exhibit_4-1.htm


    Exhibit
      4.1

    


    SUPPLEMENTAL
      PROVISIONS

    to

    Rights
      Agreement between Community Banks, Inc. and CommunityBanks

    


    WHEREAS,
      on February 12, 2002, the Board of Directors of Community Banks, Inc.
      (“Community”) authorized and declared a dividend distribution of one Right for
      each share of Common Stock of the Company outstanding on February 28, 2002
      (the
“Rights Agreement”) and which would become outstanding up until the earliest of
      the Distribution Date, the Redemption Date and the Final Expiration Date (all
      capitalized terms have the meanings set forth in the Rights Agreement), each
      Right representing the right to purchase one share of Common Stock, upon the
      terms and subject to the conditions set forth in the Rights Agreement;
      and

    


    WHEREAS,
      on August 7, 2007, the Board of Directors of Community, parent company of
      CommunityBanks, adopted resolutions to supplement provisions (the “Supplemental
      Provisions”) of the Rights Agreement.

    


    NOW,
      THEREFORE, the Rights Agreement is hereby supplemented as of August 7, 2007
      with
      the following provisions:

    


    1.           The
      Rights Agreement shall have no application to or effect on the acquisition
      of
      Community by Susquehanna Bancshares, Inc. (“Susquehanna”) pursuant to the
      amended and restated merger agreement with Susquehanna dated as of July 25,
      2007
      (the “Merger Agreement”).

    


    2.           Provisions
      of Section 11 and Section 13 of the Rights Agreement relating to exercise of
      the
      Rights shall not apply to the Merger Agreement or to the acquisition of
      Community’s common stock, $5.00 par value, by Susquehanna pursuant to the Merger
      Agreement.

    


    3.           
      The final expiration date of the Rights Agreement means the date and time
      immediately prior to the effective time of the merger with
      Susquehanna.

    


    4.           In
      the event that for any reason the merger with Susquehanna does not occur,
      paragraphs 1 through 3 hereof shall have no force or effect.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused these Supplemental Provisions
      to
      be duly executed and attested, as of August 7, 2007.

    


    

      
        	
                ATTEST:

              	
                Community
                  Banks, Inc.

              
	 	 
	
                By:_/s/
                  Patricia E. Hoch__

              	
                By:
                  /s/ Eddie L. Dunklebarger________________

              
	
                            Patricia
                  E. Hoch

              	
                           Eddie
                  L. Dunklebarger, President and CEO

              
	 	 
	 	 
	
                ATTEST:

              	
                CommunityBanks

              
	 	 
	
                By:_/s/
                  Patricia E. Hoch__

              	
                By:
                  /s/ Eddie L. Dunklebarger________________

              
	
                          
                  Patricia E. Hoch

              	
                          Eddie
                  L. Dunklebarger, President and
                  CEO