Filed by Susquehanna Bancshares, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Community Banks, Inc.
Commission File No.: 001-11663
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 2 Agenda Agenda Welcome and Introductions Eddie Dunklebarger, Chairman, President & CEO, Community Banks, Inc. Susquehanna Bancshares, Inc. Overview William J. Reuter, Chairman, President & CEO, Susquehanna Bancshares, Inc. Susquehanna Bank PA Overview Gregory A. Duncan, President & CEO, Susquehanna Bank PA Susquehanna Bancshares Human Resources Overview Edward Balderston, Jr., Executive Vice President, Chief Administrative Officer Closing Eddie Dunklebarger, Chairman, President & CEO, Community Banks, Inc. |
 William J. Reuter William J. Reuter Chairman, President & Chief Executive Officer Susquehanna Bancshares, Inc. |
 4 Susquehanna Profile Susquehanna Profile A financial services holding company Headquartered in Lititz, Pa. (Lancaster County) $8.2 billion in assets Approximately 2,400 employees 3 commercial banks Over 160 locations in PA, NJ, MD, WV Asset management company Trust and investment company Auto leasing company Commercial finance company Property and casualty insurance/employee benefits company |
 5 Publicly Traded Corporation Publicly Traded Corporation Listed on Nasdaq Stock Market Stock symbol: SUSQ Approximately $1.1 billion market capitalization Federal Reserve Bank of Philadelphia Securities & Exchange Commission regulations Provide information to investors consistently & simultaneously Maintain confidentiality of non-public information |
 6 Creating Shareholder Value Creating Shareholder Value Historical results presented in the chart do not necessarily indicate future performance. 0% 150% 300% 450% 600% 750% 900% 1050% 1200% Total Dividend Yield Total Market Value Appreciation 14% Compounded Annual Return 1,309% Increase in Shareholder Value (December 1982 – 2006) 750% 409% |
 7 Mission Statement Mission Statement To provide financial services of value to customers and communities throughout Pennsylvania, Maryland, New Jersey, Delaware, Virginia and West Virginia at prices that are fair and competitive, resulting in a superior return for our shareholders. |
 8 Vision Statement Vision Statement People are our most valuable asset Customers are our highest priority Information is our competitive edge Performance is our key to winning |
 9 Susquehanna Bancshares Susquehanna Bancshares Loan Operations Hagerstown, Md. Corporate Headquarters Lititz, Pa. |
 10 Three Commercial Banks Three Commercial Banks Susquehanna Patriot Bank HQ in Marlton, N.J. 51 branches in New Jersey and Pennsylvania Susquehanna Bank PA HQ in Lancaster, PA 55 branches in central Pennsylvania Susquehanna Bank HQ in Hagerstown, MD 57 branches in Maryland, West Virginia and Pennsylvania |
 11 Three Bank Territories After CommunityBanks Acquisition Three Bank Territories After CommunityBanks Acquisition |
 12 Susquehanna Wealth Management Susquehanna Wealth Management Investment Management Trust and Private Client Services Brokerage Services Insurance Services Retirement Plan Services |
 13 Non-Bank Business Lines Non-Bank Business Lines Insurance The Addis Group, Inc. Commercial Leasing Susquehanna Commercial Finance Mortgage Susquehanna Mortgage Corp. Auto Leasing Hann Financial Service Corp. |
 14 Additions to Susquehanna Leadership Additions to Susquehanna Leadership Eddie Dunklebarger, Chairman, President and CEO of Community Banks, Inc. will become Vice Chair and a Director for Susquehanna Bancshares, Inc. and Susquehanna Bank PA Jeffrey Seibert, EVP, Managing Director of Banks for CommunityBanks, will become Chief Operating Officer for Susquehanna Bank PA |
 Gregory A. Duncan Gregory A. Duncan President & Chief Executive Officer Susquehanna Bank PA |
 16 Susquehanna & Community Branches Susquehanna & Community Branches |
 Edward Balderston, Jr. Edward Balderston, Jr. EVP & Chief Administrative Officer Susquehanna Bancshares, Inc. |
 18 Human Resources Human Resources Susquehanna will use original hire dates and service dates to determine benefits, including: Paid Time Off Pension vesting 401(k) vesting Service awards Benefits meetings to be scheduled |
 19 Employee Benefits Employee Benefits Medical 2-tier, preferred provider organization (PPO), one a HDHP(HSA qualifying), with Capital Blue Cross Prescription program with Express Scripts Dental Voluntary program with United Concordia Flexible spending accounts Medical care with FlexAmerica Dependent care with FlexAmerica Vision discount program with NVA Health Savings Account (HSA) Wells Fargo is the administrator Must be matched with the HDHP |
 20 Employee Benefits Employee Benefits Life Insurance with Hartford Basic life at no cost to employee Supplemental and dependent life options available Disability Insurance with Hartford Voluntary short-term disability Company-paid long-term disability |
 21 Employee Benefits Employee Benefits 401(k) Cash balance pension plan Combined quarterly 401(k) and cash balance statement |
 22 Employee Benefits Employee Benefits Employee stock purchase plan Employee assistance plan Life Management Associates Work/life referral services Carebridge Service award recognition program STAR awards Stars on the Susquehanna awards |
 23 Staffing Process Staffing Process Identify structure Identify impacted areas Provide impacted employees 3 months notice Severance policy Placement process Internal placement Career continuation services |
 24 Career Continuation Services Career Continuation Services On-site job search training/resume writing On-site job fairs with local employers Career assessment tools One-on-one counseling services |
 25 Notice to Community Banks Shareholders Notice to Community Banks Shareholders The proposed acquisition by Susquehanna of Community Banks will be effected pursuant to a merger of Community Banks into Susquehanna Bancshares, Inc. Susquehanna will file a registration statement on Form S-4 containing a proxy statement addressed to Community Banks’ shareholders and a prospectus for the Susquehanna stock to be offered in the merger with the Securities and Exchange Commission (the “SEC”). A definitive proxy statement will be sent to Community Banks’ shareholders seeking their approval of the merger. Community Banks’ shareholders are urged to read the registration statement carefully when it becomes available, because it will contain important information about the merger. Community Banks’ shareholders may obtain a free copy of the registration statement, when it becomes available, and other documents filed with, or furnished to, the SEC by Susquehanna at the SEC’s website at http://www.sec.gov. Copies of the registration statement and other documents filed by Susquehanna with the SEC may also be obtained for free from Susquehanna by directing a written request to Susquehanna Bancshares, Inc., 26 North Cedar Street, Lititz, PA 17543, Attention: Abram G. Koser, Vice President – Investor Relations. |
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