0001193125-09-041281 Sample Contracts

EMPLOYMENT AGREEMENT Effective January 1, 2009
Employment Agreement • March 2nd, 2009 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania

THIS EMPLOYMENT AGREEMENT (this “Agreement”) made as of this 1st day of January, 2009 (the “Effective Date”), by and between SUSQUEHANNA BANCSHARES, INC., a Pennsylvania corporation (the “Company”), and Lisa M. Cavage, an adult individual whose principal residence is at 300 Hollow View, Manheim, PA 17545 (the “Employee”), on the other side.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania

THIS AGREEMENT made as of this 16th day of November, 2007, by and among SUSQUEHANNA BANCSHARES, INC., a Pennsylvania corporation (the “Company”), SUSQUEHANNA BANK PA, a bank and trust company organized under the Pennsylvania Banking Code of 1965 and a wholly-owned subsidiary of the Company (the “Bank”) and JEFFREY M. SEIBERT, an adult individual whose principal residence is at 1317 Moulstown Road N, Hanover, PA 17331 (the “Employee”).

Date] Addressee’s Name Company or Office Number and Street City, State, and Postal Code Dear [SEO Name],
Securities Purchase Agreement • March 2nd, 2009 • Susquehanna Bancshares Inc • National commercial banks

Susquehanna Bancshares, Inc. (the “Company”) is entering into a Securities Purchase Agreement (the “Purchase Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). Pursuant to the Purchase Agreement, the Company shall issue and sell, and the Treasury will purchase, shares of preferred stock and warrants of the Company.

VALLEY FORGE ASSET MANAGEMENT CORP.
Susquehanna Bancshares Inc • March 2nd, 2009 • National commercial banks

You and Valley Forge Asset Management Corp. (including any successor, “VFAM”), which is a wholly-owned subsidiary of Susquehanna Bancshares, Inc. (“SBI”, and collectively with VFAM, the “Company”) are parties to that certain employment agreement dated January 1, 2004, as amended January 18, 2005 (the “Existing Agreement”), which provides you with certain rights as an employee of the Company, including the right to receive severance payments, as set forth in the Existing Agreement, should you be involuntarily terminated, including in certain circumstances, in the event of your resignation on account of an “adverse change in your circumstances” (as defined in the Existing Agreement”). As a result of recent changes to the tax laws, the Existing Agreement is subject to section 409A of the Internal Revenue Code of 1986, as amended (“Code”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Susquehanna Bancshares Inc • National commercial banks

This Amendment to the Employment Agreement (“Agreement”) is entered into this 27th day of February, 2009 by SUSQUEHANNA BANCSHARES, INC. (“Company”) and EDDIE L. DUNKLEBARGER (“Employee”).

TENTH AMENDMENT TO THE 2002 AMENDED SERVICING AGREEMENT
Servicing Agreement • March 2nd, 2009 • Susquehanna Bancshares Inc • National commercial banks

THIS AMENDMENT (“Amendment”) is made this 22nd day of December, 2008 to that certain 2002 Amended Servicing Agreement (“Agreement”) by and between BOSTON SERVICE COMPANY, INC. (“BSC”) and AUTO LENDERS LIQUIDATION CENTER, INC. (“Auto Lenders”).

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