CHANGE OF CONTROL AGREEMENT

<PAGE>
                                  Exhibit 10.6

                           CHANGE OF CONTROL AGREEMENT

          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 HARRY R. SWIFT, an
individual residing at 170 Sharon Drive, York, Pennsylvania (hereinafter
referred to as "Executive").

                                   WITNESSETH:

          WHEREAS, the Corporation, the Bank and Executive entered into a Change
of Control Agreement dated as of October 1, 1997 (the "1997 Agreement"),
regarding, among other things, certain payments which may be due Executive upon
termination following a Change of Control; and

          WHEREAS, Executive is now serving as Vice President, Secretary and
General Counsel of the Corporation and as Executive Vice President, Chief
Operating Officer, Cashier and General Counsel of the Bank, a wholly-owned
subsidiary of the Corporation; and

          WHEREAS, the Corporation and the Bank consider the continued services
of Executive to be in the best interests of the Corporation and the Bank; and


                                      -41-

<PAGE>

          WHEREAS, the Corporation, the Bank and Executive desire to enter into
this Agreement whereby the Corporation agrees to make certain payments to
Executive upon termination under specific conditions, in order to induce
Executive to continue in employment, and concurrently herewith, to terminate the
1997 Agreement, all as hereinafter set forth

          NOW, THEREFORE, in consideration of the continued employment of
Executive and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, intending to be legally bound hereby,
Executive, the Corporation and the Bank agree as follows:

                                    ARTICLE I

                   TERMINATION PURSUANT TO A CHANGE OF CONTROL

          1.1 DEFINITION: TERMINATION PURSUANT TO A CHANGE OF CONTROL. Any of
the following events occurring during the period commencing with the date of any
"Change of Control" (as defined in ARTICLE II hereof) and ending on the second
(2nd) anniversary of the date of the Change of Control, shall constitute a
"Termination Pursuant to a Change of Control":

          (A) Executive's employment is terminated by the Corporation, the Bank
     or an acquiror or successor of either without "Good Cause" (as defined
     below); or

          (B) Any of the following events occurs and Executive thereafter
     terminates Executive's employment:

                    (i) any reduction in Executive's responsibilities, including
          reporting responsibilities, or authority, including such
          responsibilities or authorities as may be increased from time to time;
          or


                                      -42-

<PAGE>

                    (ii) the assignment to Executive of duties inconsistent with
          Executive's title or office, as the same may be increased from time to
          time; or

                    (iii) any reassignment of Executive to a principal place of
          employment which is more than twenty-five (25) miles form Executive's
          principal place of employment immediately prior to the Change of
          Control; or

                    (iv) any reduction in Executive's annual base salary as the
          same may be increased from time to time; or

                    (v) any failure to provide Executive with benefits at least
          as favorable as those enjoyed by Executive under Corporation's or
          Bank's retirement or pension, life insurance, medical, health and
          accident, disability or other employee or incentive compensation plans
          in which Executive participated 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; or

                    (vi) any requirement that Executive travel in performance of
          his duties on behalf of Corporation or Bank for a significantly
          greater period of time during any year than was required of Executive
          during the year preceding the year in which the Change of Control
          occurred; or

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

          For purposes of this Section 1.1, "Good Cause" shall mean (i) the
willful failure by the Executive to substantially perform his duties as an
officer of the Corporation or Bank after 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
willful engaging by the Executive in misconduct injurious to the Corporation or
Bank, or (iii) the dishonesty or gross


                                      -43-

<PAGE>

negligence of the Executive in the performance of his duties, or (iv) the breach
of Executive's fiduciary duty involving personal profit, or (v) 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 (vi) moral turpitude or
other conduct on the part of the Executive which brings public discredit to the
Corporation or Bank. The burden of establishing the validity of any termination
for Good Cause shall rest upon the Corporation or the Bank.

          1.2 COMPENSATION UPON TERMINATION PURSUANT TO A CHANGE OF CONTROL. If
Executive's employment is terminated and such termination is a Termination
Pursuant to a Change of Control (as defined in Section 1.1), the Executive shall
be entitled to receive the following:

          (A) Executive's compensation shall be continued for a period of two
     and one-half (2 1/2) years, commencing as of the Termination Pursuant to
     the Change of Control. For purposes of this Section 1.2, compensation shall
     mean (i) the highest of Executive's annualized base salary at the time of
     or during one of the three calendar years immediately preceding the
     Termination Pursuant to a Change of Control, plus (ii) the highest bonus
     earned by Executive with respect to one of the three calendar years
     immediately preceding the date of the Termination Pursuant to a Change of
     Control. Notwithstanding the provisions of the preceding sentence,
     Executive, at his/her option, may choose to receive, within thirty (30)
     days after termination of Executive's employment, a lump sum equal to the
     present value of the amount otherwise payable hereunder, determined by
     using the short-term applicable federal rate under Section 1274 of the
     Internal Revenue Code of 1986, as amended, in effect on the date of
     termination of employment; and

          (B) For a period of two and one-half (2 1/2) years, commencing as of
     the Termination Pursuant to the Change of Control, 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


                                      -44-

<PAGE>

     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.

          (C) In the event that the total of all amounts and benefits payable
     hereunder to Executive upon a Termination Pursuant to a Change of Control,
     together with any other amounts and benefits which Executive has a right to
     receive from the Corporation, the Bank, any of the other subsidiaries of
     the Corporation, or any successors of any of the foregoing, are such that
     Executive 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 Executive such additional amount or amounts as will