REGISTRATION RIGHTS AGREEMENT Dated as of May 3, 2004 among SUSQUEHANNA BANCSHARES, INC., KEEFE BRUYETTE & WOODS, INC., AND THE OTHER INITIAL PURCHASERS REFERRED TO HEREIN as the Initial PurchasersRegistration Rights Agreement • August 9th, 2004 • Susquehanna Bancshares Inc • National commercial banks • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 28, 2004, by and among the Company and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $75,000,000 aggregate principal amount of the Company’s 4.75% Fixed Rate/Floating Rate Subordinated Notes due 2014 (the “Notes”). In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company has agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
SUSQUEHANNA BANCSHARES, INC. Issuer and Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 3, 2004 To INDENTURE Dated as of November 4, 2002First Supplemental Indenture • August 9th, 2004 • Susquehanna Bancshares Inc • National commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 3, 2004 (this “Supplemental Indenture”), between SUSQUEHANNA BANCSHARES, INC., a Pennsylvania corporation (the “Company”), having its principal office at 26 North Cedar Street, Lititz, Pennsylvania 17543, and J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, having a designated corporate trust office located in Pittsburgh, Pennsylvania (“J. P. Morgan”), as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
SUPPLEMENTAL RETIREMENT AND DEATH BENEFIT AGREEMENTSupplemental Retirement and Death Benefit Agreement • August 9th, 2004 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania
AGREEMENT, made the 25th day of May, 2001, by and between Patriot Bank (the “Bank”) and James A. Bentley, Jr., an individual director of the Bank (the “Recipient”).
