[LOGO] SUSQUEHANNA BANCSHARES, INC.

P.O. Box 1000
26 North Cedar Street
Lititz, PA 17543-1000

NEWS

FOR ADDITIONAL INFORMATION CONTACT:

Alison van Harskamp, Vice President and Director of Communications
Susquehanna Bancshares, Inc., (717) 625-6260, communications@susqbanc.com

Susquehanna Bancshares, Inc. Announces Private
Placement of $75 Million of Subordinated Notes

FOR IMMEDIATE RELEASE:  LITITZ, PA, November 5, 2002:
- -----------------------------------------------------

Susquehanna Bancshares, Inc. ("Susquehanna") (NASDAQ: SUSQ -news) announced
today the completion on November 4, 2002 of a private placement of $75 million
aggregate principal amount of 6.05% Subordinated Notes due November 1, 2012. The
offering was made through initial purchasers to qualified institutional buyers
under Rule 144A of the Securities Act of 1933, as amended (the "Securities
Act"). The notes rank equally with Susquehanna's other subordinated indebtedness
and are junior to the company's senior indebtedness.

Susquehanna expects to use the net proceeds of the offering to repay $50 million
of maturing long-term senior indebtedness in 2003, and for general corporate
purposes.

The notes have not been registered under the Securities Act, or any state
securities laws. Unless so registered, the notes may not be offered or sold in
the United States absent an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any applicable state
securities laws. In connection with the sale of the 6.05% Subordinated Notes,
Susquehanna has agreed to subsequently file a registration statement under the
Securities Act in order to effect an exchange offer of the unregistered
subordinated notes for registered subordinated notes.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of these securities, nor will there be any sale of the notes
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

Susquehanna is a financial holding company with assets of $5.4 billion operating
in multiple states. It provides financial services through its subsidiaries at
157 locations in the mid-Atlantic region. In addition to eight commercial banks,
Susquehanna operates a trust and investment company, an asset management
company, a property and casualty insurance brokerage company and a vehicle
leasing company. Investor information may be requested on Susquehanna's Web site
at www.susqbanc.com.
   -----------------

This press release contains "forward-looking" statements as defined in the
Private Securities Litigation Reform Act of 1995, including statements regarding
the use of proceeds from the offering and Susquehanna's ability to consummate an
exchange offer. These statements are not historical facts or guarantees of
future performance, events or results. Such statements are based on
Susquehanna's current expectations about future events and involve potential
risks and uncertainties, including adverse changes in the

                                     -more-