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Susquehanna Bancshares, Inc. Announces Senior Notes Offering

Susquehanna Bancshares, Inc. (“Susquehanna”) (NASDAQ: SUSQ) announced today that it has commenced a public offering of $150 million aggregate principal amount of senior notes due 2022.

Susquehanna expects to use the net proceeds from the offering, along with available cash: (i) to cause the redemption of all of the outstanding 9.375% Capital Securities, Series I, having an aggregate liquidation amount of approximately $125 million issued in December 2007 by Susquehanna Capital I, an affiliated Delaware statutory trust, (ii) to cause the redemption of all of the outstanding 11% Cumulative Trust Preferred Securities, Series II, maturing in March 2040 and having an aggregate liquidation amount of approximately $50 million issued in March 2010 by Susquehanna Capital II, another affiliated Delaware statutory trust, (iii) to fund a redemption of certain subordinated notes having an aggregate principal amount of approximately $21 million originally issued by Tower Bancorp, Inc. that Susquehanna acquired in February 2012, and (iv) for general corporate purposes.

J.P. Morgan Securities LLC will act as sole book-running manager for the offering, Jefferies & Company, Inc. will act as lead manager for the offering, and Keefe, Bruyette & Woods, Inc. will act as co-manager for the offering. A registration statement relating to the notes has been filed with the Securities and Exchange Commission and has become effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The notes offering may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained by contacting J.P. Morgan Securities LLC at (212) 834-4533.

Forward-Looking Statements

This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: ineffectiveness of Susquehanna’s business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; inability to achieve merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in Susquehanna’s filings with the Securities and Exchange Commission. Susquehanna encourages readers of this release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Forward-looking statements speak only as of the date they are made. Susquehanna does not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law.

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