Form of Guarantee Agreement

                                                                                        Exhibit
    4.4

    _________________________________________________

    


    


    


    


    GUARANTEE
      AGREEMENT

    


    by
      and between

    


    COMMUNITY
      BANKS, INC.

    


    and

    


    WILMINGTON
      TRUST COMPANY

    


    Dated
      as of March 9, 2007

    


    


    


    _________________________________________________

    



    
      
        
          


           

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    GUARANTEE
      AGREEMENT

     

    This
      GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 9, 2007, is
      executed and delivered by Community Banks, Inc., a Pennsylvania corporation
      (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation,
      as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined
      herein) from time to time of the Capital Securities (as defined herein) of
      CMTY
      Capital Statutory Trust V, a Delaware statutory trust (the
“Issuer”).

     

    WHEREAS,
      pursuant to an Amended and Restated Declaration of Trust (the “Declaration”),
      dated as of the date hereof among Wilmington Trust Company, not in its
      individual capacity but solely as institutional trustee, the administrators
      of
      the Issuer named therein, the Guarantor, as sponsor, and the holders from time
      to time of undivided beneficial interests in the assets of the Issuer, the
      Issuer is issuing on the date hereof those undivided beneficial interests,
      having an aggregate liquidation amount of $20,000,000.00 (the “Capital
      Securities”); and

     

    WHEREAS,
      as incentive for the Holders to purchase the Capital Securities, the Guarantor
      desires irrevocably and unconditionally to agree, to the extent set forth in
      this Guarantee, to pay to the Holders of Capital Securities the Guarantee
      Payments (as defined herein) and to make certain other payments on the terms
      and
      conditions set forth herein; 

     

    NOW,
      THEREFORE, in consideration of the purchase by each Holder of the Capital
      Securities, which purchase the Guarantor hereby agrees shall benefit the
      Guarantor, the Guarantor executes and delivers this Guarantee for the benefit
      of
      the Holders.

     

    ARTICLE
      I  

     

    


     

    DEFINITIONS
      AND INTERPRETATION

     

    Section
      1.1.  Definitions
      and Interpretation.  

     

    In
      this Guarantee, unless the context otherwise requires:

     

    (a)  capitalized
      terms used in this Guarantee but not defined in the preamble above have the
      respective meanings assigned to them in this Section 1.1;

     

    (b)  a
      term defined anywhere in this Guarantee has the same meaning
      throughout;

     

    (c)  all
      references to “the Guarantee” or “this Guarantee” are to this Guarantee as
      modified, supplemented or amended from time to time;

     

    (d)  all
      references in this Guarantee to “Articles” or “Sections” are to Articles or
      Sections of this Guarantee, unless otherwise specified;

     

    (e)  terms
      defined in the Declaration as at the date of execution of this Guarantee have
      the same meanings when used in this Guarantee, unless otherwise defined in
      this
      Guarantee or unless the context otherwise requires; and

     

    (f)  a
      reference to the singular includes the plural and vice versa.

     

    “Affiliate”
      has the same meaning as given to that term in Rule 405 of the Securities
      Act of 1933, as amended, or any successor rule thereunder.

     

    “Beneficiaries”
      means any Person to whom the Issuer is or hereafter becomes indebted or
      liable.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Capital
      Securities”
      has the meaning set forth in the recitals to this Guarantee.

     

    “Common
      Securities”
      means the common securities issued by the Issuer to the Guarantor pursuant
      to
      the Declaration.

     

    “Corporate
      Trust Office”
      means the office of the Guarantee Trustee at which the corporate trust business
      of the Guarantee Trustee shall, at any particular time, be principally
      administered, which office at the date of execution of this Guarantee is located
      at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
      19890-1600, Attention: Corporate Trust Administration.

     

    “Covered
      Person”
      means any Holder of Capital Securities.

     

    “Debentures”
      means the debt securities of the Guarantor designated the Fixed/Floating Rate
      Junior Subordinated Deferrable Interest Debentures due 2037 held by the
      Institutional Trustee (as defined in the Declaration) of the
      Issuer.

     

    “Declaration
      Event of Default”
      means an “Event of Default” as defined in the Declaration.

     

    “Event
      of Default”
      has the meaning set forth in Section 2.4(a).

     

    “Guarantee
      Payments”
      means the following payments or distributions, without duplication, with respect
      to the Capital Securities, to the extent not paid or made by the Issuer:
      (i) any accrued and unpaid Distributions (as defined in the
      Declaration) which are required to be paid on such Capital Securities to
      the extent the Issuer shall have funds available therefor, (ii) the
      Redemption Price to the extent the Issuer has funds available therefor, with
      respect to any Capital Securities called for redemption by the Issuer,
      (iii) the Special Redemption Price to the extent the Issuer has funds
      available therefor, with respect to Capital Securities redeemed upon the
      occurrence of a Special Event, and (iv) upon a voluntary or involuntary
      liquidation, dissolution, winding-up or termination of the Issuer (other than
      in
      connection with the distribution of Debentures to the Holders of the Capital
      Securities in exchange therefor as provided in the Declaration), the lesser
      of
      (a) the aggregate of the liquidation amount and all accrued and unpaid
      Distributions on the Capital Securities to the date of payment, to the extent
      the Issuer shall have funds available therefor, and (b) the amount of
      assets of the Issuer remaining available for distribution to Holders in
      liquidation of the Issuer (in either case, the “Liquidation
      Distribution”).

     

    “Guarantee
      Trustee”
      means Wilmington Trust Company, until a Successor Guarantee Trustee has been
      appointed and has accepted such appointment pursuant to the terms of this
      Guarantee and thereafter means each such Successor Guarantee
      Trustee.

     

    “Guarantor”
      means Community Banks, Inc. and each of its successors and
      assigns.

     

    “Holder”
      means any holder, as registered on the books and records of the Issuer, of
      any
      Capital Securities; provided,
      however,
      that, in determining whether the Holders of the requisite percentage of Capital
      Securities have given any request, notice, consent or waiver hereunder, “Holder”
shall not include the Guarantor or any Affiliate of the Guarantor.

     

    “Indemnified
      Person”
      means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any
      officers, directors, shareholders, members, partners, employees,
      representatives, nominees, custodians or agents of the Guarantee
      Trustee.

     

    “Indenture”
      means the Indenture dated as of the date hereof between the Guarantor and
      Wilmington Trust Company, not in its individual capacity but solely as trustee,
      and any indenture supplemental thereto pursuant to which the Debentures are
      to
      be issued to the institutional trustee of the Issuer.

     

    
      
         

      

      
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    “Issuer”
      has the meaning set forth in the opening paragraph to this
      Guarantee.

     

    “Liquidation
      Distribution”
      has the meaning set forth in the definition of “Guarantee Payments”
herein.

     

    “Majority
      in liquidation amount of the Capital Securities”
      means Holder(s) of outstanding Capital Securities, voting together as a class,
      but separately from the holders of Common Securities, of more than 50% of the
      aggregate liquidation amount (including the stated amount that would be paid
      on
      redemption, liquidation or otherwise, plus accrued and unpaid Distributions
      to
      the date upon which the voting percentages are determined) of all Capital
      Securities then outstanding.

     

    “Obligations”
      means any costs, expenses or liabilities (but not including liabilities related
      to taxes) of the Issuer other than obligations of the Issuer to pay to holders
      of any Trust Securities the amounts due such holders pursuant to the terms
      of
      the Trust Securities.

     

    “Officer’s
      Certificate”
      means, with respect to any Person, a certificate signed by one Authorized
      Officer of such Person. Any Officer’s Certificate delivered with respect to
      compliance with a condition or covenant provided for in this Guarantee shall
      include:

     

    (a)  a
      statement that the officer signing the Officer’s Certificate has read the
      covenant or condition and the definitions relating thereto;

     

    (b)  a
      brief statement of the nature and scope of the examination or investigation
      undertaken by the officer in rendering the Officer’s Certificate;

     

    (c)  a
      statement that the officer has made such examination or investigation as, in
      such officer’s opinion, is necessary to enable such officer to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

     

    (d)  a
      statement as to whether, in the opinion of the officer, such condition or
      covenant has been complied with.

     

    “Person”
      means a legal person, including any individual, corporation, estate,
      partnership, joint venture, association, joint stock company, limited liability
      company, trust, unincorporated association, or government or any agency or
      political subdivision thereof, or any other entity of whatever
      nature.

     

    “Redemption
      Price”
      has the meaning set forth in the Indenture.

     

    “Responsible
      Officer”
      means, with respect to the Guarantee Trustee, any officer within the Corporate
      Trust Office of the Guarantee Trustee including any Vice President, Assistant
      Vice President, Secretary, Assistant Secretary or any other officer of the
      Guarantee Trustee customarily performing functions similar to those performed
      by
      any of the above designated officers and also, with respect to a particular
      corporate trust matter, any other officer to whom such matter is referred
      because of that officer’s knowledge of and familiarity with the particular
      subject.

     

    “Special
      Event”
      has the meaning set forth in the Indenture.

     

    “Special
      Redemption Price”
      has the meaning set forth in the Indenture.

     

    
      
         

      

      
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    “Successor
      Guarantee Trustee”
      means a successor Guarantee Trustee possessing the qualifications to act as
      Guarantee Trustee under Section 3.1.

     

    “Trust
      Securities”
      means the Common Securities and the Capital Securities.

     

    ARTICLE
      II  

     

    POWERS,
      DUTIES AND RIGHTS OF

     

    GUARANTEE
      TRUSTEE

     

    Section
      2.1.  Powers
      and Duties of the Guarantee Trustee.

     

    (a)  This
      Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders
      of the Capital Securities, and the Guarantee Trustee shall not transfer this
      Guarantee to any Person except a Holder of Capital Securities exercising his
      or
      her rights pursuant to Section 4.4(b) or to a Successor Guarantee Trustee on
      acceptance by such Successor Guarantee Trustee of its appointment to act as
      Successor Guarantee Trustee. The right, title and interest of the Guarantee
      Trustee shall automatically vest in any Successor Guarantee Trustee, and such
      vesting and cessation of title shall be effective whether or not conveyancing
      documents have been executed and delivered pursuant to the appointment of such
      Successor Guarantee Trustee.

     

    (b)  If
      an Event of Default actually known to a Responsible Officer of the Guarantee
      Trustee has occurred and is continuing, the Guarantee Trustee shall enforce
      this
      Guarantee for the benefit of the Holders of the Capital Securities.

     

    (c)  The
      Guarantee Trustee, before the occurrence of any Event of Default and after
      curing all Events of Default that may have occurred, shall undertake to perform
      only such duties as are specifically set forth in this Guarantee, and no implied
      covenants shall be read into this Guarantee against the Guarantee Trustee.
      In
      case an Event of Default has occurred (that has not been waived pursuant to
      Section 2.4) and is actually known to a Responsible Officer of the
      Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights
      and
      powers vested in it by this Guarantee, and use the same degree of care and
      skill
      in its exercise thereof, as a prudent person would exercise or use under the
      circumstances in the conduct of his or her own affairs.

     

    (d)  No
      provision of this Guarantee shall be construed to relieve the Guarantee Trustee
      from liability for its own negligent action, its own negligent failure to act,
      or its own willful misconduct, except that:

     

    (i)  prior
      to the occurrence of any Event of Default and after the curing or waiving of
      all
      such Events of Default that may have occurred:

     

    (A)  the
      duties and obligations of the Guarantee Trustee shall be determined solely by
      the express provisions of this Guarantee, and the Guarantee Trustee shall not
      be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Guarantee, and no implied covenants or
      obligations shall be read into this Guarantee against the Guarantee Trustee;
      and

     

    (B)  in
      the absence of bad faith on the part of the Guarantee Trustee, the Guarantee
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Guarantee Trustee and conforming to the requirements of this
      Guarantee; but in the 

     

    
      
         

      

      
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case
        of any such certificates or opinions that by any provision hereof are
        specifically required to be furnished to the Guarantee Trustee, the Guarantee
        Trustee shall be under a duty to examine the same to determine whether or
        not
        they conform to the requirements of this Guarantee;

    

     

    (ii)  the
      Guarantee Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer of the Guarantee Trustee, unless it shall be
      proved that such Responsible Officer of the Guarantee Trustee or the Guarantee
      Trustee was negligent in ascertaining the pertinent facts upon which such
      judgment was made;

     

    (iii)  the
      Guarantee Trustee shall not be liable with respect to any action taken or
      omitted to be taken by it in good faith in accordance with the written direction
      of the Holders of not less than a Majority in liquidation amount of the Capital
      Securities relating to the time, method and place of conducting any proceeding
      for any remedy available to the Guarantee Trustee, or relating to the exercise
      of any trust or power conferred upon the Guarantee Trustee under this Guarantee;
      and

     

    (iv)  no
      provision of this Guarantee shall require the Guarantee Trustee to expend or
      risk its own funds or otherwise incur personal financial liability in the
      performance of any of its duties or in the exercise of any of its rights or
      powers, if the Guarantee Trustee shall have reasonable grounds for believing
      that the repayment of such funds is not reasonably assured to it under the
      terms
      of this Guarantee or security and indemnity, reasonably satisfactory to the
      Guarantee Trustee, against such risk or liability is not reasonably assured
      to
      it.

     

    Section
      2.2.  Certain
      Rights of Guarantee Trustee.

     

    (a)  Subject
      to the provisions of Section 2.1:

     

    (i)  The
      Guarantee Trustee may conclusively rely, and shall be fully protected in acting
      or refraining from acting upon, any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order, bond,
      debenture, note, other evidence of indebtedness or other paper or document
      believed by it to be genuine and to have been signed, sent or presented by
      the
      proper party or parties.

     

    (ii)  Any
      direction or act of the Guarantor contemplated by this Guarantee shall be
      sufficiently evidenced by an Officer’s Certificate.

     

    (iii)  Whenever,
      in the administration of this Guarantee, the Guarantee Trustee shall deem it
      desirable that a matter be proved or established before taking, suffering or
      omitting any action hereunder, the Guarantee Trustee (unless other evidence
      is
      herein specifically prescribed) may, in the absence of bad faith on its part,
      request and conclusively rely upon an Officer’s Certificate of the Guarantor
      which, upon receipt of such request, shall be promptly delivered by the
      Guarantor.

     

    (iv)  The
      Guarantee Trustee shall have no duty to see to any recording, filing or
      registration of any instrument (or any re-recording, refiling or re-registration
      thereof).

     

    (v)  The
      Guarantee Trustee may consult with counsel of its selection, and the advice
      or
      opinion of such counsel with respect to legal matters shall be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in accordance with such advice or opinion.
      Such counsel may be counsel to the Guarantor or any 

     

    
      
         

      

      
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of
        its Affiliates and may include any of its employees. The Guarantee Trustee
        shall
        have the right at any time to seek instructions concerning the administration
        of
        this Guarantee from any court of competent jurisdiction.

    

     

    (vi)  The
      Guarantee Trustee shall be under no obligation to exercise any of the rights
      or
      powers vested in it by this Guarantee at the request or direction of any Holder,
      unless such Holder shall have provided to the Guarantee Trustee such security
      and indemnity, reasonably satisfactory to the Guarantee Trustee, against the
      costs, expenses (including attorneys’ fees and expenses and the expenses of the
      Guarantee Trustee’s agents, nominees or custodians) and liabilities that might
      be incurred by it in complying with such request or direction, including such
      reasonable advances as may be requested by the Guarantee Trustee; provided,
      however,
      that nothing contained in this Section 2.2(a)(vi) shall relieve the Guarantee
      Trustee, upon the occurrence of an Event of Default, of its obligation to
      exercise the rights and powers vested in it by this Guarantee.

     

    (vii)  The
      Guarantee Trustee shall not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, bond, debenture, note,
      other
      evidence of indebtedness or other paper or document, but the Guarantee Trustee,
      in its discretion, may make such further inquiry or investigation into such
      facts or matters as it may see fit.

     

    (viii)  The
      Guarantee Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents, nominees,
      custodians or attorneys, and the Guarantee Trustee shall not be responsible
      for
      any misconduct or negligence on the part of any agent or attorney appointed
      with
      due care by it hereunder.

     

    (ix)  Any
      action taken by the Guarantee Trustee or its agents hereunder shall bind the
      Holders of the Capital Securities, and the signature of the Guarantee Trustee
      or
      its agents alone shall be sufficient and effective to perform any such action.
      No third party shall be required to inquire as to the authority of the Guarantee
      Trustee to so act or as to its compliance with any of the terms and provisions
      of this Guarantee, both of which shall be conclusively evidenced by the
      Guarantee Trustee’s or its agent’s taking such action.

     

    (x)  Whenever
      in the administration of this Guarantee the Guarantee Trustee shall deem it
      desirable to receive instructions with respect to enforcing any remedy or right
      or taking any other action hereunder, the Guarantee Trustee (i) may request
      instructions from the Holders of a Majority in liquidation amount of the Capital
      Securities, (ii) may refrain from enforcing such remedy or right or taking
      such other action until such instructions are received, and (iii) shall be
      protected in conclusively relying on or acting in accordance with such
      instructions.

     

    (xi)  The
      Guarantee Trustee shall not be liable for any action taken, suffered, or omitted
      to be taken by it in good faith, without negligence, and reasonably believed
      by
      it to be authorized or within the discretion or rights or powers conferred
      upon
      it by this Guarantee.

     

    (b)  No
      provision of this Guarantee shall be deemed to impose any duty or obligation
      on
      the Guarantee Trustee to perform any act or acts or exercise any right, power,
      duty or obligation conferred or imposed on it, in any jurisdiction in which
      it
      shall be illegal or in which the Guarantee Trustee shall be unqualified or
      incompetent in accordance with applicable law to perform any such act or acts
      or
      to exercise any such right, power, duty or obligation. No permissive power
      or
      authority available to the Guarantee Trustee shall be construed to be a
      duty.

     

    
      
         

      

      
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    Section
      2.3.  Not
      Responsible for Recitals or Issuance of Guarantee.  

     

    The
      recitals contained in this Guarantee shall be taken as the statements of the
      Guarantor, and the Guarantee Trustee does not assume any responsibility for
      their correctness. The Guarantee Trustee makes no representation as to the
      validity or sufficiency of this Guarantee.

     

    Section
      2.4.  Events
      of Default; Waiver.

     

    (a)  An
      Event of Default under this Guarantee will occur upon the failure of the
      Guarantor to perform any of its payment or other obligations
      hereunder.

     

    (b)  The
      Holders of a Majority in liquidation amount of the Capital Securities may,
      voting or consenting as a class, on behalf of the Holders of all of the Capital
      Securities, waive any past Event of Default and its consequences. Upon such
      waiver, any such Event of Default shall cease to exist, and shall be deemed
      to
      have been cured, for every purpose of this Guarantee, but no such waiver shall
      extend to any subsequent or other default or Event of Default or impair any
      right consequent thereon.

     

    Section
      2.5.  Events
      of Default; Notice.

     

    (a)  The
      Guarantee Trustee shall, within 90 days after the occurrence of an Event of
      Default, transmit by mail, first class postage prepaid, to the Holders of the
      Capital Securities and the Guarantor, notices of all Events of Default actually
      known to a Responsible Officer of the Guarantee Trustee, unless such defaults
      have been cured before the giving of such notice, provided,
      however,
      that the Guarantee Trustee shall be protected in withholding such notice if
      and
      so long as a Responsible Officer of the Guarantee Trustee in good faith
      determines that the withholding of such notice is in the interests of the
      Holders of the Capital Securities.

     

    (b)  The
      Guarantee Trustee shall not be deemed to have knowledge of any Event of Default
      unless the Guarantee Trustee shall have received written notice from the
      Guarantor or a Holder of the Capital Securities (except in the case of a payment
      default), or a Responsible Officer of the Guarantee Trustee charged with the
      administration of this Guarantee shall have obtained actual knowledge
      thereof.

     

    ARTICLE
      III  

     

    GUARANTEE
      TRUSTEE

     

    Section
      3.1.  Guarantee
      Trustee; Eligibility.

     

    (a)  There
      shall at all times be a Guarantee Trustee which shall:

     

    (i)  not
      be an Affiliate of the Guarantor, and

     

    (ii)  be
      a corporation organized and doing business under the laws of the United States
      of America or any State or Territory thereof or of the District of Columbia,
      or
      Person authorized under such laws to exercise corporate trust powers, having
      a
      combined capital and surplus of at least 50 million U.S. dollars
      ($50,000,000), and subject to supervision or examination by Federal, State,
      Territorial or District of Columbia authority. If such corporation publishes
      reports of condition at least annually, pursuant to law or to the requirements
      of the supervising or examining authority referred to above, then, for the
      purposes of this Section 3.1(a)(ii), the combined capital and surplus of such
      corporation shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published.

     

    
      
         

      

      
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    (b)  If
      at any time the Guarantee Trustee shall cease to be eligible to so act under
      Section 3.1(a), the Guarantee Trustee shall immediately resign in the
      manner and with the effect set out in Section 3.2(c).

     

    (c)  If
      the Guarantee Trustee has or shall acquire any “conflicting interest” within the
      meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee
      shall either eliminate such interest or resign to the extent and in the manner
      provided by, and subject to this Guarantee.

     

    Section
      3.2.  Appointment,
      Removal and Resignation of Guarantee Trustee.

     

    (a)  Subject
      to Section 3.2(b), the Guarantee Trustee may be appointed or removed without
      cause at any time by the Guarantor except during an Event of
      Default.

     

    (b)  The
      Guarantee Trustee shall not be removed in accordance with Section 3.2(a) until
      a
      Successor Guarantee Trustee has been appointed and has accepted such appointment
      by written instrument executed by such Successor Guarantee Trustee and delivered
      to the Guarantor.

     

    (c)  The
      Guarantee Trustee appointed to office shall hold office until a Successor
      Guarantee Trustee shall have been appointed or until its removal or resignation.
      The Guarantee Trustee may resign from office (without need for prior or
      subsequent accounting) by an instrument in writing executed by the Guarantee
      Trustee and delivered to the Guarantor, which resignation shall not take effect
      until a Successor Guarantee Trustee has been appointed and has accepted such
      appointment by an instrument in writing executed by such Successor Guarantee
      Trustee and delivered to the Guarantor and the resigning Guarantee
      Trustee.

     

    (d)  If
      no Successor Guarantee Trustee shall have been appointed and accepted
      appointment as provided in this Section 3.2 within 60 days after
      delivery of an instrument of removal or resignation, the Guarantee Trustee
      resigning or being removed may petition any court of competent jurisdiction
      for
      appointment of a Successor Guarantee Trustee. Such court may thereupon, after
      prescribing such notice, if any, as it may deem proper, appoint a Successor
      Guarantee Trustee.

     

    (e)  No
      Guarantee Trustee shall be liable for the acts or omissions to act of any
      Successor Guarantee Trustee.

     

    (f)  Upon
      termination of this Guarantee or removal or resignation of the Guarantee Trustee
      pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee
      all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3
      accrued to the date of such termination, removal or resignation.

     

    
      
         

      

      
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    ARTICLE
      IV  

     

    GUARANTEE

     

    Section
      4.1.  Guarantee.

     

    (a)  The
      Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
      the Guarantee Payments (without duplication of amounts theretofore paid by
      the
      Issuer), as and when due, regardless of any defense (except the defense of
      payment by the Issuer), right of set-off or counterclaim that the Issuer may
      have or assert. The Guarantor’s obligation to make a Guarantee Payment may be
      satisfied by direct payment of the required amounts by the Guarantor to the
      Holders or by causing the Issuer to pay such amounts to the
      Holders.

     

    (b)  The
      Guarantor hereby also agrees to assume any and all Obligations of the Issuer
      and
      in the event any such Obligation is not so assumed, subject to the terms and
      conditions hereof, the Guarantor hereby irrevocably and unconditionally
      guarantees to each Beneficiary the full payment, when and as due, of any and
      all
      Obligations to such Beneficiaries. This Guarantee is intended to be for the
      benefit of, and to be enforceable by, all such Beneficiaries, whether or not
      such Beneficiaries have received notice hereof.

     

    Section
      4.2.  Waiver
      of Notice and Demand.  

     

    The
      Guarantor hereby waives notice of acceptance of this Guarantee and of any
      liability to which it applies or may apply, presentment, demand for payment,
      any
      right to require a proceeding first against the Issuer or any other Person
      before proceeding against the Guarantor, protest, notice of nonpayment, notice
      of dishonor, notice of redemption and all other notices and
      demands.

     

    Section
      4.3.  Obligations
      Not Affected.  

     

    The
      obligations, covenants, agreements and duties of the Guarantor under this
      Guarantee shall in no way be affected or impaired by reason of the happening
      from time to time of any of the following:

     

    (a)  the
      release or waiver, by operation of law or otherwise, of the performance or
      observance by the Issuer of any express or implied agreement, covenant, term
      or
      condition relating to the Capital Securities to be performed or observed by
      the
      Issuer;

     

    (b)  the
      extension of time for the payment by the Issuer of all or any portion of the
      Distributions, Redemption Price, Special Redemption Price, Liquidation
      Distribution or any other sums payable under the terms of the Capital Securities
      or the extension of time for the performance of any other obligation under,
      arising out of or in connection with, the Capital Securities (other than an
      extension of time for payment of Distributions, Redemption Price, Special
      Redemption Price, Liquidation Distribution or other sum payable that results
      from the extension of any interest payment period on the Debentures or any
      extension of the maturity date of the Debentures permitted by the
      Indenture);

     

    (c)  any
      failure, omission, delay or lack of diligence on the part of the Holders to
      enforce, assert or exercise any right, privilege, power or remedy conferred
      on
      the Holders pursuant to the terms of the Capital Securities, or any action
      on
      the part of the Issuer granting indulgence or extension of any
      kind;

     

    (d)  the
      voluntary or involuntary liquidation, dissolution, sale of any collateral,
      receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
      reorganization, arrangement, composition or readjustment of debt of, or other
      similar proceedings affecting, the Issuer or any of the assets of the
      Issuer;

     

    
      
         

      

      
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    (e)  any
      invalidity of, or defect or deficiency in, the Capital Securities;

     

    (f)  the
      settlement or compromise of any obligation guaranteed hereby or hereby incurred;
      or

     

    (g)  any
      other circumstance whatsoever that might otherwise constitute a legal or
      equitable discharge or defense of a guarantor, it being the intent of this
      Section 4.3 that the obligations of the Guarantor hereunder shall be
      absolute and unconditional under any and all circumstances.

     

    There
      shall be no obligation of the Holders to give notice to, or obtain consent
      of,
      the Guarantor with respect to the happening of any of the
      foregoing.

     

    Section
      4.4.  Rights
      of Holders.

     

    (a)  The
      Holders of a Majority in liquidation amount of the Capital Securities have
      the
      right to direct the time, method and place of conducting any proceeding for
      any
      remedy available to the Guarantee Trustee in respect of this Guarantee or to
      direct the exercise of any trust or power conferred upon the Guarantee Trustee
      under this Guarantee; provided,
      however,
      that (subject to Section 2.1) the Guarantee Trustee shall have the right to
      decline to follow any such direction if the Guarantee Trustee being advised
      by
      counsel determines that the action or proceeding so directed may not lawfully
      be
      taken or if the Guarantee Trustee in good faith by its board of directors or
      trustees, executive committees or a trust committee of directors or trustees
      and/or Responsible Officers shall determine that the action or proceedings
      so
      directed would involve the Guarantee Trustee in personal liability.

     

    (b)  Any
      Holder of Capital Securities may institute a legal proceeding directly against
      the Guarantor to enforce the Guarantee Trustee’s rights under this Guarantee, to
      the extent of the aggregate liquidation amount of the Capital Securities of
      such
      Holder, without first instituting a legal proceeding against the Issuer, the
      Guarantee Trustee or any other Person. The Guarantor waives any right or remedy
      to require that any such action be brought first against the Issuer, the
      Guarantee Trustee or any other Person before so proceeding directly against
      the
      Guarantor.

     

    Section
      4.5.  Guarantee
      of Payment.  

     

    This
      Guarantee creates a guarantee of payment and not of collection.

     

    Section
      4.6.  Subrogation.  

     

    The
      Guarantor shall be subrogated to all (if any) rights of the Holders of Capital
      Securities against the Issuer in respect of any amounts paid to such Holders
      by
      the Guarantor under this Guarantee; provided,
      however,
      that the Guarantor shall not (except to the extent required by mandatory
      provisions of law) be entitled to enforce or exercise any right that it may
      acquire by way of subrogation or any indemnity, reimbursement or other
      agreement, in all cases as a result of payment under this Guarantee, if, after
      giving effect to any such payment, any amounts are due and unpaid under this
      Guarantee. If any amount shall be paid to the Guarantor in violation of the
      preceding sentence, the Guarantor agrees to hold such amount in trust for the
      Holders and to pay over such amount to the Holders.

     

    Section
      4.7.  Independent
      Obligations.  

     

    The
      Guarantor acknowledges that its obligations hereunder are independent of the
      obligations of the Issuer with respect to the Capital Securities and that the
      Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
      Payments pursuant to the terms of this Guarantee notwithstanding the occurrence
      of any event referred to in subsections (a) through (g), inclusive, of Section
      4.3 hereof.

     

    Section
      4.8.  Enforcement
      by a Beneficiary.  

     

    A
      Beneficiary may enforce the Obligations of the Guarantor directly against the
      Guarantor, to the extent of the Obligations to such Beneficiary, and the


     

    
      
         

      

      
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Guarantor
        waives any right or remedy to require that any action be brought against
        the
        Issuer or any other person or entity before proceeding against the Guarantor.
        The Guarantor shall be subrogated to all rights (if any) of any Beneficiary
        against the Issuer in respect of any amounts paid to the Beneficiaries by
        the
        Guarantor under this Guarantee; provided,
        however,
        that the Guarantor shall not (except to the extent required by mandatory
        provisions of law) be entitled to enforce or exercise any rights that it
        may
        acquire by way of subrogation or any indemnity, reimbursement or other
        agreement, in all cases as a result of payment under this Guarantee, if at
        the
        time of any such payment, and after giving effect to such payment, any amounts
        are due and unpaid under this Guarantee.

    

     

    ARTICLE
      V  

     

    LIMITATION
      OF TRANSACTIONS; SUBORDINATION

     

    Section
      5.1.  Limitation
      of Transactions.  

     

    So
      long as any Capital Securities remain outstanding, if (a) there shall have
      occurred and be continuing an Event of Default or a Declaration Event of Default
      or (b) the Guarantor shall have selected an Extension Period as provided in
      the Declaration and such period, or any extension thereof, shall have commenced
      and be continuing, then the Guarantor shall not and shall not permit any
      Affiliate to (x) declare or pay any dividends or distributions on, or
      redeem, purchase, acquire, or make a liquidation payment with respect to, any
      of
      the Guarantor’s or such Affiliate’s capital stock (other than payments of
      dividends or distributions either directly, or indirectly through another
      Affiliate, to the Guarantor) or make any guarantee payments with respect to
      the
      foregoing or (y) make any payment of principal of or interest or premium,
      if any, on or repay, repurchase or redeem any debt securities of the Guarantor
      or any Affiliate that rank pari
      passu in
      all respects with or junior in interest to the Debentures (other than, with
      respect to clauses (x) and (y) above, (i) repurchases, redemptions or other
      acquisitions of shares of capital stock of the Guarantor in connection with
      any
      employment contract, benefit plan or other similar arrangement with or for
      the
      benefit of one or more employees, officers, directors or consultants, in
      connection with a dividend reinvestment or stockholder stock purchase plan
      or in
      connection with the issuance of capital stock of the Guarantor (or securities
      convertible into or exercisable for such capital stock) as consideration in
      an
      acquisition transaction entered into prior to the occurrence of the Event of
      Default, Declaration Event of Default or Extension Period, as applicable,
      (ii) as a result of any exchange or conversion of any class or series of
      the Guarantor’s capital stock (or any capital stock of a subsidiary of the
      Guarantor) for any class or series of the Guarantor’s capital stock or of any
      class or series of the Guarantor’s indebtedness for any class or series of the
      Guarantor’s capital stock, (iii) the purchase of fractional interests in
      shares of the Guarantor’s capital stock pursuant to the conversion or exchange
      provisions of such capital stock or the security being converted or exchanged,
      (iv) any declaration of a dividend in connection with any stockholders’
rights plan, or the issuance of rights, stock or other property under any
      stockholders’ rights plan, or the redemption or repurchase of rights pursuant
      thereto, (v) any dividend in the form of stock, warrants, options or other
      rights where the dividend stock or the stock issuable upon exercise of such
      warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks pari
      passu
      with or junior to such stock and any cash payments in lieu of fractional shares
      issued in connection therewith, or (vi) payments under this
      Guarantee).

     

    Section
      5.2.  Ranking.  

     

    This
      Guarantee will constitute an unsecured obligation of the Guarantor and will
      rank
      subordinate and junior in right of payment to all present and future Senior
      Indebtedness (as defined in the Indenture) of the Guarantor. By their acceptance
      thereof, each Holder of Capital Securities agrees to the foregoing provisions
      of
      this Guarantee and the other terms set forth herein.

     

    The
      right of the Guarantor to participate in any distribution of assets of any
      of
      its subsidiaries upon any such subsidiary’s liquidation or reorganization or
      otherwise is subject to the prior claims of 

     

    
      
         

      

      
        11

        
          

        

      

      
         
creditors
        of that subsidiary, except to the extent the Guarantor may itself be recognized
        as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under
        this Guarantee will be effectively subordinated to all existing and future
        liabilities of the Guarantor’s subsidiaries, and claimants should look only to
        the assets of the Guarantor for payments hereunder. This Guarantee does not
        limit the incurrence or issuance of other secured or unsecured debt of the
        Guarantor, including Senior Indebtedness of the Guarantor, under any indenture
        that the Guarantor may enter into in the future or otherwise.

    

     

    ARTICLE
      VI  

     

    TERMINATION

     

    Section
      6.1.  Termination.  

     

    This
      Guarantee shall terminate as to the Capital Securities (i) upon full
      payment of the Redemption Price or Special Redemption Price of all Capital
      Securities then outstanding, (ii) upon the distribution of all of the
      Debentures to the Holders of all of the Capital Securities or (iii) upon
      full payment of the amounts payable in accordance with the Declaration upon
      dissolution of the Issuer. This Guarantee will continue to be effective or
      will
      be reinstated, as the case may be, if at any time any Holder of Capital
      Securities must restore payment of any sums paid under the Capital Securities
      or
      under this Guarantee.

     

    ARTICLE
      VII  

     

    INDEMNIFICATION

     

    Section
      7.1.  Exculpation.

     

    (a)  No
      Indemnified Person shall be liable, responsible or accountable in damages or
      otherwise to the Guarantor or any Covered Person for any loss, damage or claim
      incurred by reason of any act or omission performed or omitted by such
      Indemnified Person in good faith in accordance with this Guarantee and in a
      manner that such Indemnified Person reasonably believed to be within the scope
      of the authority conferred on such Indemnified Person by this Guarantee or
      by
      law, except that an Indemnified Person shall be liable for any such loss, damage
      or claim incurred by reason of such Indemnified Person’s negligence or willful
      misconduct with respect to such acts or omissions.

     

    (b)  An
      Indemnified Person shall be fully protected in relying in good faith upon the
      records of the Issuer or the Guarantor and upon such information, opinions,
      reports or statements presented to the Issuer or the Guarantor by any Person
      as
      to matters the Indemnified Person reasonably believes are within such other
      Person’s professional or expert competence and who, if selected by such
      Indemnified Person, has been selected with reasonable care by such Indemnified
      Person, including information, opinions, reports or statements as to the value
      and amount of the assets, liabilities, profits, losses, or any other facts
      pertinent to the existence and amount of assets from which Distributions to
      Holders of Capital Securities might properly be paid.

     

    Section
      7.2.  Indemnification.

     

    (a)  The
      Guarantor agrees to indemnify each Indemnified Person for, and to hold each
      Indemnified Person harmless against, any and all loss, liability, damage, claim
      or expense incurred without negligence or willful misconduct on the part of
      the
      Indemnified Person, arising out of or in connection with the acceptance or
      administration of the trust or trusts hereunder, including, but not limited
      to,
      the costs and expenses (including reasonable legal fees and expenses) of the
      Indemnified Person defending itself against, or investigating, any claim or
      liability in connection with the exercise or performance of any of the
      Indemnified Person’s powers or duties hereunder. The obligation to indemnify as
      set forth in this Section 7.2 shall survive the resignation or removal of
      the Guarantee Trustee and the termination of this Guarantee.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    (b)  Promptly
      after receipt by an Indemnified Person under this Section 7.2 of notice of
      the commencement of any action, such Indemnified Person will, if a claim in
      respect thereof is to be made against the Guarantor under this Section 7.2,
      notify the Guarantor in writing of the commencement thereof; but the failure
      so
      to notify the Guarantor (i) will not relieve the Guarantor from liability
      under paragraph (a) above unless and to the extent that the Guarantor did
      not otherwise learn of such action and such failure results in the forfeiture
      by
      the Guarantor of substantial rights and defenses and (ii) will not, in any
      event, relieve the Guarantor from any obligations to any Indemnified Person
      other than the indemnification obligation provided in paragraph (a) above.
      The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at
      the Guarantor’s expense to represent the Indemnified Person in any action for
      which indemnification is sought (in which case the Guarantor shall not
      thereafter be responsible for the fees and expenses of any separate counsel
      retained by the Indemnified Person or Persons except as set forth below);
provided,
      however,
      that such counsel shall be reasonably satisfactory to the Indemnified Person.
      Notwithstanding the Guarantor’s election to appoint counsel to represent the
      Guarantor in an action, the Indemnified Person shall have the right to employ
      separate counsel (including local counsel), and the Guarantor shall bear the
      reasonable fees, costs and expenses of such separate counsel if (i) the use
      of counsel chosen by the Guarantor to represent the Indemnified Person would
      present such counsel with a conflict of interest, (ii) the actual or
      potential defendants in, or targets of, any such action include both the
      Indemnified Person and the Guarantor and the Indemnified Person shall have
      reasonably concluded that there may be legal defenses available to it and/or
      other Indemnified Person(s) which are different from or additional to those
      available to the Guarantor, (iii) the Guarantor shall not have employed
      counsel satisfactory to the Indemnified Person to represent the Indemnified
      Person within a reasonable time after notice of the institution of such action
      or (iv) the Guarantor shall authorize the Indemnified Person to employ
      separate counsel at the expense of the Guarantor. The Guarantor will not,
      without the prior written consent of the Indemnified Persons, settle or
      compromise or consent to the entry of any judgment with respect to any pending
      or threatened claim, action, suit or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not the
      Indemnified Persons are actual or potential parties to such claim or action)
      unless such settlement, compromise or consent includes an unconditional release
      of each Indemnified Person from all liability arising out of such claim, action,
      suit or proceeding.

     

    Section
      7.3.  Compensation;
      Reimbursement of Expenses.  

     

    The
      Guarantor agrees:

     

    (a)  to
      pay to the Guarantee Trustee from time to time such compensation for all
      services rendered by it hereunder as the parties shall agree to from time to
      time (which compensation shall not be limited by any provision of law in regard
      to the compensation of a trustee of an express trust); and

     

    (b)  except
      as otherwise expressly provided herein, to reimburse the Guarantee Trustee
      upon
      request for all reasonable expenses, disbursements and advances incurred or
      made
      by it in accordance with any provision of this Guarantee (including the
      reasonable compensation and the expenses and disbursements of its agents and
      counsel), except any such expense, disbursement or advance as may be
      attributable to its negligence or willful misconduct.

     

    For
      purposes of clarification, this Section 7.3 does not contemplate the
      payment by the Guarantor of acceptance or annual administration fees owing
      to
      the Guarantee Trustee for services to be provided by the Guarantee Trustee
      under
      this Guarantee or the fees and expenses of the Guarantee Trustee’s counsel in
      connection with the closing of the transactions contemplated by this Guarantee.
      The provisions of this Section 7.3 shall survive the resignation or removal
      of the Guarantee Trustee and the termination of this Guarantee.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    ARTICLE
      VIII  

     

    MISCELLANEOUS

     

    Section
      8.1.  Successors
      and Assigns.  

     

    All
      guarantees and agreements contained in this Guarantee shall bind the successors,
      assigns, receivers, trustees and representatives of the Guarantor and shall
      inure to the benefit of the Holders of the Capital Securities then outstanding.
      Except in connection with any merger or consolidation of the Guarantor with
      or
      into another entity or any sale, transfer or lease of the Guarantor’s assets to
      another entity, in each case, to the extent permitted under the Indenture,
      the
      Guarantor may not assign its rights or delegate its obligations under this
      Guarantee without the prior approval of the Holders of at least a Majority
      in
      liquidation amount of the Capital Securities.

     

    Section
      8.2.  Amendments.  

     

    Except
      with respect to any changes that do not adversely affect the rights of Holders
      of the Capital Securities in any material respect (in which case no consent
      of
      Holders will be required), this Guarantee may be amended only with the prior
      approval of the Holders of not less than a Majority in liquidation amount of
      the
      Capital Securities. The provisions of the Declaration with respect to amendments
      thereof apply to the giving of such approval.

     

    Section
      8.3.  Notices.  

     

    All
      notices provided for in this Guarantee shall be in writing, duly signed by
      the
      party giving such notice, and shall be delivered, telecopied or mailed by first
      class mail, as follows:

     

    (a)  If
      given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set
      forth below (or such other address as the Guarantee Trustee may give notice
      of
      to the Holders of the Capital Securities and the Guarantor):

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-1600

    Attention:
      Corporate Trust Administration

    Telecopy:
      302-636-4140

     

    (b)  If
      given to the Guarantor, at the Guarantor’s mailing address set forth below (or
      such other address as the Guarantor may give notice of to the Holders of the
      Capital Securities and to the Guarantee Trustee):

     

    Community
      Banks, Inc.

    777
      East Park Drive, 2nd Floor

    Harrisburg,
      Pennsylvania 17111

    Attention:
      V. Anthony Viozzi

    Telecopy:
      717-820-8040

     

    (c)  If
      given to any Holder of the Capital Securities, at the address set forth on
      the
      books and records of the Issuer.

     

    All
      such notices shall be deemed to have been given when received in person,
      telecopied with receipt confirmed, or mailed by first class mail, postage
      prepaid, except that if a notice or other document is refused delivery or cannot
      be delivered because of a changed address of which no notice was given, such
      notice or other document shall be deemed to have been delivered on the date
      of
      such refusal or inability to deliver.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    Section
      8.4.  Benefit.  

     

    This
      Guarantee is solely for the benefit of the Beneficiaries and, subject to Section
      2.1(a), is not separately transferable from the Capital Securities.

     

    Section
      8.5.  Governing
      Law.  

     

    THIS
      GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
      OBLIGATIONS LAW).

     

    Section
      8.6.  Counterparts.  

     

    This
      Guarantee may be executed in one or more counterparts, each of which shall
      be an
      original, but all of which taken together shall constitute one and the same
      instrument.

     

    Section
      8.7 Separability.  

     

    In
      case one or more of the provisions contained in this Guarantee shall for any
      reason be held to be invalid, illegal or unenforceable in any respect, such
      invalidity, illegality or unenforceability shall not affect any other provisions
      of this Guarantee, but this Guarantee shall be construed as if such invalid
      or
      illegal or unenforceable provision had never been contained herein.

     

    


     

    Signatures
      appear on the following page

     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    THIS
      GUARANTEE is executed as of the day and year first above written.

     

    


     

    COMMUNITY
      BANKS, INC.,
      as Guarantor

    


    By:_______________________________________________

    Name:

    Title:

    


    


    


    WILMINGTON
      TRUST COMPANY, as Guarantee Trustee

    


    By:________________________________________________ 

    Name:

    Title:

     

    
      
         

      

      
        16