On February 6, 2009, as part of the U.S. Department of the Treasury's (the "Treasury") Troubled Asset Relief Program ("TARP") Capital Purchase Program, Lakeland Bancorp, Inc. (the "Company") entered into a Letter Agreement ("Letter Agreement") and a Securities Purchase Agreement-Standard Terms attached thereto (the "Securities Purchase Agreement") with the Treasury, pursuant to which
(i) the Company issued and sold, and the Treasury purchased, 59,000 shares (the "Preferred Shares") of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share for an aggregate purchase price of $59 million in cash, and (ii) the Company issued to the Treasury a ten-year warrant (the "Warrant") to purchase up to 949,571 shares of the Company's common stock, no par value (the "Common Stock"), at an exercise price of $9.32 per share.

This transaction closed on February 6, 2009 (the "Closing Date"). The issuance and sale of these securities was a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

Cumulative dividends on the Preferred Shares will accrue on the liquidation preference at a rate of 5% per annum for the first five years, and at a rate of 9% per annum thereafter, but will be paid only if, as and when declared by the Company's Board of Directors. The Preferred Shares have no maturity date and rank senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. Subject to the approval of the Board of Governors of the Federal Reserve System, the Preferred Shares are redeemable at the option of the Company at 100% of their liquidation preference, provided that the Preferred Shares may be redeemed prior to the first dividend payment date falling after the third anniversary of the Closing Date (February 15, 2012) only if (i) the Company has raised aggregate gross proceeds in one or more Qualified Equity Offerings in excess of $14,750,000.00 and (ii) the aggregate redemption price does not exceed the aggregate net proceeds from such Qualified Equity Offerings. "Qualified Equity Offering" is defined as the sale for cash by the Company after the Closing Date of shares of preferred stock or common stock that qualify as Tier I capital of the Company under the capital guidelines of the Company's federal banking agency. Thus if the Company raised sufficient net proceeds from the sale of preferred stock or common stock in a public or private offering, it could redeem all of the Preferred Shares. Furthermore, if the Company redeemed the Preferred Shares and the Treasury still owned the Warrant, the Company could repurchase the Warrant from the Treasury for its fair market value. Unless both the holder and the Company agree otherwise, the exercise of the Warrant will be a net exercise (i.e., the holder does not pay cash but gives up shares with a market value at the time of exercise equal to the exercise price, resulting in a net settlement with significantly fewer than the 949,571 shares of Common Stock being issued).

The Treasury may not transfer a portion or portions of the Warrant with respect to, and/or exercise the Warrant for more than one-half of, the 949,571 shares of Common Stock issuable upon exercise of the Warrant, in the aggregate, until the earlier of (i) the date on which the Company has received aggregate gross proceeds of not less than $59 million from one or more Qualified Equity Offerings and (ii) December 31, 2009. In the event the Company completes one or more Qualified Equity Offerings on or prior to December 31, 2009 that result in the Company receiving aggregate gross proceeds of not less than $59 million, the number of the shares of Common Stock underlying the portion of the Warrant then held by the Treasury will be reduced by one-half of the shares of Common Stock originally covered by the Warrant.

The Securities Purchase Agreement, pursuant to which the Preferred Shares and the Warrant were purchased, contains limitations on the payment of dividends on the Common Stock (including with

The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.02.

The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.03.

The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 5.02.

On February 4, 2009, the Company filed with the State of New Jersey a Certificate of Amendment to its Restated Certificate of Incorporation establishing the terms of the Preferred Shares. A copy of the Certificate of Amendment is included as an exhibit to this Form 8-K and is incorporated by reference into this Item 5.03.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit 3.1    The Company's Restated Certificate of Incorporation, dated May 19,
               2005, including the Company's Certificate of Amendment, dated
               February 4, 2009.

Exhibit 4.1    Warrant to Purchase up to 949,571 shares of Common Stock, dated
               February 6, 2009.

Exhibit 10.1   Letter Agreement, dated February 6, 2009, including the Securities
               Purchase Agreement - Standard Terms attached thereto, between the
               Company and the United States Department of the Treasury.

Exhibit 10.2   Form of Waiver, executed by each of Thomas J. Shara, Joseph F. Hurley,
               Robert A. Vandenbergh, Jeffrey J. Buonforte and Louis E. Luddecke.

Exhibit 10.3   Form of Executive Waiver Agreement, executed by each of Thomas J.
               Shara, Joseph F. Hurley, Robert A. Vandenbergh, Jeffrey J. Buonforte
               and Louis E. Luddecke.

Exhibit 99.1   Press Release, dated February 9, 2009.