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                                  Exhibit 10.1

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT ("Agreement") made as of the 27th day of December, 2005,
between CODORUS VALLEY BANCORP, INC., a Pennsylvania business corporation (the
"Corporation"), PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania banking
institution (the "Bank"), and LARRY J. MILLER, an adult individual (the
"Executive").

                                   WITNESSETH

     WHEREAS, the Corporation, the Bank and the Executive entered into an
Agreement dated as of January 1, 1993 (the "1993 Agreement"), regarding, among
other things, the employment of the Executive by the Corporation and the Bank;
and

     WHEREAS, the Corporation, the Bank and the Executive entered into an
amendment to the 1993 Agreement dated as of October 1, 1997 (the "1997
Amendment"), which 1997 Amendment modified certain terms of the 1993 Agreement;
and

     WHEREAS, the Corporation, the Bank and the Executive desire to enter into a
new Agreement regarding, among other things, the employment of the Executive by
the Corporation and by the Bank and, concurrently therewith, to terminate the
1993 Agreement, as amended, all as hereinafter set forth.

     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

     1. EMPLOYMENT. The Corporation and the Bank each hereby employ the
Executive, and the Executive hereby accepts employment with the Corporation and
the Bank, on the terms and conditions set forth in this Agreement.

     2. TERM OF EMPLOYMENT. The Executive's employment under this Agreement
shall be for a term of three (3) years beginning on January 1, 2006, and ending
on December 31, 2008, subject, however, to prior termination of this Agreement
as set forth below. Furthermore, subject to the subsequent provisions, upon the
expiration of the first twelve (12) full calendar months after the date first
above written, the term hereof shall be extended for another twelve (12) full
calendar months, and upon expiration of each subsequent twelve (12) full
calendar months thereafter the term of this Agreement shall be likewise extended
for an additional twelve (12) full calendar months. Such extension of this
Agreement's terms shall be automatic unless the Corporation and Bank provide the
Executive written notice of their intention not to extend this Agreement, which
written notice shall be given by the Corporation and Bank not less than ninety
(90) days before the expiration of the current twelve (12) month term.


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     3. POSITION AND DUTIES. The Executive shall serve as the President and
Chief Executive Officer of the Corporation and Bank and a member of the Board of
Directors of the Corporation and Bank, reporting only to the Board of Directors
of the Corporation and Bank and shall have supervision and control over, and
responsibility for, the general management and operation of the Corporation and
Bank, and shall have such other powers and duties as may from time to time be
prescribed by the Board of Directors of the Corporation and Bank, provided that
such powers and duties are consistent with the Executive's position as the Chief
Executive Officer in charge of the general management of the Corporation and
Bank.

     4. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote all his
working time, ability and attention to the business of the Corporation and Bank
during the term of this Agreement. The Executive shall notify the Board of
Directors of the Corporation and Bank in writing and receive written approval
from the Corporation and Bank before the Executive engages in any other business
or commercial duties or pursuits, including, but not limited to, directorships
of other companies. Under no circumstances may the Executive engage in any
business or commercial activities, duties or pursuits which compete with the
business or commercial activities of the Corporation or Bank, nor may the
Executive serve as a director or officer or in any other capacity in a company
which competes with the Corporation or Bank. Executive shall not be precluded,
however, upon written notification to the Boards of Directors, from engaging in
voluntary or philanthropic endeavors, from engaging in activities designed to
maintain and improve his professional skills, or from engaging in activities
incident or necessary to personal investments, so long as they are, in the
Boards' reasonable opinion, not in conflict with or detrimental to the
Executive's rendition of services on behalf of the Bank and Corporation.

     5. COMPENSATION.

          (a) ANNUAL DIRECT SALARY: As compensation for services rendered to the
     Corporation and Bank under this Agreement, the Executive shall be entitled
     to receive from the Bank an annual direct salary of Two Hundred Twenty
     Thousand ($220,000) Dollars per year, (the "Annual Direct Salary") payable
     in substantially equal bi-monthly installments (or such other intervals of
     the Bank's payroll policy) prorated for any partial employment period. The
     Annual Direct Salary shall be reviewed annually, no later than December 30
     of the then calendar year and shall be subject to such annual change (but
     not reduced below $220,000 without the Executive's written consent) as may
     be set by the Board of Directors of the Corporation and Bank taking into
     account the position and duties of the Executive and the performance of the
     Corporation and Bank under the Executive's leadership.

          (b) ANNUAL BUSINESS PLAN. The Executive shall prepare a business plan
     establishing the financial and business goals of the Corporation and Bank
     prior to the start of each fiscal year. The business plan prepared by the
     Executive shall be reviewed promptly by the Board of Directors of the
     Corporation and Bank, which may in its sole discretion alter or modify such
     plan prior to its adoption.


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          (c) BONUS. The Board of Directors of the Corporation and Bank in its
     sole discretion may provide for payment of a periodic bonus to the
     Executive in such an amount or nature as it may deem appropriate to provide
     incentive to the Executive and to reward the Executive for his performance.

          (d) DIRECTOR FEES. The Executive shall not be entitled to any
     director's fee or other compensation as paid to other members of the Board
     of Directors of the Bank and/or Corporation or subsidiaries of either. The
     Executive also agrees to serve on any committee of the Board of Directors
     of the Bank and/or Corporation or subsidiary of either without any
     additional compensation or fees.

     6. FRINGE BENEFITS, VACATION, EXPENSES, AND PERQUISITES.

          (a) EMPLOYEE BENEFIT PLANS. The Executive shall be entitled to
     participate in or receive benefits under all Bank employment benefit plans
     including, but not limited to, any pension plan, profit-sharing plan,
     savings plan, life insurance plan or disability insurance plan as made
     available by the Bank to its employees, subject to and on a basis
     consistent with terms, conditions and overall administration of such plans
     and arrangements.

          (b) VACATION, HOLIDAYS, SICK DAYS AND PERSONAL DAYS. The Executive
     shall be entitled to the number of paid vacation days in each calendar year
     determined by the Bank from time to time for its senior executive officers,
     but not less than six (6) weeks (two weeks of which shall be in sequence
     unless excused from such requirement by the Board of Directors) in any
     calendar year (prorated in any calendar year during which the Executive is
     employed hereunder for less than the entire such year in accordance with
     the number of days in such calendar year during which he is so employed).
     The Executive shall also be entitled to all paid holidays, sick days and
     personal days given by the Bank to its employees.

          (c) BUSINESS EXPENSES. During the term of his employment hereunder,
     the Executive shall be entitled to receive prompt reimbursement for all
     reasonable expenses incurred by him (in accordance with the policies and
     procedures established by the Board of Directors of the Bank for expense
     reimbursement) in performing services hereunder, provided that the
     Executive properly accounts therefore in accordance with Bank policy.

          (d) AUTOMOBILE. The Executive shall be entitled to the use of a Bank
     purchased or leased automobile of the following make and model, or such
     comparable model as may be agreed upon by the Board of Directors and the
     Executive: Volvo XC 90. The Executive shall also be entitled to
     reimbursement for all operating expenses of the automobile, including, but
     not limited to, oil, maintenance, repairs and insurance.

          (e) MEMBERSHIP DUES. While serving as President and Chief Executive
     Officer of the Corporation and Bank, Executive shall be reimbursed for
     membership dues


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     to the Outdoor Country Club of York and the Lafayette Club of York along
     with reasonable club expenses incurred during the conduct of Bank or
     Corporation business.

          (f) OTHER BENEFITS. Commencing on the date of Executive's retirement
     as an employee of the Corporation, the Bank or any respective Successors
     thereto, and until the death of the Executive and his spouse, the
     Corporation and the Bank agree to pay all of the Executive's and the
     Executive's spouse's medical, dental and vision insurance premium expenses
     for insurance coverage under the group plan in effect from time to time for
     executives of the Corporation and the Bank; provided, however, that if
     coverage for the Executive and his spouse under any such plans becomes
     unavailable for any reason, the Corporation and the Bank shall reimburse
     the Executive and his spouse for their costs in obtaining reasonably
     comparable coverage to the unavailable group coverage, provided that such
     reimbursement shall not exceed the amount that would have been paid by the
     Corporation and the Bank if the group coverage were available, adjusted to
     take into account the change from the pre-tax to after tax status of such
     benefit as well as the availability of any tax deduction to the Executive
     as an employee or independent contractor, as appropriate. The Executive
     and, after the Executive's death, the Executive's spouse, shall be
     responsible for arranging for other coverage for themselves if
     participation in the Corporation's or the Bank's group plans is not
     available at any time.

     No termination of this Agreement, other than a termination of Executive for
     "Cause," as defined herein, shall terminate the Corporation's and the
     Bank's obligation to provide the benefits provided in this subparagraph
     6(f).

     7. LIABILITY INSURANCE. The Corporation shall be required to obtain
insurance coverage for the Executive under an insurance policy covering officers
and directors of the Bank against lawsuits, arbitrations or other legal or
regulatory proceedings

     8. UNAUTHORIZED DISCLOSURE. During the term of his employment hereunder, or
at any later time, the Executive shall not, without the written consent of the
Board of Directors of the Corporation or Bank or a person authorized thereby,
knowingly disclose to any person, other than an employee of the Corporation or
Bank or a person whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Executive of his duties as an executive
of the Corporation or Bank, any material confidential information obtained by
him while in the employ of the Corporation or Bank with respect to any of the
Corporation or Bank's services, products, improvements, formulas, designs or
styles, processes, customers, methods of business or any business practices the
disclosure of which could be or will be materially damaging to the Corporation
or Bank provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by the Executive or any person with the assistance,
consent or direction of the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same business or a
business similar to that conducted by the Corporation or Bank or any information
that must be disclosed as required by law.


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     9. RESTRICTIVE COVENANT. The Executive covenants and agrees that the
Executive shall not, directly or indirectly, within the marketing area of the
Bank (defined as an area within fifty (50) miles of the registered office of the
Bank), enter into or engage generally in direct or indirect competition with the
Corporation or Bank or any subsidiary of the Corporation, either as an
individual on his own or as a partner or joint venturer, or as a director,
officer, shareholder, employee, agent, independent contractor, lessor or
creditor of or for any person, for a period of one year after the date of
termination of his employment if the Executive's employment is terminated for
any reason whatsoever, provided, however, that the restrictions in this
paragraph 9 shall not apply in the event the termination of Executive's
employment occurs following a Change in Control, as defined herein. The
foregoing restriction shall not be construed to prohibit the ownership by
Executive of not more than five percent (5%) of any class of securities of any
corporation which is in competition with the Bank or Corporation, provided that
such ownership represents a passive investment and that neither Executive nor
any group of persons including Executive in any way, either directly or
indirectly, manages or exercises control of any such corporation, guarantees any
of its financial obligations, otherwise takes any part in its business, other
than exercising his rights as a shareholder, or seek to do any of the foregoing.
The existence of any claim or cause of action of the Executive against the
Corporation or Bank, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Corporation or Bank of this
covenant. The Executive agrees that any breach of the restrictions set forth in
paragraphs 8 and 9 will result in irreparable injury to the Corporation or Bank
for which it shall have no adequate remedy at law and the Corporation or Bank
shall be entitled to injunctive relief in order to enforce the provisions
hereof. In the event that this paragraph shall be determined by any court of
competent jurisdiction to be unenforceable in part by reason of it being too
great a period of time or covering too great a geographical area, it shall be in
full force and effect as to the period of time or geographical area determined
to be reasonable by the court.

     10. TERMINATION.

          (a) The Executive's employment hereunder shall terminate upon his
     death.

          (b) If the Executive becomes disabled because of sickness, physical or
     mental disability, or any other reason, the Corporation or Bank shall have
     the option to terminate this Agreement by giving written notice of
     termination to the Executive. Executive shall be deemed to have become
     "disabled" only in the event and at such time as he qualifies (after
     expiration of any applicable waiting period) to receive benefits for total
     disability under the employee disability insurance benefit plan referred to
     in paragraph 6(a) above.

          (c) The Corporation or Bank may terminate the Executive's employment
     hereunder for cause. For the purposes of this Agreement, the Corporation or
     Bank shall have "Cause" to terminate the Executive's employment hereunder
     upon (i) the willful failure by the Executive to substantially perform his
     duties hereunder after the Executive's receipt of written notice from the
     Bank of such failure, other than a failure resulting from the Executive's
     incapacity because of physical or mental illness, or (ii) the


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     willful engaging by the Executive in misconduct injurious to the
     Corporation or Bank, or (iii) the willful violation by the Executive of the
     provisions of paragraphs 4 or 8 hereof, after written notice from the Bank
     and a failure to cure such violation within thirty (30) days of said
     notice, or if said violation cannot be cured within thirty (30) days,
     within a reasonable time thereafter if the Executive is diligently
     attempting to cure the violation, or (iv) the dishonesty or gross
     negligence of the Executive in the performance of his duties, or (v) the
     breach of Executive's fiduciary duty involving personal profit, or (vi) the
     violation of any law, rule or regulation governing banks or bank officers
     or any final cease and desist order issued by a bank regulatory authority,
     any of which materially jeopardizes the business of the Corporation or
     Bank, or (vii) moral turpitude or other conduct on the part of Executive
     which brings public discredit to the Corporation or Bank, or (viii) the
     Executive's failure to be elected and serve as a member of the Board of
     Directors of the Corporation.

          (d) The Executive may terminate his employment hereunder if (1) his
     health should become impaired to an extent that it makes continued
     performance of his duties hereunder hazardous to his physical or mental
     health or his life or (2) for "Good Reason".

          (e) The Executive may resign for "Good Reason" (as herein defined) at
     any time during the term of employment, as hereinafter set forth. As used
     in this Agreement, "Good Reason" means any of the following:

               (i) Any reduction in title or a reduction in the Executive's
          responsibilities or authority which are inconsistent with, or the
          assignment to the Executive of duties inconsistent with, the
          Executive's status as President and Chief Executive Officer of the
          Corporation and the Bank;

               (ii) Any reassignment of the Executive which requires the
          Executive to move his principal residence more than twenty-five (25)
          miles from the Corporation's principal executive office on the date of
          this Agreement;

               (iii) Any removal of the Executive from office except for any
          termination of the Executive's employment for Cause;

               (iv) Any reduction in the Executive's Annual Direct Salary as in
          effect on the date hereof or as the same may be increased from time to
          time;

               (v) Any failure by the Corporation to provide the Executive with
          benefits at least as favorable as those enjoyed by the Executive under
          any of the pension, life insurance, medical, health and accident,
          disability or other employee plans of the Corporation or of the Bank
          in which the Executive participated on the date hereof, or the taking
          of any action that would materially reduce any of such benefits,
          unless such reduction is part of a reduction applicable in each case
          to all employees;


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               (vi) Any delivery by the Corporation or the Bank to the Executive
          of the written notice of nonextension provided for in paragraph 2
          hereof; and

               (vii) Any material breach of this Agreement of any nature
          whatsoever on the part of the Corporation or of the Bank.

     11. PAYMENTS UPON TERMINATION.

          (a) If the Executive's employment shall be terminated because of
     death, disability or for Cause, the Bank shall pay the Executive or his
     fiduciary his full Annual Direct Salary through the date of termination at
     the rate in effect at the time of termination, plus any accrued benefits at
     the time of termination, and the Corporation and Bank shall have no further
     obligation to the Executive under this Agreement.

          (b) If the Executive's employment is terminated by the Corporation or
     Bank (other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof),
     then the Bank shall pay the Executive his full Annual Direct Salary (as
     defined in this Agreement) from the date of termination through the last
     day of the term of this Agreement or an amount equal to his current Annual
     Direct Salary, whichever is greater. Such amount will be paid in a lump sum
     within ten (10) days following the date of termination of employment. In
     addition, Executive shall be entitled to a continuation of employee
     benefits, in the manner described in paragraph 11(d)(ii) hereof, for a
     period of one year following Executive's termination of employment under
     this paragraph 11(b).

          (c) If the Executive terminates his employment for "Good Reason",
     other than following a Change in Control, as defined herein, then the Bank
     shall pay the Executive an amount equal to his Annual Direct Salary. Such
     amount shall be paid in a lump sum within ten (10) days following the date
     of termination of employment. In addition, Executive shall be entitled to a
     continuation of employee benefits, in the manner described in paragraph
     11(d)(ii) hereof, for a period of one year following Executive's
     termination of employment under this paragraph 11(c).

          (d) If the Executive terminates his employment for "Good Reason"
     during the period commencing with the date of any "Change in Control", as
     defined herein, and ending on the second anniversary of the date of the
     Change in Control, then the Executive shall be entitled to receive the
     following payments and benefits:

               (i) BASIC PAYMENTS. The Executive will be paid an amount equal to
          three times the sum of (A) his then current Annual Direct Salary, and
          (B) the highest bonus paid to him with respect to one of the three
          calendar years immediately preceding the year of termination. Such
          amount will be paid to the Executive in a lump sum within ten (10)
          days following the date of termination of employment.


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               (ii) CONTINUATION OF EMPLOYEE BENEFITS. For a period of three (3)
          years from the date of termination of employment, the Bank also shall
          maintain in full force and effect, for the continued benefit of the
          Executive, all employee benefit plans and programs to which the
          Executive was entitled prior to the date of termination, if the
          Executive's continued participation is possible under the general
          terms and provisions of such plans, and programs, except that if the
          Executive's participation in any health, medical, life insurance, or
          disability plan or program is barred, the Bank shall obtain and pay
          for, on the Executive's behalf, individual insurance plans, policies
          or programs which provide to the Executive health, medical, life and
          disability insurance coverage which is substantially equivalent to the
          insurance coverage to which Executive was entitled prior to the date
          of termination.

          (e) In the event that the amounts and benefits payable under this
     paragraph, when added to other amounts and benefits which may become
     payable to the Executive by the Corporation and/or Bank, are such that he
     becomes subject to the excise tax provisions of Section 4999 of the
     Internal Revenue Code of 1986, as amended (the "Code"), the Corporation and
     the Bank shall pay him such additional amount or amounts as will result in
     his retention (after the payment of all federal, state and local excise,
     employment, and income taxes on such payments and the value of such
     benefits) of a net amount equal to the net amount he would have retained
     had the initially calculated payments and benefits been subject only to
     income and employment taxation. For purposes of the preceding sentence, the
     Executive shall be deemed to be subject to the highest marginal federal,
     state and local tax rates. All calculations required to be made under this
     subparagraph shall be made by the Corporation's independent certified
     public accountants, subject to the right of Executive's representative to
     review the same. All such amounts required to be paid shall be paid at the
     time any withholding may be required under applicable law, and any
     additional amounts to which the Executive may be entitled shall be paid or
     reimbursed no later than fifteen (15) days following confirmation of such
     amount by the Corporation's accountants. In the event any amounts paid
     hereunder are subsequently determined to be in error because estimates were
     required or otherwise, the parties agree to reimburse each other to correct
     such error, as appropriate, and to pay interest thereon at the applicable
     federal rate (as determined under Code Section 1274A for the period of time
     such erroneous amount remained outstanding and unreimbursed). The parties
     recognize that the actual implementation of the provisions of this
     subparagraph are complex and agree to deal with each other in good faith to
     resolve any questions or disagreements arising hereunder.

          (f) Notwithstanding anything in this Section to the contrary, in the
     event Executive is determined to be a Key Employee, as that term is defined
     in Section 409A of the Code and the regulations promulgated thereunder,
     payments to such Key Employee under paragraphs 11(b), 11(c) or 11(d), shall
     not begin earlier than the first day of the seventh month after the date of
     termination.


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          For purposes of the foregoing, the date upon which a determination is
     made as to the Key Employee status of the Executive, the Indemnification
     Date (as defined in Section 409A of the Code and the regulations
     promulgated thereunder) shall be December 31.

     12. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change of
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).

          (a) 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 or 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.

          (b) 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 directors whose
          appointment or election is not endorsed by a majority of the members
          of the Corporation's Board of Directors prior to the date of the
          appointment or election.

          If any one 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


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     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.

          (c) 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 Paragraph 12(c) if there is a
     transfer of assets to an 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 is 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.

          (d) For purposes of this Paragraph 12, persons will not be considered
     to be acting as a group solely because they purchase or own 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.

     13. PRIMARY OBLIGOR. The obligation to make payments and provide benefits
under this Agreement shall primarily be those of the Executive's Employer as of
the date of his termination of employment. In the event the Employer is not the
Corporation or the Bank, the Corporation will cause such Employer to make
required payments and provide required benefits.


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To the extent the Corporation fails or is unable to do so, it shall make such
payments and provide such benefits.

     14. LEGAL EXPENSES. The Corporation will pay (or cause to be paid) to the
Executive all reasonable legal fees and expenses when incurred by the Executive
in seeking to obtain or enforce any right or benefit provided by this Agreement,
provided he acts in good faith with respect to issues raised.

     15. RABBI TRUST. The Corporation is establishing contemporaneously herewith
a rabbi trust (the "Trust"), to which it is contributing an initial corpus of
$100. In the event of a change of control as defined herein, the Corporation
shall, in accordance with the terms of the Trust, contribute thereto the amount
described in Section 1(e) thereof. Thereafter, amounts payable hereunder shall
be paid first from the assets of such Trust and the income thereon. To the
extent that the assets of the Trust and the income thereon are insufficient, the
Corporation or any successor of the Corporation shall pay Executive the amount
due hereunder.

     16. NOTICES. Any notice required or permitted to be given under this
Agreement will, to be effective hereunder, be given to the Corporation, in the
case of notices given by the Executive, and will, to be effective hereunder, be
given by the Corporation, in the case of notices given to the Executive. Any
such notice will be deemed properly given if in writing and if mailed by
registered or certified mail, postage prepaid with return receipt requested, to
the last known residence address of the Executive, in the case of notices to the
Executive, and to the principal office of the Corporation, in the case of notice
to the Corporation.

     17. WAIVER. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Executive and an executive officer of the Corporation
designated for such purpose by the Board of Directors of the Corporation. No
waiver by any party hereto at any time of any breach by another party hereto of,
or compliance with, any condition or provision of this Agreement to be performed
by such other party will be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.

     18. ASSIGNMENT. This Agreement is not assignable by any party hereto,
except by the Corporation and the Bank to any successor in interest to the
respective business of the Corporation and the Bank.

     19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof and, in accordance with the
provisions of paragraph 28 supersedes any prior agreement of the parties.

     20. SUCCESSORS; BINDING EFFECT.

          (a) SUCCESSORS. The Corporation will require any successor (whether
     direct or indirect, by purchase, merger, consolidation, or otherwise) to
     all or substantially all of the business and/or assets of the Corporation
     and/or the Bank to expressly assume and


                                      -15-

<PAGE>

     agree to perform this Agreement (or cause it to be performed) in the same
     manner and to the same extent that the Corporation, the Bank or any
     affiliated company of either would be required to perform it if no such
     succession had taken place. Failure by the Corporation to obtain such
     assumption and agreement prior to the effectiveness of any such succession
     shall constitute a material breach of this Agreement. As used in this
     Agreement, the "Corporation" and the "Bank" means the Corporation and the
     Bank as hereinbefore defined and any successor to the business and/or
     assets of the Corporation and/or the Bank as aforesaid which assumes and
     agrees to perform this Agreement by operation of law, or otherwise.

          (b) BINDING EFFECT. This Agreement shall inure to the benefit of and
     be enforceable by the Executive's personal or legal representatives,
     executors, administrators, heirs, distributes, devisees, and legatees. If
     the Executive should die while any amount is payable to the Executive under
     this Agreement if the Executive had continued to live, all such amounts,
     unless otherwise provided herein, will be paid in accordance with the terms
     of this Agreement to the Executive's devisee, legatee, or other designee,
     or, if there is no such person, to the Executive's estate.

     21. CONTINUATION OF CERTAIN PROVISIONS. Any termination of Executive's
employment under this Agreement or of this Agreement will not affect the
benefit, confidential information and non-competition provisions of paragraphs
6, 8 and 9, which will, if relevant, survive any such termination and remain in
full force and effect in accordance with their respective terms.

     22. NO MITIGATION OR OFFSET. The Executive shall not be required to
mitigate the amount of any payment or benefit provided for in this Agreement by
seeking employment or otherwise; nor shall any amounts or benefits payable or
provided hereunder be reduced in the event he does secure employment.

     23. VALIDITY. The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. which will remain in full force and effect.

     24. APPLICABLE LAW. Except to the extent preempted by federal law, this
Agreement shall be governed by and construed in accordance with the domestic
internal law of the Commonwealth of Pennsylvania.

     25. NUMBER. Words used herein in the singular shall be construed as being
used in the plural, as the context requires, and vice versa.

     26. HEADINGS. The headings of the paragraphs and subparagraphs of this
Agreement are for convenience only and shall not control or affect the meaning
or construction or limit the scope or intent of any of the provisions of this
Agreement.


                                      -16-

<PAGE>

     27. REFERENCE TO ENTITIES. All references to the Corporation shall be
deemed to include references to the Bank, or any affiliate of either, as
appropriate in the relevant context, and vice versa; provided, however, that
this paragraph shall not be construed in the manner that results in a
determination that a transaction constitutes a Change in Control unless such
transaction is literally described in the definition of such term.

     28. EFFECTIVE DATE; TERMINATION OF PRIOR AGREEMENTS. This Agreement shall
become effective immediately upon the execution and delivery of the same by the
parties hereto. Upon the execution and delivery of this Agreement, any prior
agreement relating to the subject matter hereof will be deemed automatically
terminated and be of no further force or effect.

     29. WITHHOLDING FOR TAXES. All amounts and benefits paid or provided
hereunder shall be subject to withholding for taxes as required by law.

     IN WITNESS WHEREOF, the parties, each intending to be legally bound, have
executed the Agreement as of this date, month and year first above written.

ATTEST:                                 CODORUS VALLEY BANCORP, INC.


/s/ Harry R. Swift                      By: /s/ Rodney L. Krebs
-------------------------------------       ------------------------------------


ATTEST:                                 PEOPLESBANK, A CODORUS VALLEY COMPANY


/s/ Barbara J. Myers                    By: /s/ Rodney L. Krebs
-------------------------------------       ------------------------------------
Secretary


WITNESS:


/s/ Matthew A. Clemens                  /s/ Larry J. Miller
-------------------------------------   ----------------------------------------
                                        Larry J. Miller


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