SUSQUEHANNA BANCSHARES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As Amended and Restated Effective January 1, 2009)

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Title: SUSQUEHANNA BANCSHARES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As Amended and Restated Effective January 1, 2009)
Governing Law: Pennsylvania Date: 3/2/2009
Industry: Regional Banks Sector: Financial

Exhibit 10.22

SUSQUEHANNA BANCSHARES, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated

Effective January 1, 2009)

TABLE OF CONTENTS


ARTICLE I. DEFINITIONS		2

Section 1.01	Accrued Benefit	2

Section 1.02	Actuarial Equivalent	2

Section 1.03	Annuity Starting Date	2

Section 1.04	Beneficiary	2

Section 1.05	Board	2

Section 1.06	Code	2

Section 1.07	Committee	2

Section 1.08	Deferred Retirement Benefit	2

Section 1.09	Early Retirement Date	3

Section 1.10	Effective Date	3

Section 1.11	Employee	3

Section 1.12	Employer	3

Section 1.13	ERISA	3

Section 1.14	Normal Retirement Age	3

Section 1.15	Normal Retirement Date	3

Section 1.16	Participant	3

Section 1.17	Participating Employer	3

Section 1.18	Plan	4

Section 1.19	Plan Year	4

Section 1.20	Qualified Plan	4

Section 1.21	Qualified Plan Accrued Benefit	4

Section 1.22	Sponsor	4

Section 1.23	Year of Service	4

ARTICLE II. PARTICIPATION		5

Section 2.01	Participation	5

ARTICLE III. BENEFITS		6

Section 3.01	Normal Retirement Benefit	6

Section 3.02	Deferred Retirement Benefit	6

Section 3.03	Early Retirement Benefit	6

Section 3.04	Death Benefit	6



Section 3.05	Deferred Vested Benefit	6

Section 3.06	Minimum Benefit	7

ARTICLE IV. VESTING		8

Section 4.01	Vesting Years of Service or Normal Retirement Age	8

Section 4.02	Forfeiture	8

ARTICLE V. PAYMENT OF BENEFITS		9

Section 5.01	Benefit payments for Plan Years beginning before January 1, 2009	9

Section 5.02	Benefits commencing on or after January 1, 2009	9

Section 5.03	Forms of Payment	10

Section 5.04	Death benefits for Plan Years on or after January 1, 2009	11

Section 5.05	Small Benefits	11

ARTICLE VI. ADMINISTRATION		12

Section 6.01	Administration	12

Section 6.02	Claims for Benefits	12

Section 6.03	Review of Claims	12

ARTICLE VII. MISCELLANEOUS		13

Section 7.01	No Contract of Employment	13

Section 7.02	Funding	13

Section 7.03	Liability of Employer	13

Section 7.04	Termination of Participation by Participating Employer	13

Section 7.05	Notices, Data	14

Section 7.06	Choice of Law	14

Section 7.07	Binding Effect	14

Section 7.08	Non-alienation	14

Section 7.09	Incapacity	14

Section 7.10	Amendment or Termination	15

Section 7.11	Other Plans	15

Section 7.12	Integrated Agreement	15

Section 7.13	Severability	15

Section 7.14	Withholding	15

Section 7.15	Construction	16

APPENDIX A LIST OF PARTICIPANTS		18


APPENDIX B MINIMUM BENEFIT PARTICIPANTS				19

2003 SERP PARTICIPANTS				20

CASH BALANCE MAKE UP SERP 2004 PARTICIPANTS APPROVED SBI BOARD 1/21/04				20

iii

PREAMBLE

Susquehanna Bancshares, Inc. (the “Employer”) wishing to provide retirement benefits to selected executives in excess of the benefits that they are permitted to accrue under the Susquehanna Bancshares, Inc. Cash Balance Plan due to the limitations of Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”), and to recognize their service with the Employer, established the Susquehanna Bancshares, Inc. Supplemental Executive Retirement Plan (“Plan”) effective January 1, 1994. The Plan was amended and restated effective January 1, 1998. The Employer hereby amends the Plan effective January 1, 2009, to comply with the requirements of the American Jobs Creation Act of 2004 (“AJCA”), which added Section 409A to the Code and the regulations issued pursuant thereto. This Plan is intended to constituted an unfunded plan for the benefit of a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

ARTICLE I. - DEFINITIONS

Section 1.01 Accrued Benefit.

The benefit to which a Participant is entitled under Section 5.01, expressed in the form of a single life annuity beginning at the Participant’s Normal Retirement Date.

Section 1.02 Actuarial Equivalent.

A benefit of equivalent value as determined using the actuarial assumptions set forth in the Qualified Plan.

Section 1.03 Annuity Starting Date.

For a benefit payable i

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