SUSQUEHANNA BANCSHARES, INC. 37,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2010 • Susquehanna Bancshares Inc • National commercial banks • New York
Susquehanna Bancshares, Inc., a corporation organized under the laws of the State of Pennsylvania (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 37,500,000 shares of common stock, par value $2.00 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 5,625,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
SUSQUEHANNA CAPITAL II $50,000,000 Aggregate Liquidation Amount 11% Cumulative Trust Preferred Securities, Series II UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2010 • Susquehanna Bancshares Inc • National commercial banks • New York
Susquehanna Capital II, a statutory trust formed under the laws of the State of Delaware (the “Trust”), and Susquehanna Bancshares, Inc., a corporation organized under the laws of the State of Pennsylvania (the “Company”), as depositor of the Trust and as guarantor under the Guarantee (as defined below), propose to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 50,000 11% Cumulative Trust Preferred Securities, Series II, liquidation amount $1,000.00 per security, of the Trust (the “Trust Preferred Securities”). The Trust Preferred Securities are to be issued under an amended and restated trust agreement (the “Trust Agreement”), to be entered into at or before the Closing Date (as defined below), by and among the Company, as sponsor, The Bank of New York Mellon Trust Company, N.A., as property trustee (the “Property Trustee”), BNY Mellon Trust of Delaware, as D
