On December 27, 2021, J. Abbott R. Cooper sent a letter to Cynthia Dotzel. In the letter, J. Abbott R. Cooper stated that in receipt of a letter dated December 22, 2021 from Lawrence Elbaum of Vinson & Elkins, it appears that the board of directors of Codorus Valley Bancorp, Inc. has hired Lawrence Elbaum, his colleague Patrick Gadson and their law firm Vinson & Elkins, to defend the Board and the Company against Driver Opportunity Partners I LP. J. Abbott R. Cooper added that Driver Management has been extremely critical of what it views is the Board's long-standing practice of abandoning its responsibility to act in the best interests of the Company and its shareholders in favor of indulging the Company's former CEO Larry Miller.

J. Abbott R. Cooper stated that Lawrence Elbaum and the rest of the Board might want to consider if your time (and shareholders' interests) is better served by quickly taking affirmative steps to increase shareholder value rather than gearing up for a potentially long, costly and distracting confrontation with one of the Company's shareholders.