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Susquehanna Bancshares, Inc. Announces Pricing of Public Offering of Common Stock and Trust Preferred Securities, Series II

In addition, Susquehanna announced that it has priced $50 million aggregate liquidation amount of 11% cumulative trust preferred securities to be issued by Susquehanna Capital Trust II, a Delaware statutory trust formed by Susquehanna. Proceeds from the sale of the trust preferred securities will be used by the trust to invest in subordinated debentures issued by Susquehanna having substantially the same payment terms. The trust preferred offering is expected to close on March 16, 2010, subject to customary closing conditions.

Susquehanna expects to use the net proceeds from these offerings, which are expected to be approximately $331.6 million (without giving effect to the exercise of the underwriters' over-allotment option), for general corporate purposes. Susquehanna may use a portion of the net proceeds to support future acquisitions, including FDIC-assisted acquisition transactions, or for the redemption of all or a portion of the Series A preferred stock it issued to the U.S. Treasury in December 2008, subject to regulatory approval.

J.P. Morgan Securities Inc. and Keefe, Bruyette & Woods, Inc. are serving as joint book-running managers for the offerings. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has become effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The common stock and trust preferred securities offerings may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained by contacting J.P. Morgan Securities Inc., at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attention: Prospectus Department (866-803-9204) or Keefe, Bruyette & Woods, Inc., Capital Markets, 787 Seventh Avenue, 4^th Floor, New York, NY 10019 (800) 966-1559.

Susquehanna is a financial services holding company with assets of approximately $14 billion. Headquartered in Lititz, Pa., Susquehanna provides banking and financial services at more than 220 branch locations in the mid-Atlantic region. Through Susquehanna Wealth Management, Susquehanna offers investment, fiduciary, brokerage, insurance, retirement planning, and private banking services, with approximately $6 billion in assets under management and administration. Susquehanna also operates an insurance brokerage and employee benefits company, a commercial finance company and a vehicle leasing company.

This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. In particular, this release includes forward-looking statements. These statements are subject to certain risks and uncertainties including risks relating to Susquehanna's ability to find qualified borrowers, changes in consumer confidence, changes in the general economic climate, unforeseen action taken by regulators and the other risks set forth in Susquehanna's filings with the Securities and Exchange Commission. Susquehanna encourages readers of this release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Forward-looking statements speak only as of the date they are made. Susquehanna does not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law.

Susquehanna Bancshares, Inc.
Media:
Stephen Trapnell, Corporate Communications Manager
717-625-6548
communications@susquehanna.net
or
Investor Relations:
Abram G. Koser, Vice President Investor Relations
717-625-6305
ir@susquehanna.net