X0303 4 2010-01-26 0000846901 LAKELAND BANCORP INC LBAI 0001314720 Matteson Timothy J C/O LAKELAND BANCORP, INC. 250 OAK RIDGE ROAD OAK RIDGE NJ 07438 0 1 0 0 SVP and General Counsel Common Stock 2010-01-26 4 A 0 4631 0 A 7657 D Reference is made to shares of restricted stock awarded under the Lakeland Bancorp Inc. 2009 Equity Compensation Program ("Plan"). Subject to vesting and transferability requirements and restrictions under the Emergency Economic Stabilization Act of 2008 (?EESA?), as amended by the American Recovery and Reinvestment Act of 2009 (?ARRA?), the Interim Final Rule promulgated by the U.S. Department of Treasury on June 15, 2009, as may be further amended, and the Plan, the shares of the restricted stock shall vest as follows: 45% on January 26, 2012, 45% on January 26, 2013, with the remaining 10% on the later of January 26, 2015 or the date on which the Company repays the Capital Purchase Program investment. Includes 2,625 shares subject to restricted stock award that has not yet vested. Harry Cooper POA 2010-01-28