PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN
THIS PLAN, hereby made and entered into this 1st day of December, 1998, by and between
PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania state bank located in York,
Pennsylvania (the "Company"), CODORUS VALLEY BANCORP,INC. (the "Corporation"), and
_______________________ (the "Participant") selected to participate in this Plan.
To encourage the individual to remain a director of the Company, the Company is willing to divide the death
proceeds of a life insurance policy on the Director's life. The Company will pay life insurance premiums from its
The following terms shall have the meanings specified:
1.1 "Company" means PeoplesBank, A Codorus Valley Company.
1.2 "Corporation" means Codorus Valley Bancorp, Inc...
1.3 "Participant" means a member of the Board of Directors of the Company.
1.4 "Insurer" means the insurance company issuing the life insurance policy or policies on the life of the insured.
1.5 "Policy" or "Policies" means the individual insurance policy (or policies) issued by the Insurer for purposes of
insuring a Participant's life under this Plan.
1.6 "Insured" means the individual Director/Participant whose life is insured.
1.7 "Normal Retirement Age" means the earlier of (1) the Participant attaining the age of 70, or (2) the
Participant's age and Years of Service, when added together, totaling the sum of 75 or more.
1.8 "Termination of Service" means the Plan Participant ceasing to be a member of the Company's Board of
Directors for any reason whatsoever, other than by reason of an approved leave of absence.
2.1 Company Ownership. The Company is the sole owner of the Policies and shall have the right to exercise all
incidents of ownership. The Company shall be the direct beneficiary of an amount of death proceeds equal to the
greatest of (1) the cash surrender value