Supplemental Executive Retirement Plan



 Exhibit 10.22 
 SUSQUEHANNA BANCSHARES, INC. 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 (As Amended and Restated 
 Effective January 1,
2009) 







 TABLE OF CONTENTS 
  


					
	 ARTICLE I.     DEFINITIONS
	  	2
			
	 Section 1.01
	  	Accrued Benefit	  	2
			
	 Section 1.02
	  	Actuarial Equivalent	  	2
			
	 Section 1.03
	  	Annuity Starting Date	  	2
			
	 Section 1.04
	  	Beneficiary	  	2
			
	 Section 1.05
	  	Board	  	2
			
	 Section 1.06
	  	Code	  	2
			
	 Section 1.07
	  	Committee	  	2
			
	 Section 1.08
	  	Deferred Retirement Benefit	  	2
			
	 Section 1.09
	  	Early Retirement Date	  	3
			
	 Section 1.10
	  	Effective Date	  	3
			
	 Section 1.11
	  	Employee	  	3
			
	 Section 1.12
	  	Employer	  	3
			
	 Section 1.13
	  	ERISA	  	3
			
	 Section 1.14
	  	Normal Retirement Age	  	3
			
	 Section 1.15
	  	Normal Retirement Date	  	3
			
	 Section 1.16
	  	Participant	  	3
			
	 Section 1.17
	  	Participating Employer	  	3
			
	 Section 1.18
	  	Plan	  	4
			
	 Section 1.19
	  	Plan Year	  	4
			
	 Section 1.20
	  	Qualified Plan	  	4
			
	 Section 1.21
	  	Qualified Plan Accrued Benefit	  	4
			
	 Section 1.22
	  	Sponsor	  	4
			
	 Section 1.23
	  	Year of Service	  	4
		
	 ARTICLE II.     PARTICIPATION
	  	5
			
	 Section 2.01
	  	Participation	  	5
		
	 ARTICLE III.     BENEFITS
	  	6
			
	 Section 3.01
	  	Normal Retirement Benefit	  	6
			
	 Section 3.02
	  	Deferred Retirement Benefit	  	6
			
	 Section 3.03
	  	Early Retirement Benefit	  	6
			
	 Section 3.04
	  	Death Benefit	  	6

  

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	 Section 3.05
	  	 Deferred Vested Benefit
	  	6
			
	 Section 3.06
	  	 Minimum Benefit
	  	7
		
	 ARTICLE IV.     VESTING
	  	8
			
	 Section 4.01
	  	 Vesting Years of Service or Normal Retirement Age
	  	8
			
	 Section 4.02
	  	 Forfeiture
	  	8
		
	 ARTICLE V.     PAYMENT OF BENEFITS
	  	9
			
	 Section 5.01
	  	 Benefit payments for Plan Years beginning before January 1, 2009
	  	9
			
	 Section 5.02
	  	 Benefits commencing on or after January 1, 2009
	  	9
			
	 Section 5.03
	  	 Forms of Payment
	  	10
			
	 Section 5.04
	  	 Death benefits for Plan Years on or after January 1, 2009
	  	11
			
	 Section 5.05
	  	 Small Benefits
	  	11
		
	 ARTICLE VI.     ADMINISTRATION
	  	12
			
	 Section 6.01
	  	 Administration
	  	12
			
	 Section 6.02
	  	 Claims for Benefits
	  	12
			
	 Section 6.03
	  	 Review of Claims
	  	12
		
	 ARTICLE VII.     MISCELLANEOUS
	  	13
			
	 Section 7.01
	  	 No Contract of Employment
	  	13
			
	 Section 7.02
	  	 Funding
	  	13
			
	 Section 7.03
	  	 Liability of Employer
	  	13
			
	 Section 7.04
	  	 Termination of Participation by Participating Employer
	  	13
			
	 Section 7.05
	  	 Notices, Data
	  	14
			
	 Section 7.06
	  	 Choice of Law
	  	14
			
	 Section 7.07
	  	 Binding Effect
	  	14
			
	 Section 7.08
	  	 Non-alienation
	  	14
			
	 Section 7.09
	  	 Incapacity
	  	14
			
	 Section 7.10
	  	 Amendment or Termination
	  	15
			
	 Section 7.11
	  	 Other Plans
	  	15
			
	 Section 7.12
	  	 Integrated Agreement
	  	15
			
	 Section 7.13
	  	 Severability
	  	15
			
	 Section 7.14
	  	 Withholding
	  	15
			
	 Section 7.15
	  	 Construction
	  	16
		
	 APPENDIX A     LIST OF PARTICIPANTS
	  	18

  

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	 APPENDIX B     MINIMUM BENEFIT PARTICIPANTS
	  	19
		
	 2003 SERP PARTICIPANTS
	  	20
		
	 CASH BALANCE MAKE UP SERP 2004 PARTICIPANTS APPROVED SBI BOARD 1/21/04
	  	20

  

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 PREAMBLE 
 Susquehanna Bancshares, Inc. (the “Employer”) wishing to provide retirement benefits to selected executives in excess of the benefits that they are permitted to accrue under the Susquehanna Bancshares, Inc. Cash Balance Plan due
to the limitations of Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”), and to recognize their service with the Employer, established the Susquehanna Bancshares, Inc. Supplemental Executive
Retirement Plan (“Plan”) effective January 1, 1994. The Plan was amended and restated effective January 1, 1998. The Employer hereby amends the Plan effective January 1, 2009, to comply with the requirements of the American
Jobs Creation Act of 2004 (“AJCA”), which added Section 409A to the Code and the regulations issued pursuant thereto. This Plan is intended to constituted an unfunded plan for the benefit of a select group of management or highly
compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). 
  

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 ARTICLE I. - DEFINITIONS 
 Section 1.01 Accrued Benefit. 
 The benefit to which a Participant is entitled under Section 5.01,
expressed in the form of a single life annuity beginning at the Participant’s Normal Retirement Date. 
 Section 1.02 Actuarial Equivalent. 

A benefit of equivalent value as determined using the actuarial assumptions set forth in the Qualified Plan. 
 Section 1.03 Annuity Starting Date. 
 For a benefit payable
in the form of an annuity, the first day of the first period for which a benefit is payable, or, for any other form of benefit, the first day on which all events have occurred which entitle the Participant to such benefit. 
 Section 1.04 Beneficiary. 
 The person or persons who are the
Participant’s Beneficiary under the Qualified Plan in the same proportion as determined under the Qualified Plan. 
 Section 1.05 Board. 
 The Board of Directors of the Sponsor, or the Compensation Committee designated by the Board of Directors of the Sponsor to which responsibility for this
Plan has been delegated. 
 Section 1.06 Code. 
 The Internal Revenue Code of 1986, as amended. 
 Section 1.07 Committee. 
 The individual or committee appointed by the Board to administer the Plan. 
 Section 1.08 Deferred Retirement Benefit. 
 The benefit referred to in Section 3.02. 
  

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 Section 1.09 Early Retirement Date. 
 The first day of any month coincident with or following the Participant’s attainment of age 55 and completion of 15 Years of Service, but before his Normal Retirement Date, provided the Participant separates from
service with the Employer. 
 Section 1.10 Effective Date. 
 This Plan was originally effective January 1, 1994. This amendment and restatement is effective January 1, 2009. 
 Section 1.11 Employee. 
 An individual employed by the Employer in an executive capacity. 
 Section 1.12 Employer. 
 The Sponsor, and (a) any other
corporation that is a member of a controlled group of corporations, as defined in section 414(b) of the Code, that includes the Sponsor, (b) any other trade or business that is a member of a controlled group of trades or business, as defined in
section 414(c) of the Code, that includes the Sponsor, and (c) any other entity that is required to be aggregated with the Sponsor under section 414(m) or 414(o) of the Code. 
 Section 1.13 ERISA. 
 The Employee Retirement Income Security Act of 1974, as amended. 
 Section 1.14 Normal Retirement Age. 
 The date a Participant
reaches age 65 or, if later, the fifth anniversary of his participation in the Qualified Plan. 
 Section 1.15 Normal Retirement Date. 
 The first day of the month coincident with or following the date the Participant reaches Normal Retirement Age. 
 Section 1.16 Participant. 
 An Employee who satisfies the
requirements for participation and becomes a Participant as described in Article II. 
 Section 1.17 Participating Employer. 
 The Sponsor and each other Employer that has adopted the Plan with the approval of the Board. 
  

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 Section 1.18 Plan. 
 The Susquehanna Bancshares, Inc. Supplemental Executive Retirement Plan, as amended from time to time. 
 Section 1.19 Plan Year. 
 The calendar year. The first Plan Year began on the Effective Date. 
 Section 1.20 Qualified Plan. 
 Effective January 1, 1998, “Qualified Plan” means the Susquehanna Bancshares, Inc.
Cash Balance Pension Plan, as amended and restated effective January 1, 1998, as further amended from time to time. From January 1, 1994, through December 31, 1997, “Qualified Plan” meant the Susquehanna Bancshares, Inc.
Retirement Income Plan. 
 Section 1.21 Qualified Plan Accrued Benefit. 
 The Participant’s Accrued Benefit under the Qualified Plan, expressed in terms of a single life annuity beginning at the Participant’s Normal Retirement Date. 
 Section 1.22 Sponsor. 
 Susquehanna Bancshares, Inc., a
Pennsylvania corporation, and any successor. 
 Section 1.23 Year of Service. 
 A Year of Service as defined in the Qualified Plan. 
  

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 ARTICLE II. - PARTICIPATION 
 Section 2.01 Participation. 
 An Employee shall become a Participant in the Plan upon his designation and
approval by the Board. A list of Employees who have been designated as Participants is attached as Appendix A. An Employee shall remain a Participant until the earlier of the date he separates from service or the date the Board determines that he
shall no longer be a Participant. A former Participant shall nevertheless be entitled to receive any benefits in which he is vested as described in Section 3.01 in accordance with Article IV. 
  

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 ARTICLE III. - BENEFITS 
 Section 3.01 Normal Retirement Benefit. 
 A Participant who separates from service at his Normal Retirement
Date after satisfying the requirements for vesting under Section 4.01, shall commence benefits as of such date in the amount of the Actuarial Equivalent of an Accrued Benefit equal to the difference between (a) his Qualified Plan Accrued
Benefit as of his Normal Retirement Date, determined without reference to the limitations contained in sections 401(a)(17) and 415 of the Code, and (b) his Qualified Plan Accrued Benefit at his Normal Retirement Date. 
 Section 3.02 Deferred Retirement Benefit. 
 A Participant who
has satisfied the requirements for vesting under Section 4.01 and continues in employment following his Normal Retirement Date, shall be entitled to the Actuarial Equivalent of a Deferred Retirement Benefit as of his Annuity Starting Date
calculated as of the date of his separation from service. The Deferred Retirement Benefit shall be computed in the same manner as the Normal Retirement Benefit under Section 3.01. 
 Section 3.03 Early Retirement Benefit. 
 A Participant who separates from service at an Early Retirement Date
after satisfying the requirements for vesting under Section 4.01, shall be entitled to the Actuarial Equivalent of an Accrued Benefit payable at his Normal Retirement Date determined in accordance with Section 3.01, as of the date of his
separation from service. 
 Section 3.04 Death Benefit. 
 If a married Participant who is vested in his Accrued Benefit in accordance with the requirements of Section 4.01 dies before his Annuity Starting Date, his spouse shall be entitled to the Actuarial Equivalent of the Participant’s
vested Accrued Benefit under Section 3.01 determined as of the Participant’s date of death. The death benefit payable to a Participant who dies after his Annuity Starting Date shall depend on the form of benefit selected. 
 Section 3.05 Deferred Vested Benefit. 
 A Participant who
separates from service after satisfying the requirements for vesting under Section 4.01 shall be entitled to the Actuarial Equivalent of an Accrued Benefit beginning as of his Normal Retirement Date determined under Section 3.01 as of the
date of his separation from service. 
  

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 Section 3.06 Minimum Benefit. 
 Notwithstanding anything to the contrary in this Article III, a Participant who is designated by the Board in Appendix B shall receive a minimum benefit equal to (1) 75% of the benefit the Participant would have
received under the Susquehanna Bancshares, Inc. Retirement Income Plan as in effect prior to January 1, 1998 based on the Participant’s service and compensation as of his or her Early Retirement Date, Normal Retirement Date or Late
Retirement Date, as applicable, reduced by (2) his Qualified Plan Accrued Benefit. 
  

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 ARTICLE IV. - VESTING 
 Section 4.01 Vesting Years of Service or Normal Retirement Age 
 Except as provided in Section 4.02, a
Participant shall be fully vested in his Accrued Benefit upon the earlier of (a) his attainment of Normal Retirement Age while employed by the Employer, or (b) his completion of five Years of Service. 
 Section 4.02 Forfeiture 
 The Accrued Benefit of a
Participant who separates from service before completing five Years of Service or attaining Normal Retirement Age shall be forfeited. In addition, the Accrued Benefit of a Participant who is unmarried and dies before his Annuity Starting Date shall
be forfeited. 
  

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 ARTICLE V. - PAYMENT OF BENEFITS 
 Section 5.01 Benefit payments for Plan Years beginning before January 1, 2009 
  

	 	(a)	Retirement. 

 Subject to Section 5.05, the Accrued
Benefit of a Participant who commences benefits at an Early Retirement Date, his Normal Retirement Date, or a Deferred Retirement Date shall be paid or shall begin to be paid at the same time and in the same form as payment of the Participant’s
Qualified Plan Accrued Benefit, to the extent administratively practicable. 
  

	 	(b)	Deferred Vested Benefit. 

 Subject to Section 5.05,
the vested Accrued Benefit of a Participant who separates from service before his Early or Normal Retirement Date shall be paid or shall begin to be paid at the same time and in the same form as payment of the Participant’s Qualified Plan
Accrued Benefit, to the extent administratively practicable. 
  

	 	(c)	Death Benefit. 

 Subject to Section 5.05, the vested
Accrued Benefit of a Participant who dies before his Annuity Starting Date shall be distributed to his Beneficiary at the same time, and in the same form, a the Participant’s Qualified Plan Accrued Benefit is distributed. 
 Section 5.02 Benefits commencing on or after January 1, 2009 
 The Accrued Benefit of a vested Participant shall be paid upon a Participant’s: (1) termination of employment, (2) death, or (3) Normal Retirement Date following a Participant’s separation from service, if
separation from service occurs before Normal Retirement Age. 
  

	 	(a)	Advance Form of Payment Election Required. 

 (1)
December 31, 2008 Participants. Those who are Participants on or before December 31, 2008, and on or after January 1, 2009, must make an election as to the form of distribution hereunder in accordance with the payment options
of Section 5.03, no later than December 31, 2008. 
 (2) New Participants. Those who first become eligible to participate in
the Plan on or after January 1, 2009, must make an election as to the form of distribution hereunder in accordance with the payment options of Section 5.03, within 30 days following the last day of the Plan Year in which such Participant
first accrues a benefit under the Plan. 
  

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	 	(b)	Irrevocable Election 

 A Participant’s election under
Section 5.02(a) above is irrevocable, and shall apply to all benefits accrued by such Participant under the Plan. 
 Notwithstanding the
preceding language of this Section 5.02(b), the Participant may submit a subsequent election regarding the form or time of payout, provided however, such election shall only be effective if: (i) the change is not effective until twelve
(12) months after the date the new election is made; (ii) the new election must defer payment for at least five (5) years beyond the date payment was previously elected to begin; and (iii) if the election changes a payment
previously elected to be paid at a specified time or pursuant to a fixed schedule then the subsequent election must be made at least twelve (12) months before payment was scheduled to begin. 
  

	 	(c)	Payment to Specified Employee. 

 If a Participant is a
“specified employee” of the Company as defined under Treas. Reg. 1.409A-1(i), then any payment due under the Plan will not be paid for at least six months following the Participant’s separation from service, as defined under Treas.
Reg. 1.409A-1(h). 
 Section 5.03 Forms of Payment 
 A Participant must elect payment in one of the following forms in accordance with Sections 5.02 and 5.03. 
  

	 	(a)	Single Life Annuity. An annuity for the life of the Participant. 

  

	 	(b)	Joint and Survivor Annuity. An annuity for the life of the Participant with a survivor annuity for the life of his designated Beneficiary after the death of the Participant
in an amount which is equal to either 50%, 75% or 100% of the amount payable during the joint lives of the Participant and the Participant’s Beneficiary. 

  

	 	(c)	Period Certain Annuity. A life annuity with a period certain of either 5, 10, 15 or 20 years. If the Participant dies before expiration of the guaranteed period certain,
payment shall be continued to the Beneficiary. If no Beneficiary is living at the death of the Participant and before the expiration of the guaranteed period certain, the commuted present value of the payments otherwise due shall be paid in a single
lump sum to the Participant’s estate. If the Beneficiary should die while further payments are due, and after having received at least one payment, such further payments shall be made to any person designated by the Participant as an alternate
Beneficiary, or, in the absence of an alternate surviving Beneficiary, the commuted present value of the payments otherwise due shall be paid to the Participant’s estate in a single cash lump sum. 

  

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 Section 5.04 Death benefits for Plan Years on or after January 1, 2009 
 The Accrued Benefit of a vested Participant who dies before his Annuity Starting Date shall be distributed to his Beneficiary in the form of payment
previously elected by the Participant under Sections 5.02 and 5.03 above. 
 Section 5.05 Small Benefits 
 Notwithstanding anything in this Article V to the contrary, if the Actuarial Equivalent lump sum present value of a Participant’s vested Accrued
Benefit is not greater than $5,000 ($1,000 for distributions on or after March 28, 2005) as of the date of his termination of employment, that Actuarial Equivalent amount shall be distributed to him or his Beneficiary, as applicable in the form
of a single lump sum as soon as practicable after his termination of employment. This Section 5.05 shall apply only to Plan Years beginning prior to January 1, 2009. 
  

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 ARTICLE VI. - ADMINISTRATION 
 Section 6.01 Administration. 
 The Plan shall be administered by the Committee. The Committee shall establish
such rules and procedures as it deems appropriate for the administration of the Plan. The Committee shall have the full power, discretion and authority to interpret, construe and administer the terms of the Plan, and all decisions made by the
Committee shall be final and binding. The Committee may employ legal counsel, consultants, actuaries and others as it deems desirable in the administration of the Plan. The Committee shall have such other powers as provided to the plan administrator
under the Qualified Plan. 
 Section 6.02 Claims for Benefits. 
 A Participant or Beneficiary may bring a claim for benefits under this Plan by filing a written application for benefits with the Committee. The Committee shall review such claim and shall decide such claim within a
reasonable time, but not more than 90 days from the date the claim was received, unless special circumstances beyond the control of the Committee require an extension of time to respond, in which case the Committee may delay response for up to an
additional 90 days, provided that prior notice is given to the Participant or Beneficiary. If the claim is denied, the Committee shall provide the Participant with a written notice setting forth the reasons for the denial, references to the
provisions of the Plan upon which the denial was based, a description of any additional information or material necessary for the claimant to perfect his claim, and information as to how the Participant or Beneficiary may submit his claim for
review. 
 Section 6.03 Review of Claims. 
 A
Participant or Beneficiary whose claim has been denied may file an appeal in writing with the Committee within 60 days of his receipt of the denial of his claim (which 60-day period may be extended by the Committee in its discretion). Upon request
and free of charge, a Participant or Beneficiary shall be permitted to review pertinent documents and submit issues and comments in writing. The Committee shall review its determination and make a determination within a reasonable time, but not more
than 60 days after the date that the appeal was filed, unless prior notification is given to the claimant, and in that case not more than 120 days after the appeal was filed. If the claim is denied upon review, the Committee shall provide the
claimant with written notice specifying the reasons for the denial, including the Plan provisions on which the denial was based. If a request for review is not timely filed, the Plan’s initial determination will be final. A claimant who has
exhausted the Plan’s claims and appeals procedures and disagrees with the Plan’s decision (or lack thereof) may file suit in Federal court following an adverse benefit determination on appeal or the lack of a timely response. 

 

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 ARTICLE VII. - MISCELLANEOUS 
 Section 7.01 No Contract of Employment. 
 This Plan is not intended to constitute a contract of employment,
and each Participating Employer retains the right to discharge or discipline any Employee for any reason. 
 Section 7.02 Funding. 
 This Plan is intended by the Employer and the Participants to constitute an unfunded plan for purposes of the Code and Title I of ERISA. To the extent
that any Participant or Beneficiary acquires a right to any benefits under this Plan, such right shall not be greater than that of an unsecured general creditor of the Employer, and no Participant shall have any right to any specific assets of the
Employer. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind between the Employer and any Participant, his or her Beneficiary, or any other person.
Subject to the foregoing restrictions, a Participating Employer may establish a “rabbi trust” to provide a source of payments under the Plan in accordance with Rev. Proc. 92-64, or may purchase an insurance policy or other investment
vehicle. A Participate shall comply with the Participating Employer’s reasonable requests for information necessary to obtain such investment. 
 Section 7.03 Liability of Employer. 
 Subject to its obligation to pay Accrued Benefits pursuant to the terms of this Plan, neither
the Employer nor anyone acting on behalf of the Employer shall be liable for any act performed or the failure to perform any act with regard to this Plan, except in the event that there has been a judicial determination of willful misconduct on the
part of the Employer or such person. 
 Section 7.04 Termination of Participation by Participating Employer. 
 Any Participating Employer other than the Sponsor may withdraw from the Plan at any time with regard to its Employees without affecting any other
Participating Employer by giving 30 days’ prior written notice to the Board. In addition, the Sponsor may, in its absolute discretion, terminate any Participating Employer’s participation in the Plan at any time when, in the Sponsor’s
judgment, such Participating Employer is failing or refusing to discharge its obligations under the Plan. 
  

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 Section 7.05 Notices, Data. 
 Each Participant or Beneficiary shall be responsible for furnishing the Committee with the current and proper address for the mailing of notices, reports and benefit payments. Any notice required or permitted to be
given shall be deemed given if directed to the person to whom addressed at such address and mailed by regular United States mail, first-class and prepaid. If any check mailed to such address is returned as undeliverable to the addressee, mailing of
checks will be suspended until the Participant or Beneficiary furnishes the proper address. The Employer, the Committee, and all other persons associated with the Plan’s operation shall have the right to rely on the veracity and accuracy of any
required written data provided by the Participant or the Beneficiary, including age, health and marital status. 
 Section 7.06 Choice of Law. 
 This Plan shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions, to the extent such law is
not preempted by federal law. 
 Section 7.07 Binding Effect. 
 The terms of this Plan shall be binding on Plan Participants, their Beneficiaries, and their legal representatives, and on the Employer and its successors, assigns, and legal representatives. 
 Section 7.08 Non-alienation. 
 None of the payments, benefits
or rights of any Participant or Beneficiary shall be subject to the claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachments, garnishment, trustee’s
process or any other legal or equitable process available to any credit of such Participant or Beneficiary. However, the Plan will honor a “qualified domestic relations order” under Section 414(p) of the Code to the extent required by
law. 
 Section 7.09 Incapacity. 
 If the
Committee determines that a Participant or Beneficiary is incompetent by reason of legal minority or physical or mental disability, the Committee shall have the power to cause the payments becoming due to such person to be made to another for the
benefit of the minor or incompetent, without responsibility of the Employer or the Committee to see to the application of such payment. Payments made in accordance with the application of such power shall operate as a complete discharge of all
obligations of the Employer and the Committee to the extent of such payment. 
  

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 Section 7.10 Amendment or Termination. 
 This Plan may be amended, suspended or terminated, in whole or in part, at any time by action of the Board in writing. No amendment, suspension or termination shall deprive any Participant of any portion of his
Accrued Benefit deemed to be vested under the Plan as of the date of the amendment, suspension or termination. 
 Section 7.11 Other Plans. 
 Nothing contained in this Plan shall preclude a Participant, to the extent he is otherwise eligible, from participation in any group insurance, pension,
profit-sharing, savings, or other employee benefit plans or programs which the Employer in its discretion may make available to its employees, but the Employer shall not be required to establish, maintain or continue any such plan or program by
reason of this Plan. Any amounts accrued or payable under this Plan shall not be deemed to be salary or other compensation paid to a Participant for purposes of computing contributions to or benefits under any other employee benefit plan or program,
unless specifically required pursuant to such other plan or program. 
 Section 7.12 Integrated Agreement. 
 This Plan document represents the entire agreement between the Participating Employers and the Participants concerning the Participants’ retirement
benefits, except for the Qualified Plan, the Susquehanna Bancshares, Inc. 401(k) Plan, the Susquehanna Bancshares, Inc. 401(k) Excess/Mirror Plan [check], the Susquehanna Bancshares, Inc. Employee Stock Purchase Plan, and Social Security.

 Section 7.13 Severability. 
 If any provision
of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Plan shall be construed and enforced as if such provision had not been included. 
 Section 7.14 Withholding. 
 The Employer may withhold any
federal, state or local taxes from any payment due any Participant as it or the Committee determines pursuant to applicable law. 
  

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 Section 7.15 Construction. 
 The masculine gender includes the feminine, and the singular the plural, and vice versa, unless the context clearly requires otherwise. The headings and captions contained herein are provided for convenience only,
shall not be considered part of the Plan, and shall not be employed in the construction of the Plan. 
  

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 IN WITNESS WHEREOF, Susquehanna Bancshares, Inc. has caused its authorized officers to execute this
document this 10th day of December 2008. 
  

			
	SUSQUEHANNA BANCSHARES, INC.
		
	By:	 	/s/ Edward Balderston, Jr.
	Name:	 	Edward Balderston, Jr.
	Title:	 	EVP & CAO
		
	Attest:	 	/s/ Lisa M. Cavage
	Name:	 	Lisa M. Cavage
	Title:	 	Sr.V.P. & Secretary


  

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 APPENDIX A 
 LIST OF PARTICIPANTS 
  

 18 








 APPENDIX B 
 MINIMUM BENEFIT PARTICIPANTS 
  

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 2003 SERP PARTICIPANTS 
 CASH BALANCE MAKE UP SERP 2004 
 PARTICIPANTS APPROVED SBI BOARD
1/21/04 
  

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