EXHIBIT 10.2

                     CHANGE OF CONTROL AGREEMENT - J. WEAVER



THIS CHANGE OF CONTROL AGREEMENT (hereinafter "Agreement") is made as of the 1st

day of October, 1997, between PeoplesBank, A Codorus Valley Company, a

Pennsylvania banking institution (the "Bank"), Codorus Valley Bancorp, Inc., a

Pennsylvania business corporation (the "Corporation") and Jann A. Weaver, an

adult individual (the "Executive").



WHEREAS, the Corporation employs the Executive as its Assistant Secretary and

Assistant Treasurer, and the Bank employs the Executive as its Senior Vice

President and Chief Financial Officer; and



WHEREAS, the Executive has provided valued service to the Corporation and the

Bank in the past; and



WHEREAS, in recognition of the valued past and present service of the Executive,

the Bank and the Corporation desire to provide incentive for continued valued

service and grants to the Executive the benefits set forth herein upon the

occurrence of a Change of Control (as defined herein); and



WHEREAS, the purpose of this Agreement is to define certain severance benefits

that will be paid by the Bank and the Corporation in the event of a Change of

Control (as defined herein). This Agreement is not intended to affect the terms

of the Executive's employment at will, in the absence of a Change of Control (as

defined herein) of the Bank and the Corporation. Accordingly, although this

Agreement will take effect upon Executive as a binding legal obligation of the

Bank and the Corporation, it will become operative only upon a Change in

Control, as that concept is defined below.



NOW THEREFORE, in consideration of the Executive's service to the Corporation

and the Bank and of the mutual covenants, undertakings and agreements set forth

herein and intending to be legally bound hereby, the parties agree as follows:



     1. TERM The initial term of this Agreement shall be deemed to have

commenced on October 1, 1997, such that the initial term shall continue for a

period of fifteen (15) months until December 31, 1998. Each term thereafter

shall consist of a twelve (12) month period which shall begin on January 1, of

each year. On the initial renewal date of January 1, 1999, and on each

subsequent renewal date, this Agreement shall be automatically renewed for an

additional twelve (12) month term, unless the Corporation and/or the Bank

provide the Executive with written notice of non-renewal at least sixty (60)

days prior to any such renewal date. For example: (1) if the Corporation and/or

the Bank do not provide written notice of non-renewal at least sixty (60) days

prior to January 1, 1999, the Agreement will automatically renew for an

additional twelve (12) month period terminating on December 31, 1999; or (2) If

the Corporation and/or the Bank provide written notice of non-renewal on

November 1, 1998, which is at least sixty (60) days prior to January 1, 1999,

the Agreement will terminate on December 31, 1998.



     2. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the

term "Change of Control" shall mean: A change in control of a nature that would

be required to be reported in response to Item 6(e) of Schedule 14A of

Regulation 14A and any successor rule or regulation promulgated under the

Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without

limitation, such a change in control shall be deemed to have occurred if (a) any

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