EXHIBIT 10.15


RESIGNATION AND APPOINTMENT OF TRUSTEE


          WHEREAS,
Codorus Valley Bancorp, Inc. (the “Settlor”) established the Codorus Valley
Bancorp, Inc. Change in Control and Supplemental Benefit Trust (the “Trust”)
pursuant to the Change in Control and Supplemental Benefit Trust Agreement
dated January 25, 2006 (the “Trust Agreement”).


          WHEREAS,
Hershey Trust Company is currently the sole trustee of the Trust.


          WHEREAS,
Section 10(a) of the Trust Agreement provides that the trustee of the Trust may
resign at any time by providing written notice to the Settlor, which
resignation shall be effective sixty days after receipt of such notice unless
the Settlor and the trustee agree otherwise to an effective date which is
shorter than the sixty day period.


          WHEREAS,
Section 10(d) of the Trust Agreement provides that if the trustee of the Trust
resigns, a successor shall be appointed in accordance with Section 11 of the
Trust Agreement by the effective date of the resignation.


          WHEREAS,
Section 11 of the Trust Agreement provides that if the trustee of the Trust
resigns, the Settlor may appoint a financial institution that possesses
corporate trustee powers under state law as the successor to replace the
trustee upon resignation.


          WHEREAS,
Hershey Trust Company desires to resign as trustee of the Trust and the Settlor
desires to appoint Counsel Trust Company as trustee of the Trust.


          WHEREAS,
Hershey Trust Company and the Settlor desire to waive the sixty day notice
period.


          NOW
WHEREFORE, Hershey Trust Company hereby resigns as the trustee of the Trust and
the Settlor hereby appoints Counsel Trust Company as the trustee of the Trust.


          FURTHER,
Hershey Trust Company and the Settlor hereby waive the sixty day notice period
and hereby agree that the aforementioned resignation and appointment shall be
effective as of the first date when (i) both of Hershey Trust Company and the
Settlor have executed this Resignation and Appointment and (ii) Counsel Trust
Company has accepted its appointment as the trustee of the Trust. 


          NOW
WHEREFORE, the Settlor has executed this Resignation and Appointment on the
date indicated below. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
 November 21,
 2011

 	
 CODORUS
 VALLEY BANCORP, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  



 	
  

 
	
  

 	
  

 	
 Name: Larry
 J. Miller

 
	
  

 	
  

 	
 Title:
 President and CEO

 


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Before the
undersigned personally appeared Larry J. Miller as President and CEO of Settlor
and certified he/she executed this Resignation and Appointment for the purposes
stated within on this ______ day of November, 2011. 


	
  

 	
  

 	
  

 
	
  

 	
  



 	
  

 
	
  

 	
 Notary
 Public

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 My
 Commission Expires:

 	
  

 



          NOW
WHEREFORE, Hershey Trust Company has executed this Resignation and Appointment
on the date indicated below. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
 November 18,
 2011

 	
 HERSHEY
 TRUST COMPANY

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  



 	
  

 
	
  

 	
  

 	
 Name: David
 P. Lavery

 
	
  

 	
  

 	
 Title:
 Interim Chief Executive Officer

 



Before the
undersigned personally appeared David P. Lavery as Interim Chief Executive
Officer of Hershey Trust Company and certified he executed this Resignation and
Appointment for the purposes stated within on this ______ day of November,
2011. 


	
  

 	
  

 	
  

 
	
  

 	
  



 	
  

 
	
  

 	
 Notary
 Public

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 My
 Commission Expires:

 	
  

 



          NOW
WHEREFORE, Counsel Trust Company hereby acknowledges receipt of this
Resignation and Appointment and accepts its appointment as the trustee of the
Trust. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
 November 22,
 2011

 	
 COUNSEL
 TRUST COMPANY

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  



 	
  

 
	
  

 	
  

 	
 Name: David
 L. Dolan

 
	
  

 	
  

 	
 Title:
 President

 



Before the
undersigned personally appeared David L. Dolan as President of Counsel Trust
Company and certified he/she executed this Resignation and Appointment for the
purposes stated within on this ______ day of November, 2011. 


	
  

 	
  

 	
  

 
	
  

 	
  



 	
  

 
	
  

 	
 Notary
 Public

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 My
 Commission Expires:

 	
  

 






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