**Exhibit 99.2**

**LAKELAND BANCORP, INC.**

**Certification of Chief Financial Officer**

**Pursuant to Section 111(b)(4) of the**

**Emergency Economic Stabilization Act of 2008**

I, Joseph F. Hurley,certify, based on my knowledge, that: 

(i) The compensation committee of Lakeland Bancorp, Inc. has discussed, reviewed, andevaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (“SEO”) compensation plans and employee compensation plans andthe risks these plans pose to Lakeland Bancorp, Inc.; 

(ii) The compensation committee of Lakeland Bancorp, Inc. hasidentified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value ofLakeland Bancorp, Inc. and has identified any features of the employee compensation plans that pose risks to Lakeland Bancorp, Inc. and has limited those features to ensure that Lakeland Bancorp, Inc. is not unnecessarily exposed to risks;

(iii) The compensation committee has reviewed, at least every six months during any part of the most recently completedfiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Lakeland Bancorp, Inc. to enhance the compensation of an employee,and has limited any such features; 

(iv) The compensation committee of Lakeland Bancorp, Inc. will certify to the reviews ofthe SEO compensation plans and employee compensation plans required under (i) and (iii) above; 

(v) The compensationcommittee of Lakeland Bancorp, Inc. will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in: 

(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Lakeland Bancorp,Inc.; 

(B) Employee compensation plans that unnecessarily expose Lakeland Bancorp, Inc. to risks; and 

(C) Employee compensation plans that could encourage the manipulation of reported earnings of Lakeland Bancorp, Inc. to enhance thecompensation of an employee; 

(vi) Lakeland Bancorp, Inc. has required that bonus payments to SEOs or any of the next twentymost highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), be subject to a recovery or “clawback” provision during any part of the most recently completed fiscalyear that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; 

(vii) Lakeland Bancorp, Inc. has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highlycompensated employees during any part of the most recently completed fiscal year that was a TARP period; 

(viii) LakelandBancorp, Inc. has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;

(ix) Lakeland Bancorp, Inc. and its employees have complied with the excessive or luxury expenditures policy, as defined inthe regulations and guidance established under section 111 of EESA, during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, acommittee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved; 

(x) Lakeland Bancorp, Inc. will permit a non-binding shareholder resolution in compliancewith any applicable federal securities rules and regulations on the disclosures provided under the federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;

(xi) Lakeland Bancorp, Inc. will disclose the amount, nature, and justification for the offering, during any part of the mostrecently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus paymentlimitations identified in paragraph (viii); 

(xii) Lakeland Bancorp, Inc. will disclose whether Lakeland Bancorp, Inc., theboard of directors of Lakeland Bancorp, Inc., or the compensation committee of Lakeland Bancorp, Inc. has engaged during any part of the most recently completed fiscal year that was a TARP period a compensation consultant; and the services thecompensation consultant or any affiliate of the compensation consultant provided during this period; 

(xiii) Lakeland Bancorp,Inc. has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completedfiscal year that was a TARP period; 

(xiv) Lakeland Bancorp, Inc. has substantially complied with all other requirementsrelated to employee compensation that are provided in the agreement between Lakeland Bancorp, Inc. and Treasury, including any amendments; 

(xv) Lakeland Bancorp, Inc. has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs rankedin descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and 

(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 U.S.C. 1001.)

Dated: March 16, 2011 
/s/    JOSEPH F.HURLEY        **Joseph F. Hurley****Executive Vice President and Chief Financial Officer**