Attached files

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EX-32 - SECTION 302 CEO AND CFO CERTIFICATION - SUSQUEHANNA BANCSHARES INCdex32.htm
EX-23 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - SUSQUEHANNA BANCSHARES INCdex23.htm
EX-21 - SUBSIDIARIES OF THE REGISTRANT - SUSQUEHANNA BANCSHARES INCdex21.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - SUSQUEHANNA BANCSHARES INCdex311.htm
EX-99.2 - PRINCIPAL FINANCIAL OFFICER CERTIFICATION - SUSQUEHANNA BANCSHARES INCdex992.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - SUSQUEHANNA BANCSHARES INCdex312.htm
EX-10.19 - RECOUPMENT POLICY - SUSQUEHANNA BANCSHARES INCdex1019.htm
EX-10.38 - ELEVENTH AMENDMENT TO THE 2002 AMENDED SERVICING AGREEMENT - SUSQUEHANNA BANCSHARES INCdex1038.htm
EX-10.18 - FORM OF NOTICE TO EXECUTIVES - SUSQUEHANNA BANCSHARES INCdex1018.htm
10-K - SUSQUEHANNA BANCSHARES INC--FORM 10-K - SUSQUEHANNA BANCSHARES INCd10k.htm

Exhibit 99.1

 

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

 

I, William J. Reuter, certify, based on my knowledge, that:

 

(i) The Compensation Committee (the “Compensation Committee”) of Susquehanna Bancshares, Inc. (the “Company”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during the period beginning on June 15, 2009 and ending on December 31, 2009, senior executive officer (“SEO”) compensation plans and employee compensation plans and the risks these plans pose to the Company;

 

(ii) The Compensation Committee has identified and limited during any part of the period beginning on June 15, 2009 and ending on December 31, 2009, any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company and has identified any features of the employee compensation plans that pose risks to the Company and has limited those features to ensure that the Company is not unnecessarily exposed to risks;

 

(iii) The Compensation Committee has reviewed at least every six months during the period beginning on June 15, 2009 and ending on December 31, 2009, the terms of each employee compensation plan and identified the features of the plan that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee and has limited such features;

 

(iv) The Compensation Committee will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (ii) above;

 

(v) The Compensation Committee will provide a narrative description of how it limited during any part of the most recently completed fiscal year that included a TARP period the features in:

 

  (A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company;

 

  (B) Employee compensation plans that unnecessarily expose the Company to risks; and

 

  (C) Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee;

 

(vi) The Company has required that bonus payments as defined in the regulations and guidance under section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) (“bonus payments”) of the SEOs and twenty next most highly compensated employees be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;

 

(vii) The Company has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the period beginning on June 15, 2009 and ending on December 31, 2009;

 

(viii) The Company has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during the period beginning on June 15, 2009 and ending on December 31, 2009;

 

(ix) The Company and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA during the period


beginning on June 15, 2009 and ending on December 31, 2009; and any expenses that, pursuant to the policy, required approval of the Board of Directors, a committee of the Board of Directors, an SEO or an executive officer with a similar level of responsibility were properly approved;

 

(x) The Company will permit a non-biding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during the period beginning on June 15, 2009 and ending on December 31, 2009;

 

(xi) The Company will disclose the amount, nature, and justification for the offering, during the period beginning on June 15, 2009 and ending on December 31, 2009, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);

 

(xii) The Company will disclose whether the Company, the Board of Directors, or the Compensation Committee has engaged, during the period beginning on June 15, 2009 and ending on December 31, 2009, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;

 

(xiii) The Company has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the period beginning on June 15, 2009 and ending on December 31, 2009;

 

(xiv) The Company has substantially complied with all other requirements related to employee compensation that are provided in the agreement between the Company and Treasury, including any amendments:

 

(xv) The Company has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and

 

(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.

 

February 26, 2010   PRINCIPAL EXECUTIVE OFFICER
 

/s/ William J. Reuter

  William J. Reuter