X0305 4 2012-06-19 0000700863 SUSQUEHANNA BANCSHARES INC SUSQ 0001183477 QUICK MICHAEL M SUSQUEHANNA BANCSHARES, INC. 26 N. CEDAR STREET LITITZ PA 17543 1 EVP & Chief Corp. Credit Off. Restricted Stock Units 2012-06-19 4 A 0 25000 0 A Common Stock 25000 25000 D Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made under and subject to the terms of the Susquehanna Bancshares, Inc. Amended and Restated 2005 Equity Compensation Plan. The restricted stock units vest one third on each of December 31, 2012, December 31, 2013, and December 31, 2014 (each a "Vesting Date"); provided that (i) the executive continues to be employed by, or provide a service to, Susquehanna Bancshares, Inc. through the Vesting Date, and (ii) the Susquehanna Bancshares, Inc. Profit Trigger (as defined in the grant agreement governing the restricted stock unit grant) is achieved. /s/ Carl D. Lundblad, attorney-in-fact for Michael M. Quick 2012-06-21