$20,000,000

MMCAPS^SM

Lakeland Bancorp Capital Trust IV

PLACEMENT AGREEMENT

New York, New York

May 14, 2007

SANDLER ONEILL & PARTNERS, L.P.

919 Third Avenue

6^th Floor

New York, New York 10022

Ladies and Gentlemen:

Lakeland Bancorp Capital Trust IV (the Trust), a statutory trust organized under the Delaware Statutory Trust Act, 12 Del. C. 3801 et seq. (the Delaware Act), and Lakeland Bancorp, Inc., a New Jersey corporation (the Company and together with the Trust, the Offerors), confirm their agreement (the Agreement) with Sandler ONeill & Partners, L.P., as agent of the Offerors (the Placement Agent), with respect to the issue and sale by the Trust and the placement by the Placement Agent of 20,000 MMCapS^SM (liquidation amount of $1,000 per security) of the Trust having the terms described in Schedule A hereto (the Capital Securities). The Capital Securities will be guaranteed by the Company to the extent provided in the Guarantee Agreement, to be dated as of the Closing Date (as defined in Section 2(a) hereof) (the Guarantee Agreement), between the Company, as guarantor, and Wilmington Trust Company, as guarantee trustee (the Guarantee Trustee), with respect to distributions and payments upon liquidation, redemption and otherwise.

The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the Common Securities), and will be used by the Trust to purchase the relevant portion of the $20,619,000 aggregate principal amount of Fixed/Floating Rate Junior Subordinated Debt Securities due 2037 (the Subordinated Debt Securities) issued by the Company. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Date (the Declaration), among the Company, as sponsor, the Administrators named therein (the Administrators), Wilmington Trust Company, as institutional trustee (the Institutional Trustee), Wilmington Trust Company, as Delaware trustee (the Delaware Trustee), and the holders, from time to time, of undivided beneficial interests in the assets of the Trust. The Subordinated Debt Securities will be issued pursuant to the Indenture, to be dated as of the Closing Date (the Indenture), between the Company and Wilmington Trust Company, as indenture trustee (the Indenture Trustee). The Indenture, the Guarantee Agreement, the Declaration, the DTC Agreement (as defined below), this Agreement and the Subscription Agreement (as defined in Section 2(a) hereof) are hereinafter referred to collectively as the Operative Documents.

On the Closing Date, the Capital Securities will be issued in book-entry only form to Cede & Co. as nominee of The Depository Trust Company (DTC) pursuant to a Letter of Representations, dated no later than the Closing Date (the DTC Agreement), among the Trust and DTC and shall be designated as PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (the NASD) relating to trading in the PORTAL market, unless the Placement Agent shall notify the Company in writing otherwise on or prior to the Closing Date, in which case the Capital Securities will be issued in definitive form in the manner specified pursuant to Section 2 hereof.

SECTION 1. Representations and Warranties.

(a) The Trust and the Company, jointly and severally, represent and warrant to the Placement Agent and Citigroup Global Markets Inc. (or its designee) (the Purchaser) as of the date hereof and as of the Closing Date, and agree with the Placement Agent and the Purchaser, as follows:

(i) Similar Offerings. Within a period of six months before or after the date hereof, the Offerors have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Capital Securities (including any securities of the same or a similar class as the Capital Securities) in a manner that would require the Capital Securities to be registered under the Securities Act of 1933, as amended (the 1933 Act).

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