0001193125-11-049771 Sample Contracts

SUSQUEHANNA BANCSHARES, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • February 28th, 2011 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania

This RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”), dated as of (the “Grant Date”), is delivered by Susquehanna Bancshares, Inc. (the “Company”) to (the “Grantee”).

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SUSQUEHANNA BANCSHARES, INC. AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 28th, 2011 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania

This Restricted Stock Agreement (this “Agreement”) is made as of the (the “Effective Date”) between Susquehanna Bancshares, Inc. (the “Company”) and (the “Grantee”). The Restricted Shares awarded pursuant to this Agreement are subject to the terms set forth herein and in all respects are subject to the terms and provisions of the Amended and Restated Susquehanna Bancshares, Inc. 2005 Equity Compensation Plan (the “Plan”) applicable to Restricted Shares, which terms and provisions are incorporated herein by this reference. Unless the context requires otherwise, the terms defined in the Plan shall have the same meanings herein.

SUSQUEHANNA BANCSHARES, INC. AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 28th, 2011 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania

This Amended and Restated Restricted Stock Agreement (this “Agreement”) is entered into as of the day of January, 2011 between Susquehanna Bancshares, Inc. (the “Company”) and the Grantee. The Restricted Shares awarded pursuant to this Agreement are subject to the terms set forth herein and in all respects are subject to the terms and provisions of the Amended and Restated Susquehanna Bancshares, Inc. 2005 Equity Compensation Plan (the “Plan”) applicable to Restricted Shares, which terms and provisions are incorporated herein by this reference. Unless the context requires otherwise, the terms defined in the Plan shall have the same meanings herein.

SUSQUEHANNA BANCSHARES, INC. 2005 EQUITY COMPENSATION PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 28th, 2011 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania

This Restricted Stock Agreement (this “Agreement”) is made as of the (“Effective Date”) between Susquehanna Bancshares, Inc. (the “Company”) and (the Grantee). The Restricted Shares awarded pursuant to this Agreement are subject to the terms set forth herein and in all respects are subject to the terms and provisions of the Susquehanna Bancshares, Inc. 2005 Equity Compensation Plan (the “Plan”) applicable to Restricted Shares, which terms and provisions are incorporated herein by this reference. Unless the context requires otherwise, the terms defined in the Plan shall have the same meanings herein.

Contract
Servicing Agreement • February 28th, 2011 • Susquehanna Bancshares Inc • National commercial banks • New Jersey

THIS 2010 AMENDED AND RESTATED SERVICING AGREEMENT (the “Agreement”), signed by the parties on the dates indicated by their signatures below but effective as of December 22, 2010 is by and between AUTO LENDERS LIQUIDATION CENTER, INC. (hereinafter referred to as “Auto Lenders”), a New Jersey corporation; BOSTON SERVICE COMPANY, INC. doing business as HANN FINANCIAL SERVICE CORP. (hereinafter referred to as “Hann”), a New Jersey corporation; SUSQUEHANNA AUTO LEASE EXCHANGE, LLC, a Delaware limited liability company (“SALE”); and SALE NYC, LLC, a Delaware limited liability company (“SALE NYC”).

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