X0304 4 2011-12-31 1 0000700863 SUSQUEHANNA BANCSHARES INC SUSQ 0001183878 BALDERSTON EDWARD JR SUSQUEHANNA BANCSHARES, INC. 26 N. CEDAR STREET LITITZ PA 17543 1 EVP & Chief Admin. Officer Common Stock 2011-12-31 4 M 0 15000 0 A 80710.9857 D Common Stock 2011-12-31 4 F 0 4578 8.38 D 76132.9857 D Common Stock 353.525 I Custodian Under Utma Restricted Stock Units 2011-12-31 4 M 0 15000 0 D Common Stock 15000 0 D On May 17, 2011, the reporting person was granted 15,000 restricted stock units. On December 31, 2011 these restricted stock units vested in full and 15,000 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person. The 4,578 shares of common stock disposed of represent a portion of the grant of 15,000 restricted stock units issued on May 17, 2011 that was previously reported on a Form 4 filed with the Securities and Exchange Commission on May 19, 2011. The 15,000 restricted stock units vested in full on December 31, 2011. The shares disposed of were withheld to satisfy the reporting person's tax withholding obligations incident to the vesting of these 15,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made based on the terms of the Susquehanna Bancshares, Inc. 2011 Long-Term Incentive Plan, pursuant to the Susquehanna Bancshares, Inc. Amended and Restated 2005 Equity Compensation Plan. The restricted stock units vest in full on December 31, 2011. /s/ Abram G. Koser, attorney-in-fact for Edward Balderston, Jr. 2012-01-04