiaries
     entitled to payment of benefits pursuant to the terms of the Plan(s), the
     Company may terminate this Trust prior to the time all benefit payments
     under the Plan(s) have been made. All assets in the Trust at termination
     shall be returned to the Company.

SECTION 13. - MISCELLANEOUS

          (a) Any provision of this Trust Agreement prohibited by law shall be
     ineffective to the extent of any such prohibition, without invalidating the
     remaining provisions hereof.


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          (b) Benefits payable to Plan Participants and their beneficiaries
     under this Trust Agreement may not be anticipated, assigned (either at law
     or in equity), alienated, pledged, encumbered or subjected to attachment,
     garnishment, levy, execution or other legal or equitable process.

          (c) This Trust Agreement shall be governed by and construed in
     accordance with the laws of the Commonwealth of Pennsylvania and the United
     States.

          (d) For purposes of this Agreement, the term "Change in Control" shall
     mean: A Change in the Ownership of the Corporation or the Bank, (as defined
     below), a Change in the Effective Control of the Corporation or the Bank
     (as defined below), or a Change in the Ownership of a Substantial Portion
     of the Assets of the Corporation or the Bank, (as defined below).

               (1) Change in the Ownership of the Corporation or the Bank. A
          change in the Ownership of the Corporation or the Bank occurs on the
          date that any one person, or more than one person acting as a group
          (as defined below), acquires ownership of stock of the Corporation or
          the Bank that, together with stock held by such person or group,
          constitutes more than 50 percent of the total fair market value or
          total voting power of the stock of the Corporation or the Bank.
          However, if any one person, or more than one person acting as a group,
          is considered to own more than 50 percent of the total fair market
          value or total voting power of the stock of the Corporation or the
          Bank, the acquisition of additional stock by the same person pr
          persons is not considered to cause a Change in the Ownership of the
          Corporation or the Bank. An increase in the percentage of stock owned
          by any one person or persons acting as a group, as a result of a
          transaction in which the Corporation or the Bank acquires its stock in
          exchange for property will be treated as an acquisition of stock for
          these purposes. A change in ownership of the Corporation or the Bank
          only occurs when there is a transfer or issuance of stock of the
          Corporation or the Bank and the stock remains outstanding after the
          transaction.

               (2) Change in Effective Control of the Corporation or the Bank. A
          Change in Effective Control of the Corporation or the Bank occurs only
          on the date that either:

                    (i) Any one person, or more than one person acting as a
               group (as defined below), acquires (or has acquired during the
               12-month period ending on the date of the most recent acquisition
               by such person or persons) ownership of stock of the Corporation
               or the Bank possessing 35 percent or more of the total voting
               power of the stock of the Corporation or the Bank; or

                    (ii) A majority of members of the Corporation's Board of
               Directors is replaced during any 12-month period by the directors
               whose appointment or election is not endorsed by a majority of
               members of the Corporation's Board of Directors prior to the sate
               of the appointment or


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               election.

               If any person, or more than one person acting as a group, is
          considered to effectively control the Corporation or the Bank, the
          acquisition of additional control of the Corporation or the Bank by
          the same person or persons is not considered to cause a Change in the
          Effective Control of the Corporation or the Bank.

               (3) Change in Ownership of a Substantial Portion of the
          Corporation's or the Bank's Assets. A Change in Ownership of a
          Substantial Portion of the Corporation's or the Bank's Assets occurs
          on the date that any one person, or more than one person acting as a
          group (as defined below), acquires (or has acquired during the
          12-month period ending on the date of the most recent acquisition by
          such person or persons) assets from the Corporation or the Bank that
          have a total gross fair market value equal to or more than 40 percent
          of the total gross fair market value of all of the assets of the
          Corporation or the Bank immediately prior to such acquisition or
          acquisitions. For this purpose, gross fair market value means the
          value of assets of the Corporation or the Bank, or the value of the
          assets being disposed of, determined without regard to any liabilities
          associated with such assets.

               There is no Change in Control under this Section 13(d)(3) if
          there is a transfer of assets to any entity that is:

               (i) A shareholder of the Corporation or the Bank (immediately
          before the asset transfer) in exchange for or with respect to its
          stock;

               (ii) An entity, 50 percent or more of the total value or voting
          power of which owned, directly or indirectly, by the Corporation or
          the Bank;

               (iii) A person, or more than one person acting as a group, that
          owns, directly or indirectly, 50 percent or more of the total value or
          voting power of all the outstanding stock of the Corporation or the
          Bank; or

               (iv) An entity, at least 50 percent of the total value or voting
          power of which is owned, directly or indirectly, by a person described
          in (i), (ii), or (iii) above.

          For purposes of this Section 13(d), persons will not be considered to
     be acting as a group solely because they purchase or won stock or purchase
     assets of the Corporation or the Bank at the same time. However, persons
     will be considered to be acting as a group if they are owners of a
     corporation that enters into a merger, consolidation, purchase or
     acquisition of assets, or similar transaction, such shareholder is
     considered to be acting as a group with other shareholders in a corporation
     only to the extent of the ownership in that corporation prior to the
     transaction giving rise to the change and not with respect to the ownership
     interest in the other corporation.


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<PAGE>

          (e) If the Corporation or the Bank enters into an agreement, the
     consummation of which would result in the occurrence of a Change of Control
     pursuant to Section 13(d) above, or, any person publicly announces an
     intention to take action which if consummated would constitute a Change of
     Control pursuant to Section 13 (d) above, the Company shall, as soon as
     possible, but in no event longer than thirty (30) days following the event
     described in this Section 13(e), make a contingent contribution to the
     Trust in an amount that is sufficient to pay each Plan Participant or
     beneficiary the benefit to which Plan Participants or beneficiaries would
     be entitled pursuant to the terms of the Plans as of the date on which the
     event described in this Section 13(e) occurs. The contribution under this
     Section 13(e) shall be determined in accordance with Section 13(f). If a
     Change of Control, as described in Section 13(d) above, does not occur
     within one year of an event described in this Section 13(e), then the
     Trustee shall return to the Company an amount equal to the contingent
     contribution plus any earnings thereon; further provided, if a Change of
     Control occurs within one year of an event described in this Section 13(e),
     the contingent contribution shall become an irrevocable contribution to the
     Trust.

          (f) For purposes of determining the contribution made pursuant to
     Section 1(e) or Section 13(e) hereto, the contribution to be made with
     respect to each Plan shall be equal in amount to the lump sum equivalent of
     the most valuable benefit to be provided by each Plan. Determination of
     lump sum equivalent amounts under this Agreement shall be made utilizing
     reasonable actuarial assumptions made by an actuary selected by the
     disinterested members of the Board of Directors of the Company.

          (g) Actions of the Trustee may be evidenced by a written instrument
     signed by the Trustee, and all third parties shall be entitled to rely on
     said written instrument.

          (h) This Agreement shall be executed in any number of counterparts,
     each one of which shall be deemed to be the original although the others
     shall not be produced.

          (i) This Agreement shall be binding upon the Company and the Trustee,
     their successors and assigns.

          (j) Notwithstanding anything contained in this Trust Agreement to the
     contrary, if at any time the Trust finally is determined by the Internal
     Revenue Service ("IRS") not to be a "grantor trust" with the result that
     the income of the Trust Fund is not treated as income of the Employer
     pursuant to subpart E of subchapter J of the Code, or if a tax is finally
     determined by the IRS or is determined by counsel to the Trustee to be
     payable by a Plan Participant in respect of any interest in the Trust Fund
     prior to payment of such interest to such Plan Participant or beneficiary
     pursuant to the Plan Participant's respective Plan, the assets will remain
     in the Trust pending distribution pursuant to the provisions of the Plan;
     provided, however, that amounts shall be distributed annually by the
     Trustee, if requested by the Plan Participant or beneficiary, in an amount
     not in excess of the greater of (i) the tax liability resulting to the Plan
     Participant or beneficiary from the treatment of the Trust assets as
     taxable to the Plan Participant or beneficiary, (ii) the amount of the
     annual taxable earnings of the Trust allocable to the Plan Participant's or
     beneficiary, or (iii) amounts properly distributable to the Plan
     Participant or beneficiary pursuant to the provisions of the Plan
     Participant's Plan. Further provided, however, if the


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     amount distributed to the Plan Participant pursuant to this Section 13(j)
     exceeds the amount he is otherwise entitled to under his respective Plan,
     the Plan Participant will recontribute to the Trust the amount of the
     distribution net of taxes.

          (k) For purposes of this Agreement "Change of Control" and "Change in
     Control" shall have the same meaning when referring to this Agreement and
     any Plan set forth in Appendix A.

          IN WITNESS WHEREOF, the Corporation and the Bank have caused this
     Trust Agreement to be executed and attested to on their behalf by their
     respective duly authorized officers and the Trustee has caused this Trust
     Agreement to be executed and attested to on its behalf by its duly
     authorized officers as of the day and year first above written.

ATTEST:                                  CODORUS VALLEY BANCORP, INC.


/s/ Harry R. Swift                       By: /s/ Larry J. Miller
--------------------------------------       -----------------------------------
(Assistant) Secretary                        Authorized Executive Officer

(SEAL)


ATTEST:                                  PEOPLESBANK, a Codorus Valley Company


/s/ Sherry Ann Martin                    By: /s/ Larry J. Miller
--------------------------------------       -----------------------------------
(Assistant) Secretary                        Authorized Executive Officer

(SEAL)


ATTEST:                                  TRUSTEE:
                                         HERSHEY TRUST COMPANY


/s/ Andrew G. Keefer                     By: /s/ Lise M. Shehan
--------------------------------------       -----------------------------------
(Assistant) Secretary                        (Vice)-President and Trust Officer

(SEAL)


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                                   APPENDIX A

Reference to Plans set forth below includes any amendments to the Plans:

Larry J. Miller     -   Employment Agreement
                    -   Salary Continuation Agreement
                    -   Long Term Nursing Care Agreement

Kent A. Ketterman   -   Employment Agreement
                    -   Salary Continuation Agreement

Harry R. Swift      -   Change of Control Agreement
                    -   Salary Continuation Agreement

Mathew A. Clemens   -   Change of Control Agreement
                    -   Salary Continuation Agreement

Jann A. Weaver      -   Change of Control Agreement
                    -   Salary Continuation Agreement

Lynn D. Crenshaw    -   Change of Control Agreement


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