Exhibit 10.9

                                   RENEWAL OF
                          EMPLOYMENT AGREEMENT BETWEEN

                       Gregory A. Duncan, EVP and COO, AND


                          SUSQUEHANNA BANCSHARES, INC.

     As of Wednesday, January 15, 2003, the employment of Gregory A. Duncan is
hereby deemed to be renewed for three (3) years under the terms and conditions
per the Employment Agreement dated March 12, 2001 (but effective as of February
28, 2001), as amended.

     The base salary as per Section 4.1 will be $286,000 per year.

                                             SUSQUEHANNA BANCSHARES, INC.
Attest:


/s/ Lisa M. Cavage                           By: /s/ Edward Balderston, Jr.
- ------------------                               --------------------------
Secretary                                    Edward Balderston, Jr.
Lisa M. Cavage                               SVP & Group Executive


[SEAL]



                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     The Employment Agreement effective as of February 28, 2001, and amended by
the First Amendment to Employment Agreement dated January 18, 2002, by and
between SUSQUEHANNA BANCSHARES, INC., a Pennsylvania corporation organized as a
financial holding company under the Bank Holding Company Act of 1956, as amended
(the "Company"), and GREGORY A. DUNCAN, an adult individual whose principal
residence is at 1046 Hunters Path, Lancaster, Pennsylvania 17601 (the
"Employee"), is hereby amended as follows:

     1. Subparagraph 10.5(b) is amended to read in its entirety as follows:

     "(b) all other employee benefits to which the Employee would have been
entitled under paragraph 7 hereof if he had remained in the employ of the
Company for the remainder of the Period of Employment. However, to the extent
that such employee benefits are provided by insurance companies and other
vendors not affiliated with the Company, the obligation of the Company to
provide such employee benefits shall not exceed that to which the Employee would
be entitled under the contracts in force between the Company and such vendors at
the time of the event of termination under this subparagraph 10.5."

     As so amended, said Employment Agreement is hereby confirmed, with the
intent to be legally bound, this 22nd day of January, 2003.

                                             SUSQUEHANNA BANCSHARES, INC.

Attest: /s/ Lisa M. Cavage                   By: /s/ William J. Reuter
        ------------------                       ---------------------
Secretary                                    Name: William J. Reuter
                                             Title: President and CEO


                                             EMPLOYEE

Witness:


/s/ Edward Balderston, Jr.                   /s/ Gregory A. Duncan
- --------------------------                   ---------------------
Name: Edward Balderston, Jr.                 Gregory A. Duncan