STOCK OPTION AGREEMENT

Stock Option Agreement

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This Stock Option Agreement involves

CODORUS VALLEY BANCORP INC

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Title: STOCK OPTION AGREEMENT
Date: 12/15/2008
Industry: Regional Banks Sector: Financial

CODORUS VALLEY BANCORP

[PLAN NAME]

STOCK OPTION AGREEMENT

The Grantee identified below has been granted an Award under the Stock Options provisions of the [Plan Name] of Codorus Valley Bancorp (the “Plan”). The purpose of this Agreement is to communicate to the Grantee the specific terms of that Award, to serve as evidence of the Plan rights that have been awarded, and to obtain the Grantee’s acknowledgment of the Award and agreement to be bound by the Plan’s provisions. This Agreement is to be interpreted and applied in conjunction with the provisions of the Plan which is incorporated by reference herein.

I.	Name of Grantee:	_____________________________
II.	Date of Grant:	_____________________________
III.	Total Number of Shares Covered by Stock Option Award:	_____________________________
	A. Number of Above Total Granted as Incentive Stock Options (ISOs):

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