EX-10.11



 Exhibit 10.11 
 SUSQUEHANNA BANCSHARES, INC. 
 KEY EMPLOYEE SEVERANCE PAY PLAN

 AMENDED AND RESTATED – June 14, 2012 







 ARTICLE I 
 PURPOSE OF PLAN 
 Section 1.01 Purpose of the Plan. The
Susquehanna Bancshares, Inc. Key Employee Severance Pay Plan, as set forth herein, is intended to alleviate financial hardships which may be experienced by senior executives and other key employees of Susquehanna Bancshares, Inc. and its Affiliates
whose employment is terminated under specified circumstances within one (1) year following a Change of Control of the Company, and to reinforce and encourage the continued attention and dedication of those senior executives and other key
employees to their assigned duties without distraction from a potential Change of Control of the Company. The Plan is unfunded, has no trustee and is administered by the Compensation Committee. The Plan is not intended to be an “employee
pension benefit plan” or a “pension plan” as defined in Section 3(2) of ERISA. Rather, this Plan is intended to meet the criteria set forth in 29 C.F.R. § 2510.3-2(b) for a “severance pay plan” that is an
“employee welfare benefit plan” within the meaning of Section 3(1) of ERISA and is to be administered as a “top-hat” welfare plan exempt from the substantive requirements of ERISA. The severance payments provided under the
Plan are intended to meet the requirements of the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4), the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii) and benefits provided under
the Plan are intended to be provided in a manner that either complies with or meets and applicable exception under section 409A of the Code. In return for the payments and benefits provided to the Participants under the Plan, each Participant agrees
that he or she will not compete with the Company and its Affiliates or solicit the customers and employees of the Company and its Affiliates under the circumstances described in Article VII of this Plan document. 

Section 1.02 Restatement of Plan. This amended and restated Plan amends and replaces the earlier Plan dated January, 1999 as
well as the First Amendment dated May 26, 2000, the Second Amendment dated February 22, 2001, the Amended and Restated Plan dated April 20, 2005, the Amended and Restated Plan dated October 18, 2006, the Amended and Restated Plan
dated December 12, 2007, and the Amended and Restated Plan dated January 1, 2009. 
 ARTICLE II 

DEFINITIONS 
 Section 2.01 “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

 Section 2.02 “Beneficial Owner” of any securities shall mean: 

(i) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether
such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates
until such tendered securities are accepted for payment, purchase or exchange; 
 (ii) that such Person or any of such
Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act),
including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the “Beneficial 

Owner” of any security under this subsection (ii) as a result of an oral or written agreement, arrangement or understanding to
vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, applicable provisions of the
General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or 







 (iii) where voting securities are beneficially owned, directly or indirectly, by any other
Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting
(except pursuant to a revocable proxy as described in the proviso to subsection (ii) above) or disposing of any voting securities of the Company; 
 provided, however, that nothing in this section shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of any securities acquired
through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition. 
 Section 2.03 “Benefit” or “Benefits” shall mean the payments and benefits that a Participant is eligible to receive pursuant to Article V of the Plan. 

Section 2.04 “Board of Directors” shall mean the Board of Directors of the Company. 

Section 2.05 “Change of Control” shall be deemed to have taken place if any of the following occurs: 

(i) any Person is or becomes the Beneficial Owner of securities of the Company (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company or its subsidiaries) representing 25% or more of either the then outstanding shares of stock of the Company or the combined voting power of the Company’s then outstanding securities;

 (ii) during any period of 24 consecutive months during the existence of the Plan commencing on or after the date hereof, the
individuals who, at the beginning of such period, constitute the Board of Directors (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority thereof; provided that a director who was not a
director at the beginning of such 24-month period shall be deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of
the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such 24-month period) or by prior operation of this clause (ii); 

(iii) the consummation of a merger or consolidation of the Company with any other corporation other than (A) a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 60% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger
or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, as defined in clause (a), directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 40% or more of either the then outstanding shares of stock of the Company or the combined voting power of the
Company’s then outstanding securities; or 
 (iv) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company, or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the
Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportion as their ownership of the Company immediately prior to such sale. 







 Upon the occurrence of a Change of Control, no subsequent event or condition shall
constitute a Change of Control for purposes of the Plan, with the result that there can be no more than one Change of Control hereunder. Notwithstanding the foregoing, the Compensation Committee may modify the definition of Change of Control as the
Compensation Committee deems appropriate to comply with section 409A of the Code. 
 Section 2.06 “Code” shall
mean the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. 
 Section 2.07
“Company” shall mean Susquehanna Bancshares, Inc., or any successor thereto. 
 Section 2.08
“Compensation” shall mean one hundred ten percent (110%) of the Participant’s annual base salary, determined as the greater of (a) the rate of the Participant’s annual base salary in effect on the first day of the
calendar quarter immediately preceding a Change of Control or (b) the rate of the Participant’s annual base salary in effect on the first day of the calendar quarter immediately preceding his or her Termination following a Change of
Control. 
 Section 2.09 “Compensation Committee” shall mean the Compensation Committee of the Board of
Directors, or such other committee as may be designated by the Board of Directors to perform the duties of the Compensation Committee. 
 Section 2.10 “Competitor” means any person (including a Participant), legal entity, business or activity which is in competition with any services or financial products sold, or any
business or activity engaged in, by the Company or any Affiliate within an area of 100 miles of any office or facility of the Company or any Affiliate. 
 Section 2.11 “Employer” means the Company or Affiliate by which a Participant is employed. 
 Section 2.12 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated by the Department of Labor thereunder. 

Section 2.13 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

Section 2.14 “Non-Competition Period” shall mean the three (3), six (6), nine (9), twelve (12) month, eighteen
(18) or twenty-four (24) month period following a Participant’s Termination of Employment for any reason, as set forth below: 
 If a Participant has a Termination of Employment and is not paid Compensation as set forth in Section 5.01 the following Non-Competition Period shall apply: 

 

			
	 Amount of Compensation for which the Participant is
Eligible Under Section
5.01
	  	 Length of Non-Competition Period

	One-half times Compensation	  	Three (3) months
	One times Compensation	  	Six (6) months
	One and one-half times Compensation	  	Nine (9) months
	Two times Compensation	  	Twelve (12) months








 If a Participant has a Termination of Employment and is paid Compensation as set forth in
Section 5.01 the following Non-Competition Period shall apply: 
  

			
	 Amount of Compensation for which the Participant is
Eligible Under Section
5.01
	  	 Length of Non-Competition Period

	One-half times Compensation	  	Six (6) months
	One times Compensation	  	Twelve (12) months
	One and one-half times Compensation	  	Eighteen (18) months
	Two times Compensation	  	Twenty-four (24) months

 Section 2.15 “Non-Solicitation Period” shall mean the six (6), twelve (12), eighteen
(18) or twenty-four (24) month period following a Participant’s Termination of Employment for any reason, as applicable. The length of the Non-Solicitation Period applicable to a Participant shall be determined based on the level of
the Compensation for which the Participant is eligible to receive under Section 5.01. 
  

			
	 Amount of Compensation for which the Participant is
Eligible Under Section
5.01
	  	 Length of Non-Solicitation Period

	One-half times Compensation	  	Six (6) months
	One times Compensation	  	Twelve (12) months
	One and one-half times Compensation	  	Eighteen (18) months
	Two times Compensation	  	Twenty-four (24) months

 Section 2.16 A “Notice of Termination” shall mean a written notice which, 

(a) if the Termination of Employment is initiated by the Employer as provided in Section 2.23(i): 

(i) indicates the specific termination provision in this Plan relied upon, 

(ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of the Participant’s employment under
the provision so indicated, and 
 (iii) if the Termination Date is other than the date of receipt of such notice, specifies the
Termination Date (which date shall not be more than fifteen (15) days after the giving of such notice). 
 (b) if the
Termination of Employment is initiated by the Participant as provided in Section 2.23(ii), 
 (i) is provided within thirty
(30) days after the event giving rise to the Termination of Employment for Good Reason occurs, 
 (ii) indicates the
specific termination provision in this Plan relied upon, 
 (iii) briefly summarizes the facts and circumstances deemed to
provide a basis for the Termination of Employment for Good Reason under the provision so indicated, and 
 (iv) specifies the
Termination Date, subject to the Employer’s right to cure the facts and circumstances giving rise to the Participant’s right to resign for Good Reason as described below. 

A Notice of Termination provided under this Section 2.16(b) shall become effective on the fifteenth (15th) day following the
expiration of the thirty (30) days period following the date of the Notice of Termination only if the circumstances giving rise to the Termination of Employment for Good Reason (if 







 
susceptible to correction) are not corrected by the Employer within thirty (30) days following the date of such Notice of Termination. If the Employer does not correct the ground(s) for
resignation for Good Reason during the thirty (30) day period following the date of the Participant’s Notice of Termination, the Participant’s Termination of Employment for Good Reason shall become effective on the fifteenth
(15th) day following the expiration of the thirty (30) day cure period. 
 (c) if the Termination of Employment is
initiated by the Participant other than as provided in Section 2.23(ii), 
 (i) specifies the Termination
Date, and 
 (ii) is provided at least sixty (60) days prior to the Termination Date. 

Section 2.17 “Participant” shall mean any senior executive or other key employee of the Company or any Affiliate who is
approved as eligible to participate in the Plan. 
 Section 2.18 “Person” shall mean any individual, firm,
corporation, partnership or other entity. 
 Section 2.19 “Plan” shall mean the Susquehanna Bancshares, Inc. Key
Employee Severance Pay Plan, as set forth herein, and as the same may from time to time be amended. 
 Section 2.20
“Subsidiary” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. 
 Section 2.21 “Termination Date” shall mean the date of receipt of the Notice of Termination described in Article IV hereof or any later date specified therein, as the case may be.

 Section 2.22 “Termination of Employment” shall mean the termination of the Participant’s actual
employment relationship with the Employer. 
 Section 2.23 “Termination following a Change of Control” shall mean
a Termination of Employment within one (1) year after a Change of Control either: 
 (i) initiated by the Employer for any
reason other than (a) the Participant’s continuous illness, injury or incapacity for a period of twelve (12) consecutive months or (b) for “cause,” which shall mean misappropriation of funds, habitual insobriety,
substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of
the Company and its Subsidiaries taken as a whole; or 
 (ii) initiated by the Participant upon one or more of the following
occurrences, each of which shall constitute “Good Reason”: 
  

	 	(A)	any change resulting in a material diminution by the Employer of the authority, duties or responsibilities of the Participant; 


 

	 	(B)	any removal by the Employer of the Participant from the employment grade, compensation level or officer positions which the Participant holds as of the Change of
Control except in connection with promotions to higher office; provided that such removal results in a material diminution of the Participant’s authority, duties or responsibilities; 


 

	 	(C)	a material change in the geographic location of the Participant’s principal business location that results in the requirement that the Participant undertake
business travel (or commuting in excess of fifty (50) miles each way) to an extent substantially greater than is reasonable and customary for the position the Participant holds. 








 ARTICLE III 
 PARTICIPANTS 
 The Compensation Committee shall from time to time nominate
employees of the Company or any Affiliate to be Participants in the Plan. 
 ARTICLE IV 

NOTICE OF TERMINATION 
 Any Notice of Termination for (i) a Termination following a Change of Control or (ii) pursuant to Section 2.16(c), shall meet the applicable requirements of Section 2.16 and be
communicated to the other party in accordance with Section 10.05 hereof. 
 ARTICLE V 

BENEFIT 

Section 5.01 Amount of Immediate Cash Benefit. Upon a Participant’s Termination following a Change of Control, the
Company shall pay the Participant an amount equal to (i) one-half times his or her Compensation, (ii) one times his or her Compensation, (iii) one and one-half times his or her Compensation, or (iv) two times his or her
Compensation, in a lump sum within fifteen (15) days after the Termination Date, subject to the Participant’s execution and non-revocation of the release described in Section 6.06. The determination of whether a Participant shall be
entitled to receive one-half, one, one and one-half, or two times his or her Compensation shall be in the sole discretion of the Compensation Committee in accordance with Article III of this Plan. 

Section 5.02 Life and Accidental Death and Dismemberment Insurance. Upon a Participant’s Termination following a Change
of Control, the Employer shall pay the Participant a lump sum cash payment equal to the monthly premium cost (less any Participant portion of such premium cost) the Employer would have paid for coverage under the applicable life insurance and
accidental death and dismemberment insurance policy(ies) which insured Participant during the term of Participant’s employment for one (1) year, subject to the Participant’s execution and non-revocation of the release described in
Section 6.06. This amount is subject to federal, state, and local tax withholdings. 
 Section 5.03 Short-Term
Disability Insurance. Upon a Participant’s Termination following a Change of Control, the Employer shall pay the Participant a lump sum cash payment equal to the monthly premium cost (less any Participant portion of such premium cost) the
Employer would have paid for coverage under the applicable short-term disability insurance policy(ies) which insured Participant during the term of Participant’s employment for one (1) year, subject to the Participant’s execution and
non-revocation of the release described in Section 6.06. This amount is subject to federal, state, and local tax withholdings. 







 Section 5.04 Additional Benefits. For a period of one (1) year beginning on
the Participant’s Termination Date and ending on the one (1) year anniversary of the Participant’s Termination Date, the Participant shall be entitled to participate in the employee benefits listed below, in the form and manner set
forth below: 
 (i) provided that the Participant is eligible for and timely elects COBRA continuation coverage under the
Employer’s group health plan, the Employer will reimburse Participant for the monthly COBRA cost of continued coverage under such plan for the Participant, and, where applicable, the Participant’s spouse and dependents, less the amount
that Participant would be required to contribute for such health coverage if Participant were an active employee of the Company. The Participant shall submit appropriate evidence of each such expense within sixty (60) days after his receipt of
the invoice or billing statement for such expense, and the Employer shall provide the Participant with the requisite reimbursement on the next payroll date thereafter. The monthly reimbursements described in this clause (i) shall
(a) commence within sixty (60) days after the Participant’s Termination Date, subject to the Participant’s execution and non-revocation of the release described in Section 6.06, and (b) run concurrently with the COBRA
health care continuation coverage period under section 4980B of the Code; and 
 (ii) if the Participant participates in a
tax-qualified defined benefit plan maintained by the Company or one of its Affiliates immediately before the Participant’s Termination Date(whether such plan is tax qualified or nonqualified), the Participant shall accrue an additional, fully
vested benefit under the Company’s nonqualified pension plan (which shall be paid at the time and in the form determined under the nonqualified pension plan and shall be determined in all respects pursuant to the terms of the applicable defined
benefit pension plan(s)) equal to the difference between (a) the benefit that the Participant would have accrued under all defined benefit pension plans of the Company or its Affiliates in which the Participant participated immediately before
the Participant’s Termination Date, taking into account the compensation paid to the Participant under Section 5.01 as compensation for purposes of the applicable plan and increasing the Participant’s years of benefit service under
the applicable plan by the number of years (or partial years) in the Non-Solicitation Period, and (b) the actual benefit due to the Participant under all defined benefit pension plans of the Company and its Affiliates in which the Participant
participated immediately before the Participant’s termination date. 
 Section 5.05 Other Payments. The
Benefits due under this Article V shall be in addition to and not in lieu of any payments or benefits due to the Participant under any other plan, policy or program of the Employer, except that if a Participant receives Benefits under this Plan
following a Change of Control, the Participant shall not be entitled to receive additional payments as a result of the same Change of Control under the Employer’s severance pay plan for employees. 

Section 5.06 Payment Delay Under Section 409A. Notwithstanding any provision of this Plan to the contrary, if, at the
time of the Participant’s Termination of Employment, the Company has securities which are publicly traded on an established securities market and the Participant is a “specified employee” (as such term is defined in section 409A of
the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under the Plan as a result of the Participant’s Termination of Employment to prevent any accelerated or additional tax under section 409A
of the Code, then the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) that are not otherwise paid within the “short-term
deferral exception” and the “separation pay exception” under Treas. Reg. sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), will be postponed until the first payroll date that occurs after the date that is six (6) months following
the Participant’s “separation of service” (within the meaning of such term under section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to
the Participant on the first payroll date that occurs after the date that is six (6) months following the Participant’s “separation of service” with the Company. If the Participant dies during the postponement period prior to the
payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Participant’ s estate within sixty (60) days after the date of the Participant’s death. A
“specified employee” shall mean an employee who, at any time during the twelve (12) month period ending on the identification date, is a “specified employee” under section 409A of the Code, as determined by the Compensation
Committee or its designee. The determination of specified employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Compensation Committee or its designee in accordance
with the provisions of sections 416(i) and 409A of the Code. 







 ARTICLE VI 
 ENFORCEMENT AND REMEDIES 
 Section 6.01 Interest. In the event
that the Employer shall fail or refuse to make payment of any amounts or provide any other Benefits due the Participant under Article V hereof within the respective time periods provided therein, for any reason other than on account of the six
(6) month delay provided in Section 5.06, the Employer shall pay to the Participant, in addition to the payment of any other sums provided in this Plan, interest, compounded daily, on any amount remaining unpaid (including the amount of
any other Benefit due but unpaid) from the date payment is required under Article V, as appropriate, until paid to the Participant, at the rate from time to time announced by Chase Manhattan Company as its “prime rate” plus two percent
(2%), each change in such rate to take effect on the effective date of the change in such prime rate. 
 Section 6.02
Expenses. It is the intent of the Company that the Participant not be required to incur any expenses associated with the successful enforcement of his rights under this Plan by arbitration, litigation or other legal action because the cost
and expense thereof would substantially detract from the benefits intended to be extended to the Participant hereunder. Accordingly, the Company shall pay the Participant on demand the amount necessary to reimburse the Participant in full for all
expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Participant in successfully enforcing any of the obligations of the Company under this Plan. 

Section 6.03 No Mitigation. The Participant shall not be required to mitigate any Benefit provided for in this Plan by
seeking other employment or otherwise, nor shall any Benefit provided for herein be reduced by any compensation earned or benefit received through other employment or otherwise. 

Section 6.04 No Set-Off. The Employer’s obligation to make the payments provided for in this Plan and otherwise to
perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Employer may have against the Participant or others. 

Section 6.05 Taxes. Any payment required under this Plan shall be subject to all requirements of the law with regard to the
withholding of taxes, filing, making of reports and the like, and the Employer shall use its best efforts to satisfy promptly all such requirements. 
 Section 6.06 Acknowledgment; Release. Prior to receiving any lump sum payments to which the Participant is entitled under this Plan, the Participant will be required to sign an
acknowledgment of receipt and release of claims in a form acceptable to the Company. 
 ARTICLE VII 

NON-COMPETITION AND NON-SOLICITATION COVENANTS 
 Section 7.01 Non-Competition. While a Participant is employed by the Company or an Affiliate; and, during the applicable Non-Competition Period following Termination of Employment for any
reason, the Participant shall not, without the Company’s prior written consent, directly for himself or any third party, become engaged in any business or activity with a Competitor. This provision shall not restrict the Participant from owning
or investing in publicly traded securities of financial institutions, so long as the Participant’s aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution.

 Section 7.02 Non-Solicitation of Customers and Prospects. While a Participant is employed by the Company or an
Affiliate; and, during the applicable Non-Solicitation Period following Termination of Employment for any reason; the Participant will not solicit any person who was a customer of 







 
the Company or any Affiliate during the period of the Participant’s employment with the Company or an Affiliate to become a customer of a Competitor, or solicit on behalf of a Competitor
potential customers who are or were identified through leads developed during the course of the Participant’s employment with the Company or any Affiliate, or otherwise divert or attempt to divert to a Competitor any existing business of the
Company or any Affiliate. 
 Section 7.03 Non-Solicitation of Employees. While a Participant is employed by the
Company or an Affiliate; and, during the applicable Non-Solicitation Period following Termination of Employment for any reason; the Participant will not, directly for him or herself or any third party, solicit, induce, recruit or cause another
person in the employment of the Company or any Affiliate to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products
sold, or any business or activity engaged in, by Company or any Affiliate. 
 Section 7.04 Enforcement. The
Participant understands that in the event of a violation of any provision of this Article, the Company or any Affiliate shall have the right to seek injunctive relief, in addition to any other existing rights provided in the Plan or by operation of
law, without the requirement of posting bond. The remedies provided in this section shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Participant, the Company or any Affiliate,
and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this section shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too
great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court. 

ARTICLE VIII 

AMENDMENT AND TERMINATION 
 Section 8.01 Amendment, Suspension and Termination. The Company, acting through the Compensation Committee, retains the right, at any time and from time to time prior to a Change of Control,
to amend, suspend or terminate the Plan in whole or in part, for any reason, and without either the consent of, or the prior notification to, any Participant. No such amendment, suspension or termination shall be permitted upon or after a Change of
Control. No such amendment shall give the Company the right to recover any amount paid to a Participant prior to the date of such amendment or to cause the cessation and discontinuance of Benefits to any person or persons under the Plan already
receiving Benefits. 
 ARTICLE IX 
 CLAIMS PROCEDURES 
 Section 9.01 Application for Benefits. Each
Participant believing himself/herself eligible for Benefits under this Plan may apply for such Benefits by filing with the Compensation Committee a written request for Benefits, which request may comprise a Notice of Termination delivered by the
Participant. 
 Section 9.02 Appeals of Denied Claims for Benefits. In the event that any claim for Benefits is
denied in whole or in part, the Participant (or beneficiary, if applicable) whose claim has been so denied shall be notified of such denial in writing by the Compensation Committee. The notice advising of the denial shall specify the reason or
reasons for denial, make specific reference to pertinent Plan provisions, describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and shall advise the
Participant of the procedure for the appeal of such denial, including a statement of the Participant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on appeal. All appeals shall be made
by the following procedure: 
 (a) The Participant whose claim has been denied shall file with the Compensation Committee a
notice of desire to appeal the denial. Such notice shall be filed within sixty (60) days of notification by the Compensation Committee of claim denial, shall be made in writing, and shall set forth all of the facts upon which the appeal is
based. 







 (b) The Compensation Committee shall, within thirty (30) days of receipt of the
Participant’s notice of appeal, establish a hearing date on which the Participant may make an oral presentation to the Compensation Committee in support of his/her appeal. The Participant shall be given not less than ten (10) days notice
of the date set for the hearing. 
 (c) The Compensation Committee shall consider the merits of the claimant’s written and
oral presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Compensation Committee shall deem relevant. If the claimant elects not to make an oral presentation, such
election shall not be deemed adverse to his/her interest, and the Compensation Committee shall proceed as set forth below as though an oral presentation of the contents of the claimant’s written presentation had been made. 

(d) The Compensation Committee shall render a determination upon the appealed claim, within sixty (60) days of the hearing date,
which determination shall be accompanied by a written statement setting forth the specific reasons for the decision, written in a manner calculated to be understood by the Participant, specific references to the pertinent Plan provisions on which
the decision is based, reference to the Participant’s right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits and statement
regarding the Participant’s right to bring a civil action under section 502(a) of ERISA. 
 ARTICLE X 

MISCELLANEOUS 
 Section 10.01 Nonalienation of Benefits. None of the payments, Benefits or rights of any Participant shall be subject to any claim of any creditor, and, in particular, to the fullest extent
permitted by law, all such payments, Benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right
to alienate, anticipate, commute, pledge, encumber or assign any of the Benefits or payments which he/she may expect to receive, contingently or otherwise, under this Plan. 
 Section 10.02 No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the payment of any Benefits shall be construed as giving any Participant, or
any person whosoever, the right to be retained in the service of the Employer, and all Participants shall remain subject to discharge to the same extent as if the Plan had never been adopted. 

Section 10.03 Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included. 
 Section 10.04 Successors, Heirs, Assigns, and Personal Representatives. This Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including
each Participant, present and future. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, or a
division thereof, to acknowledge expressly that this Plan is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Plan in the same manner
and to the same extent that the Company would be required to perform if no such succession or successions had taken place. 

Section 10.05 Notice. Any Notice of Termination delivered pursuant to Article IV shall be delivered, if by the Company or the
Employer, to the Participant at his or her last known address, and if by the Participant, to the Corporate Secretary of the Company at the Company’s corporate headquarters, 







 
personally, by registered or certified mail, return receipt requested, or by overnight express courier service. Any such notice shall be deemed delivered and effective when received in the case
of personal delivery, five (5) days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service. 

Section 10.06 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall
not be considered part of the Plan, and shall not be employed in the construction of the Plan. 
 Section 10.07 Gender
and Number. Except where otherwise clearly indicated by context, the masculine and the neuter shall include the feminine and the neuter, the singular shall include the plural, and vice-versa. 

Section 10.08 Unfunded Plan. The Plan shall not be funded. The Company may, but shall not be required to, set aside or
earmark an amount necessary to provide the Benefits specified herein (including the establishment of trusts). In any event, no Participant shall have any right to, or interest in, any assets of the Company which may be applied by the Company to the
payment of Benefits. 
 Section 10.09 Payments to Incompetent Persons, Etc. Any benefit payable to or for the
benefit of a minor, an incompetent person or other person incapable of receipting therefore shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Company and its Affiliates, the Compensation Committee and all other parties with respect thereto. 
 Section 10.10 Lost Payees. A Benefit shall be deemed forfeited if the Compensation Committee is unable to locate a Participant to whom a Benefit is due. Such Benefit shall be reinstated if
application is made by the Participant for the forfeited Benefit while this Plan is in operation and within three years from the date of the Participant’s Termination Date. 

Section 10.11 Controlling Law. This Plan shall be construed and enforced according to the laws of the Commonwealth of
Pennsylvania to the extent not preempted by Federal law. 
 Section 10.12 Application of Section 409A of the
Internal Revenue Code. 
 (a) The Plan shall be interpreted to avoid any penalty sanctions under Code section 409A of the
Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such
sanctions shall not be imposed. To the extent that any provision of the Plan would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of section 409A
of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. For purposes of section 409A of the Code, all payments to be made upon a Termination of Employment may only be made upon the Participant’s
“separation from service” (within the meaning of such term under section 409A of the Code), each payment made under the Plan shall be treated as a separate payment, and the right to a series of installment payments under the Plan shall be
treated as a right to a series of separate payments. In no event shall the Participant, directly or indirectly, designate the calendar year of payment, except as permitted under section 409A of the Code. 

(b) All reimbursements and in kind benefits provided under the Plan shall be made or provided in accordance with the requirements of
section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Participant’s lifetime (or during a shorter period of time specified in the Plan), (ii) the
amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement
of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for
another benefit. 







 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its duly authorized
officers and its corporate seal to be affixed hereto as of the 14th day of June, 2012. 
  

							
		 		 	SUSQUEHANNA BANCSHARES, INC.
				
	Attest:	 		 		 	
				
	 /s/ LISA M. CAVAGE
	 		 	By:	 	 /s/ ELIZABETH E LYTLE

	Secretary