Exhibit 10.2

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("this Agreement") is made effective this 1st day
of  January,  2004  by  COMMUNITY  BANKS,  INC.,  a  Pennsylvania   corporation,
("Company") and DONALD F. HOLT, an adult individual  (hereinafter referred to as
"Executive").

Background
----------

     A. The  Executive is currently  employed as the Executive  Vice  President,
Managing  Director  of the Company  and  Community  Banks,  the  Company's  bank
subsidiary  ("Bank"),  pursuant  to a  certain  Employment  Agreement  among the
parties, dated December 31, 2001.

     B. The parties wish to replace the Original Agreement.

     C. The  Compensation  Committee of the  Company's  Board of Directors  (the
"Committee") has approved the provisions of this Agreement.

     NOW, THEREFORE,  in consideration of the agreements  hereinafter contained,
and intending to be legally bound hereby, the parties agree as follows:

     1.  Duties as  Executive.  During the course of his  employment,  Executive
        ---------------------
shall (i) perform the duties and responsibilities of an Executive Vice President
and  Managing  Director of Company and the Bank,  (ii) perform such other senior
management duties and  responsibilities  as the Board of Directors ("Board") and
the CEO of the  Company may  direct,  and (iii) shall be afforded  the title and
privileges  associated  with being at least an Executive  Vice  President of the
Company.  For purposes of this Agreement,  "Executive  Vice President"  shall be
deemed to include and refer to the title  "Managing  Director," as such title is
used for employee officers of the Company from time to time.

     2. Compensation.
        -------------

          a. Annual Direct Salary.  Company shall pay to Executive a base salary
             ---------------------
     in an amount to be determined by the  Committee.  This salary shall be paid
     in regular, substantially equal installments in accordance with the regular
     payroll  practices of the Company,  less any and all applicable  deductions
     for taxes, medical benefits, etc.

          b.  Incentive  Compensation.   The  Executive  shall  be  entitled  to
              ------------------------
     participate in any executive bonus program  maintained by the Company,  and
     the amount of such  bonus,  if any,  shall be  determined  annually  by the
     Committee.

     3. Fringe Benefits,  Vacation, Expenses, and Perquisites. It is agreed that
        ------------------------------------------------------
nothing paid to the Executive under any of the below-described  benefit plans or
arrangements  shall be deemed  to be in lieu of  compensation  to the  Executive
hereunder. The Executive shall be entitled to the following:

          a.  Employee  Benefits  Plans.  The  Executive  shall be  entitled  to
              --------------------------
     participate  in or receive  benefits under all Company  employment  benefit
     plans,  including but not limited to any profit-sharing plan, pension plan,
     savings plan, stock option plan,  supplemental  executive

<PAGE>

     retirement plan,  major medical,  hospitalization  and  health-and-accident
     plan or arrangement made available by the Company to its executives and key
     management  employees,  subject to and on a basis  consistent  with  terms,
     conditions and overall administration of such plans and arrangements. It is
     understood  and  agreed  that  any  major  medical,   hospitalization   and
     health-and-accident  plan shall cover the Executive under standard coverage
     provisions. The Executive shall also be entitled to the following benefits,
     at minimum:

               i.  Survivor  Income.  The  Executive is entitled to the benefits
                   -----------------
          described in a certain Survivor Income Agreement,  including the Split
          Dollar Addendum thereto,  between Community and Executive dated August
          29, 2002 ("Survivor Income Agreement").

               ii. Salary Continuation  Agreement.  The Executive is entitled to
                   -------------------------------
          the  benefits  described  in a certain  Amended  and  Restated  Salary
          Continuation Agreement,  between Community and Executive dated January
          1, 2004 ("Salary Continuation Agreement").

               iii.  Disability  Insurance:  The  Company  shall make  available
                    -----------------------
          disability  insurance  coverage  for the  Executive  at the  Company's
          expense,  provided the Executive  qualifies as a medically  acceptable
          risk to the issuing company on a standard  underwriting  basis,  which
          shall  provide  that,  in the event the Executive is unable to perform
          his duties  hereunder  as a result of  incapacity  due to  physical or
          mental  illness,  he shall be  entitled  to  receive  not less than an
          amount  equal to  seventy  percent  (70%) of his  then  Annual  Direct
          Salary, until he reaches the age of sixty-five (65) or dies, whichever
          occurs first.  The Company shall  continue to pay to the Executive his
          Annual  Direct  Salary during any  applicable  "elimination  (waiting)
          period," but not to exceed six (6) months.

          b. Other Perquisites and Benefits.  The Executive shall be entitled to
             ------------------------------
     receive other perquisites and fringe benefits as the Compensation Committee
     deems appropriate, in its sole discretion.

          c.  Relocation.  Company  shall  not,  without  the prior  consent  of
              ----------
     Executive,  transfer or relocate the office in which Executive performs the
     bulk of his  duties  to any  location  more than  thirty  (30)  miles  from
     Harrisburg, Pennsylvania without an increase in duties and responsibilities
     and commensurate compensation.  In the event Executive is so transferred or
     relocated, Company shall pay all reasonable out-of-pocket expenses incurred
     by Executive in connection with such relocation.  Company shall not require
     Executive to move from his residence.

          d. Company Car. The Company  recognizes  the  Executive's  need for an
            -------------
     automobile  for business  purposes and shall provide the Executive  with an
     automobile, including all related maintenance, repairs, insurance and other
     costs.  In lieu of providing the Executive with an automobile,  the Company
     may provide the Executive  with a reasonable  allowance on a monthly basis,
     which  allowance  shall  cover the  Executive's  costs  associated  with an
     automobile,  including without limitation,  lease or installment  payments,
     maintenance, repairs, insurance and other costs.

     4.  Reimbursement  of Expenses.  The Company shall  reimburse the Executive
         ---------------------------
within thirty (30) days from billing date for necessary and properly  documented
travel  and

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<PAGE>

business  expenses,  not  otherwise  reimbursed,  incurred  by  the
Executive on behalf of Community.

     5. Term of Employment.  The term of the Executive's  employment  under this
        ------------------
Agreement  shall  be a  rolling  three  (3)  years,  commencing  on the  date of
execution of this Agreement (the "Effective  Date").  On each anniversary of the
Effective Date, the term of this agreement shall  automatically renew and extend
for an  additional  one (1) year,  unless and until either  party shall  provide
written  notice of its  intent not to renew at least  ninety  (90) days prior to
such  anniversary  date.  Notwithstanding  the  foregoing  provisions,  upon the
occurrence  of a Change of Control (as  hereinafter  defined),  the term of this
Agreement shall automatically renew and be extended for three (3) years from the
date hereof.

     6. Termination.
        ------------

          a.  Disability.  If the  Executive  becomes  permanently  disabled (as
              ----------
     certified by a licensed physician chosen by the Committee and the Executive
     or in the event that the Committee  and the  Executive  cannot agree upon a
     physician,  each shall  designate a licensed  physician,  and the  licensed
     physicians so designated  shall appoint a third  physician  whose  decision
     shall be binding upon the parties) because of sickness,  physical or mental
     disability,  or any other reason,  and is unable to perform or complete his
     duties under this  Agreement for a period of ninety (90)  consecutive  days
     (or time equal to the  elimination  period under any  disability  insurance
     program  provided by the Company to the Executive),  the Company's Board of
     Directors  (the "Board")  shall have the option to terminate this Agreement
     by giving written notice of termination to the Executive.  Such termination
     shall be  without  prejudice  to any  right  the  Executive  has  under any
     disability insurance program maintained by the Company.

          b. Cause.  The Board may terminate this Agreement and the  Executive's
             ------
     employment  hereunder  for  Cause at any  time.  For the  purposes  of this
     Agreement,  the Board  shall have  "Cause"  to  terminate  the  Executive's
     employment upon (1) the failure by the Executive to  substantially  perform
     his  duties  hereunder,  other  than any such  failure  resulting  from the
     Executive's incapacity due to physical or mental illness (after the Board's
     notice to the  Executive  and the  Executive's  failure to cure same within
     thirty (30) days of such  notice);  (2) the  engaging by the  Executive  in
     willful misconduct materially injurious to Community; (3) gross negligence,
     malfeasance,  or  dishonesty  of the  Executive in the  performance  of his
     duties  (after the  Board's  notice to the  Executive  and the  Executive's
     failure  to cure same  within  thirty  (30) days of such  notice);  (4) the
     commission  by  the  Executive  of an  act  constituting  a  felony  or the
     conviction of the Executive of a misdemeanor  based on dishonesty;  (5) the
     willful  and  material  breach  by  the  Executive  of  any  of  his  other
     obligations under this Agreement (after the Board's notice to the Executive
     and the  Executive's  failure to cure same within  thirty (30) days of such
     notice);  (6)  the  refusal  or  failure  of the  Executive  to  carry  out
     reasonable  directives  of the  Board  (after  the  Board's  notice  to the
     Executive and the Executive's  failure to cure same within thirty (30) days
     of such notice);  (7) receipt of a final written  directive or order of any
     governmental body or entity having  jurisdiction  over Community  requiring
     termination  or  removal  of the  Executive  as  Chief  Executive  Officer,
     President or Director of Community;  (8) repeated and consistent failure of
     the  Executive to be present and work during normal  business  hours unless
     the absence is due to disability described in Section 7(a) below (after the
     Board's  notice to the Executive and the  Executive's  failure to cure same
     within  thirty  (30)  days of such  notice);  or (9)

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<PAGE>

     insubordinate,  gross  incompetence or misconduct in the performance of, or
     gross  neglect  of, the  Executive's  duties  hereunder  (after the Board's
     notice to the  Executive  and the  Executive's  failure to cure same within
     thirty (30) days of such notice).

          c. Good Reason.  The Executive may terminate his employment  hereunder
             -------------
     for Good Reason.  The term "Good Reason"  shall mean (i) any  assignment to
     the  Executive,  without  his  consent,  of any  duties  other  than  those
     contemplated  by  Section 1 hereof,  or any  reduction  in the  Executive's
     duties or responsibilities for Community; (ii) any removal of the Executive
     from  any of the  positions  indicated  in  Section  1  hereof,  except  in
     connection with termination of the Executive's  employment for Cause; (iii)
     a reduction of the  Executive's  Annual Direct  Salary;  (iv) breach by the
     Company of its  obligations  under Section 3 hereof (after the  Executive's
     notice to the Company and the Company's  failure to cure such breach within
     thirty (30) days of such notice); (v) any other willful and material breach
     by the  Company  of this  Agreement  (after the  Executive's  notice to the
     Company and the  Company's  failure to cure such breach  within thirty (30)
     days of such notice);  (vi) any Change of Control (as defined  herein);  or
     (vii) any violation by the Company of the  provisions of Section 3(c) above
     (pertaining to relocation).

          d. Voluntary Termination by The Executive. Executive may terminate his
            ---------------------------------------
     employment  at any  time  for a  reason  other  than a  reason  of the type
     described in Section 6(c) above on thirty (30) days prior written notice to
     the Company.

     7. Payments Upon Termination.
        --------------------------

          a. Death, Disability or for Cause. If the Executive's employment shall
             -------------------------------
     be terminated  because of death,  disability or for Cause, or, in the event
     the Executive  terminates  his  employment  pursuant to Section 6(d) above,
     Community shall pay the Executive his full Annual Direct Salary through the
     date of termination at the rate in effect at the time of  termination,  and
     other amounts owing to the  Executive at the date of  termination,  and the
     Company  shall  have no further  obligations  to the  Executive  under this
     Agreement.

          b.  Unilateral and Good Reason  Termination  (Not Including  Change of
              ------------------------------------------------------------------
     Control). If the Executive's employment is terminated by the Company (other
     ---------
     than  pursuant to Sections  6(a) or (b) hereof or as a result of nonrenewal
     of this Agreement),  or if the Executive shall terminate his employment for
     Good Reason  (except for a termination  by the Executive due to a Change of
     Control as defined  herein),  then the Company  shall pay the Executive one
     hundred  twenty  percent  (120%) of his full Annual  Direct Salary from the
     date of termination for the remaining term of this  Agreement.  The Company
     shall not be required to maintain  employee  benefit  plans and programs to
     which the  Executive  was entitled  prior to the date of  termination.  The
     parties  acknowledge that twenty percent (20%) of such Annual Direct Salary
     payment  referenced  above  represents the parties' best  estimation of the
     value of such other benefits to which the Executive had been entitled prior
     to termination of his employment pursuant to this Section.

          c.  Termination  Following  Change of  Control.  In the event that the
              -------------------------------------------
     Executive were to terminate his  employment  within three (3) months of the
     date of a Change of Control  (as

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<PAGE>

     defined  herein)  or the  Company,  or any  successor  thereto,  terminates
     Executive's  employment  at any time  following  a Change of  Control,  the
     Executive shall be entitled as his sole remedy to:

               (i) a lump sum  payment  equal to three  times the average of the
          sum of base salary and bonus payments that the Executive has been paid
          in the  three  years  preceding  the  date of such  termination,  such
          payment to be made in cash  within  thirty  (30) days from the date on
          which the Executive ceases to be employed hereunder; and

               (ii) in the event of a Change of Control as described in Sections
          9(b), (c) or (d), either (A) eligibility for Executive, his spouse and
          his dependant  children to  participate  in the health  benefits plans
          ("Plans")  of any  successor  ("Successor")  to the Company  until the
          earlier of age 65 or the Executive's  becoming eligible to participate
          in the health  benefit plans (such period  referred to  hereinafter as
          the  "Benefits  Period")  as if the  Executive  was an employee of the
          Successor or (B) if for any reason  Executive may not  participate  in
          the Successor's  Plans,  then the Successor shall make annual payments
          to  Executive  in such  amounts as will enable  Executive  to purchase
          private  insurance  that will afford to Executive,  his spouse and his
          dependant children  substantially the same benefits as are afforded to
          employees  of the  Successor  during  the  Benefits  Period  ("In Lieu
          Payments").  Executive  shall be  responsible  for the  payment of any
          taxes he may incur as a result of  receiving an In Lieu  Payment,  and
          the amount of any In Lieu Payment shall be reduced by the amount which
          would be deducted from Executive's  wages if he were  participating in
          such Plans as an employee of the  Successor,  provided  however,  that
          nothing in this  Section  7(c)(ii)  shall limit the  authority  of the
          Successor  to  modify  its  Plans  or  increase  the  amount  that its
          employees  must  contribute  to the Plans during the Benefits  Period,
          including without limitation the reduction of benefits.

     8.  Certain  Additional  Payments  by the  Company.  In the event  that any
         -----------------------------------------------
payments made to the Executive  upon  termination  of employment in  conjunction
with a Change of  Control  (pursuant  to this  Agreement  and any  other  plans,
programs or arrangements  maintained by the Corporation and any other agreements
between  the  Executive  and  Community)  would  constitute   "excess  parachute
payments"  within the meaning of Section  280G of the  Internal  Revenue Code of
1986,  as  amended,  the  Corporation  will make an  additional  payment  to the
Executive  in an amount  such that  after the  payment  of all income and excise
taxes, the Executive will be in the same after-tax  position as if no excise tax
had been imposed.

     9.  Definition of Change of Control.  For purposes of this  Agreement,  the
        ---------------------------------
term "Change of Control" shall mean:

          a. An  acquisition  by any  "person"  or "group"  (as those  terms are
     defined or used in Section  13(d) of the  Exchange  Act,  as enacted and in
     force on the date hereof) of "beneficial  ownership" (within the meaning of
     Rule 13d-3  under the  Exchange  Act,  as enacted  and in force on the date
     hereof) of  securities  of the Company  representing  24.99% or more of the
     combined voting power of the Company's securities then outstanding;

          b. A merger,  consolidation  or other  reorganization  of the Company,
     except where the resulting entity is controlled, directly or indirectly, by
     the Company;

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<PAGE>

          c. A merger,  consolidation  or other  reorganization  of the Company,
     except where shareholders of the Company  immediately prior to consummation
     of any such transaction  continue to hold as least a majority of the voting
     power of the outstanding  voting  securities of the legal entity  resulting
     from or existing after any transaction and a majority of the members of the
     Board of Directors of the legal entity  resulting  from or existing after a
     transaction are former members of the Company's Board of Directors;

          d. A sale,  exchange,  transfer or other  disposition of substantially
     all of the assets of the  Company to  another  entity,  except to an entity
     controlled,  directly or indirectly, by the Company or a corporate division
     involving the Company;

          e. A contested proxy  solicitation of the Company's  shareholders that
     results in the contesting  party obtaining the ability to cast  twenty-five
     percent  (25%) or more of the votes  entitled  to be cast in an election of
     directors of the Company; or

          f. During any period of two (2)  consecutive  years during the term of
     this Agreement and any renewal hereof,  individuals who at the beginning of
     such period  constitute the Board of Directors of the Company cease for any
     reason (other than for health,  disability  or other medical  incapacity or
     voluntary retirement) to constitute at least a majority thereof.

     10.  Definition  of  Date  of  Change  of  Control.  For  purposes  of this
          ----------------------------------------------
Agreement, the date of Change of Control shall mean the earlier of:

          a. the first day on which a "person"  or "group"  (as those  terms are
     defined or used in Section  13(d) of the  Exchange  Act,  as enacted and in
     force on the date hereof)  acquire the "beneficial  ownership"  (within the
     meaning of Rule 13d-3  under the  Exchange  Act, as enacted and in force on
     the date  hereof)  of 24.99% or more of the  combined  voting  power of the
     Company's securities then outstanding,

          b.  the  date  of the  transfer  of all  or  substantially  all of the
     Company's assets;

          c.  the  date on  which a  merger,  consolidation  or  combination  is
     consummated, as applicable;

          d.  the  date  on  which  a  contesting  party  in a  contested  proxy
     solicitation  of  Company's   shareholders  obtains  the  ability  to  cast
     twenty-five  percent  (25%) or more of the votes  entitled to be cast in an
     election of directors of the Company; or

          e. the date on which there is a change in the  majority of the members
     of the Board during any two (2)  consecutive  years during the term of this
     Agreement and any renewal hereof, for reasons other than health, disability
     or other medical incapacity or voluntary retirement.

     11.  Damages  for  Breach  of  Contract.  In the  event of a breach of this
         ------------------------------------
Agreement by either the Company or the Executive  resulting in damages to either
party, that party may recover from the party breaching the Agreement any and all
damages that may be sustained.

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<PAGE>

     12. No  Assignment.  The right of the  Executive or any other person to the
        ----------------
payment of deferred  compensation  or other benefits under this Agreement  shall
not be assigned,  transferred,  pledged,  or encumbered except by will or by the
laws of the descent and distribution.

     13. Binding  Effect.  This Agreement shall be binding upon and inure to the
        -----------------
benefit of the Company,  it  successors  and assigns and the  Executive  and his
heirs, executors, administrators, and legal representatives.

     14. Governing Law. This Agreement shall be construed in accordance with and
         --------------
governed by the laws of the Commonwealth of Pennsylvania.

     15. Severability.  If any provision of this Agreement shall be found by any
         -------------
court of competent  jurisdiction to be  unenforceable,  the parties hereby waive
such  provision  to the  extent  that  it is  found  to be  unenforceable.  Such
provision may be modified by such court so that it becomes enforceable,  and, as
modified,  will be enforced as any other provision hereof,  all other provisions
continuing in full force and effect.

     16.  Indemnification.  The Company shall  indemnify the  Executive,  to the
          -----------------
fullest extent  permitted by  Pennsylvania  law, with respect to any threatened,
pending or completed action, suit or proceeding brought against him by reason of
the fact that he is or was a director,  officer,  employee or agent of Community
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee or agent of another person or entity.  To the fullest extent  permitted
by Pennsylvania  law, the Company shall in advance of final  disposition pay any
and all expenses  (including,  without limitation,  attorney's fees) incurred by
the Executive in connection  with any threatened,  pending or completed  action,
suit or  proceeding  with  respect to which the  Executive  may be  entitled  to
indemnification  hereunder;  provided,  however,  that the  Executive  agrees to
reimburse the Company all such monies advanced if the presiding court finds that
he breached  or failed to perform  his duties as a director  or officer,  as the
case  may  be,  of  Community  and  that  the  breach  or  failure   constituted
self-dealing,  willful  misconduct or  recklessness.  The  Executive's  right to
indemnification  provided  herein  is not  exclusive  of  any  other  rights  of
indemnification  to  which  the  Executive  may be  entitled  under  any  bylaw,
agreement, vote of shareholders or otherwise, and shall continue beyond the term
of this  Agreement.  The Company shall use its best efforts to obtain  insurance
coverage for the  Executive  under an  insurance  policy  covering  officers and
directors of the Company against  lawsuits,  arbitrations or other  proceedings;
however, nothing herein shall be construed to require the Company to obtain such
insurance,  if the  Board of  Directors  of the  Company  determines  that  such
coverage cannot be obtained at a commercially reasonable price.

     17.  Non-competition.  The Executive shall not, while employed by Community
         -----------------
and, if the Executive  terminates  his  employment  with  Community  pursuant to
Section 6(d) or the Company terminates his employment for Cause, for a period of
one (1) year after such termination,  Compete (as hereinafter defined). The term
"Compete" shall mean employment by, or direct or indirect  participation  in (as
an owner, shareholder,  founder,  director, general or limited partner, officer,
manager,  consultant or agent, or otherwise),  any business,  firm, corporation,
partnership  or other  entity or person which is engaged in  commercial  banking
within any county in which the Company's  subsidiaries  have offices or branches
prior to termination of the Executive's  employment.  In the event the Executive
terminates his employment  with

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<PAGE>

Community  pursuant  to  Section  6(d)  above  or  the  Company  terminates  his
employment  for  Cause,  the  Executive  agrees,  for a  period  of one (1) year
following  such  termination  (i) not to  solicit  any  Community  employees  or
officers to leave  Community to accept  employment  by the  Executive or his new
employer; and (ii) not to solicit or encourage any customers of Community or any
of its  affiliates  to cease doing  business  with  Community or its  affiliates
and/or to transfer any or all of their business relationships to any institution
which the Executive may found or to the Executive's new employer.

     18.  Notice.  For the  purposes  of this  Agreement,  notices and all other
          -------
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified mail, return receipt requested,  postage prepaid, addressed as follows
(or to such  other  address  as any  party  may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt):

If to the Executive:       Donald F. Holt
                           21 Field Stone Drive
                           Mechanicsburg, PA  17055

If to the Company:         Community Banks, Inc.
                           750 East Park Drive
                           Harrisburg, PA  17111
                           Attention:  Chairman, Compensation Committee.

     19.  Validity.  The  invalidity  or  unenforceability  of any  provision or
          ---------
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

     20.  Amendment.  This  Agreement  may be amended or canceled only by mutual
         -----------
agreement of the parties in writing.  So long as the Executive  lives, no person
other than the parties  hereto  shall have any rights  under or interest in this
Agreement or the subject matter hereof.

     21.  Attorney's  Fees and  Costs.  If any  action  at law or in  equity  is
          ----------------------------
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing
party shall be entitled to  reasonable  attorney's  fees,  costs,  and necessary
disbursements in addition to any other relief that may be proper.

     22.  Entire  Agreement.  As of  the  Effective  Date  of the  Merger,  this
          ------------------
Agreement,  the Survivor Income Agreement and the Salary Continuation  Agreement
shall  constitute the entire  agreement  between the parties with respect to the
subject matter hereof and no prior promises, agreements or warranties, verbal or
written,  shall be of any force unless embodied herein.  No modification of this
Agreement  shall be of any force or effect unless  reduced to writing and signed
by both parties.  As of the complete  execution of this Agreement,  the Original
Agreement shall be terminated,  with no further rights or obligations thereunder
due to or from either party.

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<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly  authorized  officers and the  Executive  has hereunto set his hand and
seal as of the date first above written.

COMMUNITY BANKS, INC.


By: /s/ Earl L. Mummert                            /s/ Kaye Strawser
---------------------------------                  -----------------------------
Earl L. Mummert                                        Witness/Attest
Title:  Chairman, Compensation Committee

Date: July 23, 2004
---------------------------------


EXECUTIVE


/s/ Donald F. Holt                                 /s/ Kaye Strawser
---------------------------------                  -----------------------------
Donald F. Holt                                         Witness

Date: July 23, 2004
---------------------------------



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