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                                  EXHIBIT 10.11


                           CHANGE IN CONTROL AGREEMENT


        THIS AGREEMENT ("Agreement") made as of the 29th day of November, 2000,
between Sterling Financial Corporation, a Pennsylvania business corporation (the
"Corporation"), Bank of Hanover, a national banking association (the "Bank" and,
with the Corporation, the "Employers") and D. Kathleen Phillips, an individual
(the "Executive").


                                   WITNESSETH:

        WHEREAS, the Executive is serving as a Chief Technology Officer of the
Employers; and

        WHEREAS, the Employers consider the continued services of the Executive
to be in the best interest of the Employers and the shareholders of the
Corporation; and

        WHEREAS, the Employers desire to induce the Executive to remain in the
employ of their Employers on an impartial and objective basis in the event of a
transaction pursuant to which a Change in Control (as defined in Section 2(c))
of the Employers occurs.

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

        1.  Term of Agreement.


               (a)  The term of this Agreement shall commence on the date hereof
                    and terminate on December 31, 2002 unless the Executive's
                    employment is sooner terminated as provided herein (as may
                    be extended pursuant to this Agreement, the "Term"). On each
                    December 31st hereafter, the Term shall automatically be
                    extended for an additional calendar year unless either party
                    gives written notice to the other, by no later than the
                    preceding November 30th, that he or she does not concur in
                    such extension. For the purposes of the preceding sentence,
                    the Employers shall be considered one party.

               (b)  Termination for Cause. Notwithstanding the provisions of
                    Section 1(a), this Agreement will terminate automatically
                    upon termination of the Executive's employment by his/her
                    Employer for Cause. As used in this Agreement, the term
                    "Cause" means:


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               (i)  prior to a Change in Control, termination for any reason;
                    and

               (ii) concurrent with or following a Change in Control,
                    termination following (A) the Executive's conviction or plea
                    of guilty or nolo contendere to a felony, a crime of
                    falsehood, or a crime involving fraud or moral turpitude, or
                    the actual incarceration of the Executive for a period of 45
                    consecutive days, (B) the Executive's failure to follow the
                    lawful instructions of the Employers after receipt of
                    written notice of such instructions from an appropriate
                    corporate official, other than a failure resulting from the
                    Executive's incapacity because of physical or mental
                    illness, or (C) a government regulatory agency recommends or
                    orders in writing that the employment of the Executive be so
                    terminated.

               If the Executive's employment is terminated for Cause, his/her
        rights under this Agreement will cease as of the effective date of such
        termination.

               (c)  Voluntary Termination, Retirement, or Death. Notwithstanding
                    the provisions of Section 1(a), this Agreement will
                    terminate automatically upon the voluntary termination of
                    the Executive's employment (other than in accordance with
                    Section 2), his/her retirement or his/her death. In any such
                    event, the Executive's rights under this Agreement will
                    cease as of the effective date of such termination;
                    provided, however, that if the Executive dies after a Notice
                    of Termination (as defined in Section 2(b)) is delivered by
                    him/her in accordance with such section, the payments
                    described in Section 3 will nonetheless be made to the
                    person or persons determined pursuant to Section 9(b).

               (d)  Disability. Notwithstanding the provisions of Section 1(a),
                    this Agreement will terminate automatically upon the
                    termination of the Executive's employment by reason of
                    his/her Disability. In such event, the Executive's rights
                    under this Agreement will cease as of the effective date of
                    such termination; provided, however, that if the Executive
                    becomes disabled after a Notice of Termination is delivered
                    by him/her in accordance with Section 2(b), he/she will
                    nonetheless be entitled to receive the payments described in
                    Section 3. As used in this Agreement, the term "Disability"
                    means incapacitation, by accident, sickness or other wise,
                    such that the Executive is rendered unable to perform the
                    services required of his/her by him/her then position with
                    the Employers for a period of six consecutive months.


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        2.  Termination Following a Change in Control.


               (a)  Termination For Good Reason After a Change in Control. If a
                    Change in Control occurs and, in anticipation thereof,
                    concurrently therewith or thereafter during the Term an
                    event constituting Good Reason also occurs with respect to
                    the Executive, he/she may terminate his/her employment in
                    accordance with the provisions of Section 2(b) and,
                    thereupon, will become entitled to the payments described in
                    Section 3.

               (b)  Notice of Termination. Upon the occurrence of a Change in
                    Control and an event of Good Reason, the Executive may,
                    within 90 days of the occurrence of any such event, resign
                    from employment by a notice in writing ("Notice of
                    Termination") delivered to the Bank, whereupon he/she will
                    become entitled to the payments described in Section 3. In
                    the case of a termination described in Clause (i) of Section
                    2(d), the Executive will confirm his/her involuntary
                    termination, in writing, within 90 days of the date of such
                    termination, and such confirmation will be deemed a Notice
                    of Termination.

               (c)  Change in Control Defined. As used in this Agreement, the
                    term "Change in Control" means any of the following:

                       (i)   any "person" (as such term is used in Sections
                             13(d) and 14(d) (2) of the Securities and Exchange
                             Act of 1934 (the "Exchange Act")), other than the
                             Employers, a subsidiary of the Employers, an
                             employee benefit plan of the Employers or a
                             subsidiary of the Employers (including a related
                             trust), becomes the beneficial owner (as determined
                             pursuant to Rule 13d-3 under the Exchange Act),
                             directly or indirectly, of securities of the
                             Employers representing more than 20% of the
                             combined voting power of the Employers' then
                             outstanding securities;

                       (ii)  the occurrence of, or execution of an agreement
                             providing for, a sale of all or substantially all
                             of the assets of the Employers to an entity which
                             is not a direct or indirect subsidiary of the
                             Employers;

                       (iii) the occurrence of, or execution of an agreement
                             providing for, a reorganization, merger,
                             consolidation or similar transaction involving the
                             Employers, unless (A) the shareholders of the
                             Corporation immediately prior to the consummation
                             of any such transaction will initially own
                             securities representing a majority of the voting
                             power of the


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                             surviving or resulting corporation, and (B) the
                             directors of the Employers immediately prior to the
                             consummation of such transaction will initially
                             represent a majority of the directors of the
                             surviving or resulting corporation; or

                       (iv)  any other event which is at any time irrevocably
                             designated as a "Change in Control" for purposes of
                             this Agreement by resolution adopted by a majority
                             of the then non-employee directors of the
                             Employers.

               (d)  Good Reason Defined. As used in this Agreement, the term
                    "Good Reason" means any of the following events:

                       (i)   the involuntary termination of the Executive, other
                             than an involuntary termination permitted in
                             Sections 1(b) and (d);

                       (ii)  a reduction in the Executive's title,
                             responsibility (including reporting responsibility)
                             or authority as in effect immediately prior to the
                             Change in Control; provided, however, that the
                             assignment of the Executive to a position with a
                             reasonably similar title, responsibility and
                             authority will not constitute an event of Good
                             Reason if the Executive's actual or targeted
                             compensation in such new position is not less than
                             the Executive's actual and targeted compensation
                             immediately prior to the Change in Control;

                       (iii) the assignment to the Executive of duties
                             inconsistent with his/her position immediately
                             prior to the Change in Control, except for an
                             assignment of duties consistent with a position
                             permitted in Clause (ii);

                       (iv)  a reduction in the Executive's annual base salary
                             in effect immediately prior to the Change in
                             Control;

                       (v)   reassignment of the Executive to a principal office
                             which is more than 30 miles from the Executive's
                             principal office in Lancaster, Pennsylvania;

                       (vi)  the failure to provide the Executive with welfare,
                             pension, incentive compensation, fringe and other
                             benefits to which he/she was entitled immediately
                             prior to the Change in Control, unless such failure
                             occurs by reason of a reduction or change in such
                             benefits for employees generally or similarly
                             situated executive employees of the corporation
                             which is the acquiring, resulting or successor
                             corporation in the Change in Control (or an
                             affiliate thereof); or


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                       (vii) any material breach of this Agreement by the
                             Employers which is not cured within 30 days after
                             receipt of written notice of such breach from the
                             Executive.

        3.  Rights in the Event of Certain Terminations Following Change in
            Control. In the event the Executive validly and timely delivers a
            Notice of Termination to the Bank, he/she will be entitled to
            receive the following payments and benefits:

               (a)  Basic Payments. The Executive will be paid an amount equal
                    to two (2) times the Base Amount. "Base Amount" shall mean
                    an amount equal to the average annual compensation payable
                    by the Employers to the Executive and includable by the
                    Executive in gross income for the most recent five (5)
                    taxable years, or such shorter period as the Executive shall
                    have been employed by the Employers, ending before the date
                    on which the Change of Control occurred. The Executive at
                    his election, will be paid the Basic Payments in either (i)
                    24 equal monthly installments, or (ii) a lump sum equal to
                    the present value of the amounts payable under this
                    subsection; commencing within 30 days after his termination
                    of employment. For purposes of the preceding sentence,
                    present value will be determined by using the short-term
                    applicable federal rate under Section 1274 of the Internal
                    Revenue Code of 1986, as amended (the "Code"), in effect on
                    the date of termination of employment. For purposes of this
                    subsection, to the extent necessary, base salary and bonuses
                    with any predecessor of the Employers or an affiliate
                    thereof shall be taken into account.

               (b)  Supplemental Payment in Lieu of Certain Benefits. In lieu of
                    continued pension, welfare and other benefits, a one-time
                    lump sum cash payment equaling 25% of the Basic Payments
                    calculated above will be paid to the Executive within 30
                    days following the date of termination

               (c)  Stock Options. Upon a Change in Control, all stock options
                    theretofore granted to the Executive by the Corporation and
                    not previously exercisable shall become fully exercisable to
                    the same extent and in the same manner as if they had become
                    exercisable by passage of time or by virtue of the Employers
                    achieving certain performance objectives in accordance with
                    the relevant provisions of any plan and any agreement.

               (d)  Section 280G. Notwithstanding any other provisions of this
                    Agreement or any other agreement entered into by the
                    Executive and the Employers ("Other Agreement"), and
                    notwithstanding any formal or informal plan or other
                    arrangement heretofore or hereafter adopted by the Company
                    for the direct or indirect provision of compensation to

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                    the Executive (including groups of participants or
                    beneficiaries of which the Executive is a member), whether
                    or not such compensation is deferred, is in cash, or is in
                    the form of a benefit to or for the Executive (a "Benefit
                    Plan"), the Executive shall not have any right to receive
                    any payment or other benefit under this Agreement, any Other
                    Agreement, or any Benefit Plan if such payment or benefit,
                    taking into account all other payments or benefits to or for
                    the Executive under this Agreement, all Other Agreements,
                    and all Benefit Plans, would cause any payment to the
                    Executive under this Agreement to be considered a "parachute
                    payment" within the meaning of Section 280G of the Code as
                    then in effect (a "Parachute Payment"). In the event that
                    the receipt of any such payment or benefit under this
                    Agreement, any Other Agreement, or any Benefit Plan would
                    cause the Executive to be considered to have received a
                    Parachute Payment under this Agreement, then the Executive
                    shall have the right, in the Executive's sole discretion, to
                    designate those payments or benefits under this Agreement,
                    any Other Agreements and/or any Benefit Plans, which should
                    be reduced or eliminated so as to avoid having the payment
                    to the Executive under this Agreement to be deemed to be a
                    Parachute Payment.

        4.  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; provided, however, that the Executive shall not
            be responsible for the Employers' attorney's fees and costs if the
            Executive's action is brought in good faith.

        5.  Notices. Any notice required or permitted to be given under this
            Agreement will, to be effective hereunder, be given to the
            Employers, in the case of notices given by the Executive, and will,
            to be effective hereunder, be given by the Employers, 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 residence of the Executive, in the case of notices to the
            Executive, and to the principal office of the Employers, in the case
            of notices to the Employers.

        6.  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 Employers specifically designated by the Boards of Directors
            of the Employers. 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.


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        7.  Assignment. This Agreement is not assignable by any party hereto;
            the Employers provided, however, that the Employers may assign their
            rights hereunder, including, without limitation, the restrictive
            covenants in Sections 9 and 10, to any successor in interest to the
            respective businesses of the Employers.

        8.  Entire Agreement. This Agreement contains the entire agreement of
            the parties relating to the subject matter of this Agreement and, in
            accordance with the provisions of Section 18, supersedes any prior
            agreement of the parties.

        9.  Successors; Binding Agreement.

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

               (b)  This Agreement will inure to the benefit of and be
                    enforceable by the Executive's personal or legal
                    representatives, executors, administrators, heirs,
                    distributees, 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 designee, to the Executive's estate.

        10. Continuation of Certain Provisions. Any termination of the
            Executive's employment under this Agreement or of this Agreement
            shall be subject to the provisions of Section 3 or 4, which will, if
            relevant, survive any such termination and remain in full force and
            effect in accordance with their respective terms.

        11. Other Rights. Except as provided in Section 18, nothing herein will
            be construed as limiting, restricting or eliminating any rights the
            Executive may


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            have under any plan, contract or arrangement to which he/she is a
            party or in which he/she is a vested participant; provided, however,
            that any termination payments required hereunder will be in lieu of
            any severance benefits to which she may be entitled under a
            severance plan or arrangement of the Employers or any affiliated
            company of either; and provided further, that if the benefits under
            any such plan or arrangement may not legally be eliminated, then the
            payments hereunder will be correspondingly reduced in such equitable
            manner as the Board of Directors of the Employers may determine.

        12. No Mitigation or Offset. The Executive will not be required to
            mitigate the amount of any payment provided for in this Agreement by
            seeking employment or otherwise; nor will any amounts or benefits
            payable or provided hereunder be reduced in the event he/she does
            secure employment.

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

        14. Applicable Law. Except to the extent preempted by federal law, this
            Agreement will be governed by and construed in accordance with the
            domestic internal law of the Commonwealth of Pennsylvania.

        15. Number. Words used herein in the singular will be construed as being
            used in the plural, as the context requires, and vice versa.

        16. Headings. The headings of the sections and subsections of this
            Agreement are for convenience only and will not control or affect
            the meaning or construction or limit the scope or intent of any of
            the provisions of this Agreement.

        17. References to Entities. All references to the Employers will be
            deemed to include a reference to the Employers and/or the
            Corporation, individually or collectively, as appropriate in the
            relevant context.

        18. Effective Date; Termination of Prior Agreement. This Agreement will
            become effective immediately upon the execution and delivery of this
            Agreement 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.

        19. Withholding For Taxes. All amounts and benefits paid or provided
            hereunder will be subject to withholding for taxes as required by
            law.

        20. Individual Agreement. This Agreement is an agreement solely between
            and among the parties hereto. It is intended to constitute a
            nonqualified unfunded

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            arrangement for the benefit of a key management employee and will be
            construed and interpreted in a manner consistent with such
            intention.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
        date first above written.



                                    Sterling Financial Corporation

                                    By:  /s/ John E. Stefan
                                         -------------------------------

                                    Attest: /s/ J. Roger Moyer, Jr.
                                            ----------------------------



                                    Bank of Hanover

                                    By:  /s/ J. Bradley Scovill
                                         -------------------------------

                                    Attest: /s/ Chad M. Clabaugh
                                            ----------------------------




Witness:


 /s/ Thomas J. Paholsky             /s/ D. Kathleen Phillips
 --------------------------         ------------------------------------
                                    D. Kathleen Phillips
                                    ("Executive")








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