0001193125-07-118487 Sample Contracts

GUARANTEE AGREEMENT LAKELAND BANCORP, INC. Dated as of May 16, 2007
Guarantee Agreement • May 18th, 2007 • Lakeland Bancorp Inc • State commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 16, 2007, is executed and delivered by Lakeland Bancorp, Inc., a bank holding company incorporated in the State of New Jersey (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Lakeland Bancorp Capital Trust IV, a Delaware statutory trust (the “Issuer”).

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Lakeland Bancorp Capital Trust IV PLACEMENT AGREEMENT
Placement Agreement • May 18th, 2007 • Lakeland Bancorp Inc • State commercial banks • New York

Pursuant to Section 5(d) of the Placement Agreement, counsel to the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee shall deliver an opinion in substantially the following form:

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