THIS CAPITAL SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY TRUST COMPANY (THE DEPOSITARY) OR A NOMINEE OF THE DEPOSITARY, THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY THE DEPOSITARY TOA NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO SUSQUEHANNA CAPITAL I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
|Number of Capital Securities:|
Aggregate Liquidation Amount of Capital Securities: $125,000,000
CUSIP No. 86910P201
Certificate Evidencing Capital Securities
Susquehanna Capital I
9.375% Capital Securities, Series I
(Liquidation Amount $25.00 per Capital Security)
Susquehanna Capital I, a statutory trust created under the laws of the State of Delaware (the Trust), hereby certifies that Cede & Co. (the Holder) is the registered owner of preferred
securities in the aggregate liquidation amount of $125,000,000 of the Trust representing an undivided beneficial ownership interest in the assets of the Trust and designated the Susquehanna Capital I 9.375% Capital Securities, Series I (liquidation amount $25.00 per Capital Security) (the Capital Securities). The Capital Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities are set forth in, and this certificate and the Capital Securities represented hereby are issued and shall in all respects be subject to, the terms and provisions of, the Amended and Restated Trust Agreement of the Trust, dated as of December 12, 2007, as the same may be amended from time to time (the Trust Agreement), including the designation of the terms of Capital Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by Susquehanna Bancshares, Inc. a Pennsylvania corporation (Susquehanna), and The Bank of New York, a New York banking corporation (The Bank of New York), as guarantee trustee, dated as of December 12, 2007, as amended from time to time (the Guarantee), to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office.
Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder and by acceptance hereof agrees to the provisions of (i) the Guarantee and (ii) the Indenture entered into by Susquehanna and The Bank of New York, as trustee, dated as of November 5, 2007, as amended or supplemented from time to time.
This certificate shall be governed by and construed in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate.
SUSQUEHANNA CAPITAL I
/s/ Michael P. Squierdo
Name: Michael P. Squierdo
Title: Administrative Trustee
This is one of the Securities referred to in the within mentioned Trust Agreement.
Date of Authentication
December 12, 2007
THE BANK OF NEW YORK
As Property Trustee
/s/ Mary LaGumina
Name: Mary LaGumina
Title: Vice President
FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security to:
(Insert assignees social security or tax identification number)
(Insert address and zip code of assignee)
And irrevocably appoints
Agent to transfer this Capital Securities Certificate on the books of the Trust. The agent may substitute another to act for him or her.
(Sign exactly as your name appears on the other side of this Capital Security Certificate)
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.1