CHANGE OF CONTROL AGREEMENT

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                                 Exhibit 10.7

                         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 JANN A. WEAVER, an
individual residing at 417 Chumleigh Road, Baltimore, Maryland (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 Treasurer/Chief Financial Officer
of the Corporation and as Executive Vice President/Chief Financial Officer 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


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          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:


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               (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

               (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


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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
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 one
     (1) year, 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


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          (B) For a period of one (1) year, 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 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.

          1.3 OTHER BENEFITS. The payments provided by this ARTICLE I shall not
affect Executive's rights to receive any payments or benefits to which Executive
may be or become entitled under any other existing or future agreement or
arrangement of the Corporation, the Bank or any successor of either with the
Executive, or under any existing or future benefit plan or arrangement of the
Corporation, the Bank or any successor in which Executive is or becomes a
participant, or under which Executive has or obtains rights, including without
limitation, any qualified or nonqualified deferred compensation or retirement
plans or programs or any outstanding stock options or similar agreements. Any
such rights of Executive shall be determined in accordance with the terms and
conditions of the applicable agreement, arrangement or plan and applicable law,
provided, however, that Executive shall not be entitled to any severance
payments in addition to those provided hereunder.

          1.4 WITHHOLDING FOR TAXES. All payments required to be made under this
Agreement will be made in accordance with the Corporation's or other payor's
normal payroll schedule except to the extent the Executive elects to receive
payments in a lump sum as permitted


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by Sec