EXHIBIT 99.1

2006 DIRECTOR COMPENSATION SCHEDULE

Effective January 1, 2006, Directors of Susquehanna Bancshares, Inc. shall be compensated in keeping with the following schedule:

Annual Retainer – Board Member	$	17,000
Annual Retainer – Chairman – Audit Committee		5,000
Annual Retainer – Chairman – Compensation Committee		3,500
Annual Retainer – Chairman – Nominating and Corporate Governance Committee		3,500
Board Meeting		1,000
Committee Meeting on Board Meeting Day		1,000
Committee Meeting on Non-Board Meeting Day		1,200
Telephonic* Board/Committee Meeting		No Fee

* Refers to short, single item agenda telephonic meetings. Multi-agenda telephonic meetings are deemed full Board meetings for Director compensation purposes.