THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Susquehanna Bancshares, Inc. (SUSQ)

3/31/2006 Proxy Information

Certain directors and executive officers of Susquehanna and our subsidiaries, including certain of our their immediate families and companies in which they are principal owners (more than 10%), were indebted to certain of our banking subsidiaries. All transactions relating to such indebtedness were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. At December 31, 2005, these loans totaled approximately $19 million.

During 2005, the law firms in which directors Hall, Wiest, and Rose are principals received fees for legal services from our affiliates of $120,735, $78,418 and $6,383, respectively.

4/12/2005 Proxy Information

Certain directors and executive officers of Susquehanna and its subsidiaries, including their immediate families and companies in which they are principal owners (more than 10%), were indebted to banking subsidiaries. All these transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. At December 31, 2004, these loans totaled approximately $40.3 million.

During 2004, the law firms in which directors Hall, Rose and Wiest are principals, received fees for legal services from Susquehanna affiliates in amounts which were, with respect to each law firm, less than $120,000 per annum.

4/19/2004 Proxy Information

Certain directors and executive officers of Susquehanna and its subsidiaries, including their immediate families and companies in which they are principal owners (more than 10%), were indebted to banking subsidiaries. All these transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. At December 31, 2003, these loans totaled approximately $48.2 million.

During 2003, the law firms in which directors Hall, Rose and Wiest are principals, received fees for legal services from Susquehanna affiliates in amounts which were, with respect to each law firm, less than $200,000 per annum.

4/14/2003 Proxy Information

Certain directors and executive officers of Susquehanna and its subsidiaries, including their immediate families and companies in which they are principal owners (more than 10%), were indebted to banking subsidiaries. All these transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. At December 31, 2002, these loans totaled approximately $45.4 million.

During 2002, the law firms in which directors Hall, Morgan, Rose and Wiest are principals, received fees for legal services from Susquehanna affiliates in amounts which were less than 5% of their respective firmŐs gross revenues for that year.

In the third quarter of 2000, Boston Service Company, Inc. (t/a Hann Financial Service Corp.), a wholly-owned subsidiary of Susquehanna, entered into a Servicing Agreement with Auto Lenders Liquidation Center, Inc. (ŇAuto LendersÓ) pursuant to which Hann effectively transferred to Auto Lenders all residual value risk of the managed auto lease portfolio originated by Hann, and all residual value risk on any new leases originated over the term of the agreement. Michael J. Wimmer (who is the Chairman of the Board of Directors of Hann and a former member of the Susquehanna Board of Directors) owns 100% of the outstanding equity interest of Auto Lenders. Auto Lenders, which was formed in 1990, is a used vehicle remarketer with three retail locations in New Jersey and access to various wholesale facilities throughout the country. Under this Servicing Agreement, Auto Lenders agreed to purchase the beneficial interest in all vehicles returned by the obligors at the scheduled expiration of the related leases for a purchase price equal to the stated residual value of such vehicles. Further, Hann agreed to set its stated residual values in accordance with the standards approved in advance by Auto Lenders, and Hann agreed to pay to Auto Lenders an upfront fee of $3.1 million in 2000 to cover all the auto leases serviced by Hann which had been originated by Hann prior to the agreement. Hann also agreed to make monthly guaranty payments to Auto Lenders based upon a fixed schedule covering a three-year period. At the end of each year, the Servicing Agreement may be renewed by the mutual agreement of the parties for an additional one-year term, beyond the current three-year term, subject to renegotiation of the payments. Hann periodically obtains competitive quotes from third parties to determine the best remarketing alternative for Hann. The aggregate fees paid by Hann to Auto Lenders under the Servicing Agreement in 2002 were $15.8 million. Under the Servicing Agreement, Auto Lenders retains all residual gains and bears all residual losses with respect to the vehicles. The obligations of Auto Lenders under the Servicing Agreement are secured by a Guaranty dated December 31, 2001, executed by Mr. Wimmer in favor of Hann.

MTW Realty, L.L.C., a company also wholly-owned by Mr. Wimmer and his immediate family, also received rental fees of $15,000 and $10,000 per month from Hann for leased office space located in Jamesburg and Williamstown, New Jersey, respectively. The Jamesburg and Williamstown leases both were executed on February 1, 2000 and have 15 year terms (cancelable at HannŐs option at the end of tenth year upon one yearŐs prior notice). The leases both also provide for rental adjustments based on the Consumer Price Index every five years.