X0306 4 2013-03-15 0000700863 SUSQUEHANNA BANCSHARES INC SUSQ 0001183443 DUNCAN GREGORY A SUSQUEHANNA BANCSHARES, INC. 26 N CEDAR STREET LITITZ PA 17543 1 EVP & Chief Operating Officer Restricted Stock Units 2013-03-15 4 A 0 2077 0 A Common Stock 2077 2077 D Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made pursuant to the terms of the Susquehanna Bancshares, Inc. 2012 Short-Term Incentive Plan, under and in accordance with the Susquehanna Bancshares, Inc. Amended and Restated 2005 Equity Compensation Plan. The Restricted Stock Units vest one half on each of March 15, 2014 and March 15, 2015 (each a "Vesting Date"); provided that (i) the Grantee continues to be employed by, or provide service to, the Company through the Vesting Date, and (ii) the Company Profit Trigger (as defined in the grant agreement governing the restricted stock unit grant) is achieved. /s/ Carl D. Lundblad, attorney-in-fact for Gregory A. Duncan 2013-03-18