0000950123-10-105385 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2010 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • Pennsylvania

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”).

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CODORUS VALLEY BANCORP, INC. and WELLS FARGO BANK, N.A. Rights Agent Rights Agreement Dated as of November 4, 2005
Rights Agreement • November 15th, 2010 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • Pennsylvania

THIS RIGHTS AGREEMENT (the “Agreement”) is dated as of November 4, 2005, and is between Codorus Valley Bancorp, Inc., a Pennsylvania corporation (the “Company”), and Wells Fargo Bank, N.A. (the “Rights Agent”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 15th, 2010 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • Pennsylvania

AGREEMENT made as of December 27, 2005 by and among CODORUS VALLEY BANCORP, INC., a Pennsylvania business corporation, (hereinafter referred to as the “Corporation”), PEOPLESBANK, a Codorus Valley Company, a Pennsylvania state charted bank (hereinafter referred to as the “Bank”) and JANN A. WEAVER, an individual residing at 417 Chumleigh Road, Baltimore, Maryland (hereinafter referred to as “Executive”).

CODORUS VALLEY BANCORP, INC. LONG TERM NURSING CARE AGREEMENT
Agreement • November 15th, 2010 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • Pennsylvania

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

CODORUS VALLEY BANCORP, INC. CHANGE IN CONTROL AND SUPPLEMENTAL BENEFIT TRUST AGREEMENT
Codorus Valley Bancorp Inc • November 15th, 2010 • Savings institution, federally chartered

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

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 15th, 2010 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • Pennsylvania

AMENDMENT, dated as of January 9, 2009 (this “Amendment”), to the Rights Agreement, dated as of November 4, 2005, as amended (the “Rights Agreement”), between Codorus Valley Bancorp, Inc., a Pennsylvania corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association (the “Rights Agent”).

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