Exhibit 4.1





Exhibit 4.1




AMENDMENT TO

RIGHTS AGREEMENT




AMENDMENT, dated as of January 9, 2009 (this “Amendment”), to the Rights Agreement, dated as
of November 4, 2005, as amended (the “Rights Agreement”), between Codorus Valley Bancorp, Inc., a
Pennsylvania corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking
association (the “Rights Agent”).



RECITALS




WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights
Agreement.



WHEREAS, the United States Department of the Treasury (the “Investor”) and the Company
contemplate entering into a Letter Agreement, which incorporates the Securities Purchase Agreement
— Standard Terms, pursuant to which the Investor will purchase from the Company shares of Fixed
Rate Cumulative Perpetual Preferred Stock, Series A, par value $2.50 per share, of the Company and
a warrant to purchase common stock, par value $2.50 per share, of the Company.



WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may
from time to time supplement or amend the Rights Agreement subject to the terms of the Rights
Agreement.



WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection with the foregoing and the
Company and the Rights Agent desire to evidence such amendment in writing.



WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable
according to its terms have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly authorized by the
Company and the Rights Agent.




Accordingly, the parties agree as follows:



Section 1. Amendment of Section 1. Section 1 of the Rights Agreement is supplemented
to add the following definitions in the appropriate locations:




“Letter Agreement” shall mean the Letter Agreement, dated January 9, 2009, by and
between the Company and the Investor that incorporates the Securities Purchase
Agreement — Standard Terms.




“Investor” shall mean the United States Department of the Treasury.


 


 









 






“Transactions” shall mean the issuance of (x) 16,500 shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, $2,50 par value, of the Company, and (y) the
Warrant, in each case, as contemplated by the Letter Agreement, and the exercise of
the Warrant in accordance with its terms.




“Warrant” shall mean the warrant to purchase 263,859 shares of Common Stock pursuant
to the Letter Agreement.



Section 2. Amendment of the definition of “Acquiring Person”. The definition of
“Acquiring Person” in Section 1 of the Rights Agreement is amended by adding the following sentence
at the end thereof:




“Notwithstanding anything in this Rights Agreement to the contrary, neither Investor
nor any of its Affiliates or Associates shall be deemed to be an Acquiring Person solely as
a result of (i) the execution of the Letter Agreement or the Warrant or (ii) the
consummation of the Transactions or any other transaction contemplated by the Letter
Agreement or the Warrant.”



Section 3. Amendment of the definition of “Stock Acquisition Date”. The definition of
“Stock Acquisition Date” in Section 1 of the Rights Agreement is amended by adding the following
sentence at the end thereof:




“Notwithstanding anything in this Rights Agreement to the contrary, a Stock Acquisition
Date shall not be deemed to have occurred solely as the result of (i) the execution of the
Letter Agreement or the Warrant or (ii) the consummation of the Transactions or any other
transaction contemplated by the Letter Agreement or the Warrant.”



Section 4. Amendment of definition of “Distribution Date”. The definition of
“Distribution Date” in Section 1 of the Rights Agreement is amended by adding the following
sentence at the end thereof:




“Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date
shall not be deemed to have occurred solely as the result of (i) the execution of the Letter
Agreement or the Warrant or (ii) the consummation of the Transactions or any other
transaction contemplated by the Letter Agreement or the Warrant.”



Section 5. Amendment of Section 29. Section 29 of the Rights Agreement is amended by
adding the following sentence at the end thereof:




“Nothing in this Agreement shall be construed to give any holder of Rights or any other
Person any legal or equitable rights, remedies or claims under this Agreement by virtue of
(i) the execution of the Letter Agreement or the Warrant or (ii) the consummation of the
Transactions or any other transaction contemplated by the Letter Agreement or the Warrant.”


 


 









 





Section 6. Effectiveness. This Amendment shall be deemed effective as of the date
first written above, as if executed on such date. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.



Section 7. Miscellaneous. This Amendment shall be deemed to be a contract made under
the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and
construed in accordance with the laws of such Commonwealth applicable to contracts to be made and
performed entirely within such Commonwealth. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. If any provision,
covenant or restriction of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and effect and shall in no
way be effected, impaired or invalidated.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the date and year first above written.



	 	 	 	 	 	 	 	 	 
	Attest:	 	CODORUS VALLEY BANCORP, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	Name: Harry R. Swift
	 	 	 	Name: Larry J. Miller	 	 
	 

	 	Title:   Corporate Secretary
	 	 	 	Title:   President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	Title: