Codorus Valley Bancorp, Inc. Watch

from 8-K 16 pages Subordinated Note Codorus Valley Bancorp, Inc. 4.50% Fixed-To-Floating Rate Subordinated Note Due December 9, 2030

from 10-K 3 pages Description of Codorus Valley Bancorp, Inc. Common Stock

from S-3 79 pages Codorus Valley Bancorp, Inc. and [ ], Trustee Indenture Dated as of [ ] Senior and Subordinated Debt Securities

from S-3 2 pages Cordorus Valley Bancorp, Inc

from S-3 2 pages Codorus Valley Bancorp, Inc. This Certificate Also Evidences and Entitles the Holder Hereof to Certain Rights as Set Forth in the Rights Agreement Between Codorus Valley Bancorp, Inc. (The “Company”) and Its Appointed Rights Agent Dated as of November 4, 2005 (The “Rights Agreement”), the Terms of Which Are Hereby Incorporated Herein by Reference and a Copy of Which Is on File at the Principal Offices of the Company. Under Certain Circumstances, as Set Forth in the Rights Agreement, Such Rights Will Be Evidenced by Separate Certificates and Will No Longer Be Evidenced by This Certificate. the Company Will Mail to the Holder of This Certificate a Copy of the Rights Agreement, as in Effect on the Date of Mailing, Without Charge Promptly After Receipt of a Written Request Therefor. Under Certain Circumstances Set Forth in the Rights Agreement, Rights Issued To, or Held By, Any Person Who Is, Was or Becomes an Acquiring Person or Any Affiliate or Associate Thereof (As Such Terms Are Defined in the Rights Agreement), Whether Currently Held by or on Behalf of Such Person or by Any Subsequent Holder, May Become Null and Void, and the Transfer of Such Rights May Be Deemed to Be Restricted

from 8-K 2 pages Amendment to Rights Agreement

from 10-Q 3 pages Amendment to Rights Agreement

from 10-Q 43 pages Codorus Valley Bancorp, Inc. and Wells Fargo Bank, N.A. Rights Agent Rights Agreement Dated as of November 4, 2005

from 8-K 4 pages Amendment to Rights Agreement

from 8-K 18 pages Warrant to Purchase Common Stock

from 8-K ~50 pages Rights Agreement Between Codorus Valley Bancorp, Inc. and Wells Fargo Bank, N.A.

from S-3DPOS ~10 pages Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan

from 8-K ~50 pages Indenture or similar

from S-8 ~10 pages Codorus Valley Bancorp, Inc. Stock Incentive Plan

from S-3DPOS ~10 pages Cvb - Dividend Reinvestment & Stock Purchase Plan

from S-8 ~5 pages 4.3 1998 Independent Directors Stock Option Plan

from S-8 1 page Cvb 1996 Stock Incentive Plan (Included in Exhibit 99)

from 8-K ~50 pages Rights Agreement

from S-3DPOS ~10 pages Dividend Reinvestment and Stock Purchase Plan