0001193125-10-291669 Sample Contracts

SUSQUEHANNA BANCSHARES, INC. AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN FORM OF RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 30th, 2010 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania

This Restricted Stock Agreement (this “Agreement”) is made as of the day of , 2010 (the “Effective Date”) between Susquehanna Bancshares, Inc. (the “Company”) and the Grantee. The Restricted Shares awarded pursuant to this Agreement are subject to the terms set forth herein and in all respects are subject to the terms and provisions of the Amended and Restated Susquehanna Bancshares, Inc. 2005 Equity Compensation Plan (the “Plan”) applicable to Restricted Shares, which terms and provisions are incorporated herein by this reference. Unless the context requires otherwise, the terms defined in the Plan shall have the same meanings herein.

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