<PAGE>

--------------------------------------------------------------------------------


                      SHAREHOLDER PROTECTION RIGHTS PLAN

                                  dated as of

                                August 24, 2001

                                    between

                            LAKELAND BANCORP, INC.

                                      and

                         FIRST CITY TRANSFER COMPANY,

                                as Rights Agent


--------------------------------------------------------------------------------

<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
                                           Article I
                                          DEFINITIONS
Section 1.1     Definitions...............................................................     1

                                           Article II
                                           THE RIGHTS

Section 2.1     Summary of Rights.........................................................     6
Section 2.2     Legend on Common Stock Certificates.......................................     6
Section 2.3     Exercise of Rights; Separation of Rights..................................     7
Section 2.4     Adjustments to Exercise Price; Number of Rights...........................     9
Section 2.5     Effective Date of Exercise................................................    10
Section 2.6     Execution, Authentication, Delivery
                  and Dating of Rights Certificates.......................................    10
Section 2.7     Registration, Registration of Transfer and Exchange.......................    10
Section 2.8     Mutilated, Destroyed, Lost and Stolen Rights Certificates.................    11
Section 2.9     Persons Deemed Owners.....................................................    12
Section 2.10    Delivery and Cancellation of Certificates.................................    12
Section 2.11    Agreement of Rights Holders...............................................    12

                                          Article III
                                 ADJUSTMENTS TO THE RIGHTS IN
                                     CERTAIN TRANSACTIONS

Section 3.1     Flip-in...................................................................    13
Section 3.2     Flip-over.................................................................    15

                                           Article IV
                                        THE RIGHTS AGENT

Section 4.1     General...................................................................    15
Section 4.2     Merger or Consolidation or Change of Name of Rights Agent.................    16
Section 4.3     Duties of Rights Agent....................................................    17
Section 4.4     Change of Rights Agent....................................................    18

                                           Article V
                                         MISCELLANEOUS

Section 5.1     Redemption................................................................    19
Section 5.2     Expiration................................................................    19
Section 5.3     Issuance of New Rights Certificates.......................................    19
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                           <C>
Section 5.4     Supplements and Amendments................................................    20
Section 5.5     Fractional Shares.........................................................    20
Section 5.6     Rights of Action..........................................................    20
Section 5.7     Holder of Rights Not Deemed a Shareholder.................................    21
Section 5.8     Notice of Proposed Actions................................................    21
Section 5.9     Notices...................................................................    21
Section 5.10    Suspension of Exercisability..............................................    22
Section 5.11    Costs of Enforcement......................................................    22
Section 5.12    Successors................................................................    22
Section 5.13    Benefits of this Agreement................................................    22
Section 5.14    Determination and Actions by the Board of Directors, etc..................    22
Section 5.15    Descriptive Headings......................................................    23
Section 5.16    Governing Law.............................................................    23
Section 5.17    Counterparts..............................................................    23
Section 5.18    Severability..............................................................    23
</TABLE>
                                   EXHIBITS

Exhibit A - Form of Rights Certificate (Together with Form of
               Election to Exercise)

                                     -ii-
<PAGE>

                      SHAREHOLDER PROTECTION RIGHTS PLAN
                      ----------------------------------

          This SHAREHOLDER PROTECTION RIGHTS PLAN (as amended from time to time,
this "Agreement"), dated as of August 24, 2001, between LAKELAND BANCORP, INC.,
a New Jersey corporation (the "Company"), and FIRST CITY TRANSFER COMPANY, a
Delaware limited partnership, as Rights Agent (the "Rights Agent", which term
shall include any successor Rights Agent hereunder),

                                  WITNESSETH:
                                  ----------

          WHEREAS, the Board has (a) authorized and declared a dividend of one
right ("Right") in respect of each share of Common Stock (as hereinafter
defined) held of record as of the close of business on September 4, 2001 (the
"Record Time") and (b) as provided in Section 2.4, authorized the issuance of
one Right in respect of each share of Common Stock issued after the Record Time
and prior to the Separation Time and, to the extent provided in Section 5.3,
each share of Common Stock issued after the Separation Time;

          WHEREAS, subject to the terms and conditions hereof, each Right
entitles the holder thereof, after the Separation Time, to purchase securities
or assets of the Company (or, in certain cases, securities of certain other
entities) pursuant to the terms and subject to the conditions set forth herein;
and

          WHEREAS, the Company desires to appoint the Rights Agent to act on
behalf of the Company, and the Rights Agent is willing so to act, in connection
with the issuance, transfer, exchange and replacement of Rights Certificates,
the exercise of Rights and other matters referred to herein;

          NOW THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the parties hereby agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

          1.1  Definitions.  For purposes of this Agreement, the following terms
               -----------
have the meanings indicated:

          "Acquiring Person" shall mean any Person who is a Beneficial Owner of
15% or more of the outstanding shares of Common Stock; provided, however, that
                                                       --------  -------
the term "Acquiring Person" shall not include any Person (i) who is the
Beneficial Owner of 15% or more of the outstanding shares of Common Stock on the
date of this Agreement or who shall become the Beneficial Owner of 15% or more
of the outstanding shares of Common Stock solely as a result of an acquisition
by the Company of shares of Common Stock, until such time hereafter as any of
such Persons shall become the Beneficial Owner (other than by means of a stock
dividend or


                                      -1-
<PAGE>

stock split) of additional shares of Common Stock (other than shares of Common
Stock acquired upon the exercise of stock options granted to such Persons as
employees, officers or directors of the Company or any of its Subsidiaries)
constituting two percent (2%) or more of the then outstanding shares of Common
Stock, (ii) who becomes the Beneficial Owner of 15% or more of the outstanding
shares of Common Stock but who acquired Beneficial Ownership of shares of Common
Stock without any plan or intention to seek or affect control of the Company,
if, upon notice by the Company, such Person promptly enters into an irrevocable
commitment with the Company to divest, and thereafter promptly divests (without
exercising or retaining any power, including voting, with respect to such
shares), sufficient shares of Common Stock (or securities convertible into,
exchangeable into or exercisable for Common Stock) so that such Person ceases to
be the Beneficial Owner of the greater of (x) 15% or more of the outstanding
shares of Common Stock or (y) the percentage of the outstanding Common Stock
Beneficially Owned by such Person on the date hereof or (iii) who Beneficially
Owns shares of Common Stock consisting solely of one or more of (A) shares of
Common Stock Beneficially Owned pursuant to the grant or exercise of an option
granted to such Person (an "Option Holder") by the Company in connection with an
agreement to merge with, or acquire, the Company approved by the Board and
entered into prior to a Flip-in Date, (B) shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock)
Beneficially Owned by such Option Holder or its Affiliates or Associates at the
time of grant of such option and (C) shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock) acquired by
Affiliates or Associates of such Option Holder after the time of such grant
which, in the aggregate, amount to less than 1% of the outstanding shares of
Common Stock. In addition, the Company, any wholly-owned Subsidiary of the
Company and any employee stock ownership or other employee benefit plan of the
Company or a wholly-owned Subsidiary of the Company shall not be an Acquiring
Person.

          "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Exchange Act, as such Rule is in
effect on the date of this Agreement.

          "Agreement" shall have the meaning set forth in the Preamble.

          A Person shall be deemed the "Beneficial Owner", and to have
"Beneficial Ownership" of, and to "Beneficially Own", any securities as to which
such Person or any of such Person's Affiliates or Associates is or may be deemed
to be the beneficial owner of pursuant to Rule 13d-3 and 13d-5 under the
Exchange Act, as such Rules are in effect on the date of this Agreement, as well
as any securities as to which such Person or any of such Person's Affiliates or
Associates has the right to become Beneficial Owner (whether such right is
exercisable immediately or only after the passage of time or the occurrence of
conditions) pursuant to any agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights, other rights (other than the
Rights), warrants or options, or otherwise; provided, however, that a Person
                                            --------  -------
shall not be deemed the "Beneficial Owner", or to have "Beneficial Ownership"
of, or to "Beneficially Own", any security (i) solely because such security has
been tendered pursuant to a tender or exchange offer made by such Person or any
of such Person's Affiliates or Associates until such tendered security is
accepted for payment or exchange or (ii) solely because such

                                      -2-
<PAGE>

Person or any of such Person's Affiliates or Associates has or shares the power
to vote or direct the voting of such security pursuant to a revocable proxy
given in response to a public proxy or consent solicitation made to more than
ten holders of shares of a class of stock of the Company registered under
Section 12 of the Exchange Act and pursuant to, and in accordance with, the
applicable rules and regulations under the Exchange Act, except if such power
(or the arrangements relating thereto) is then reportable under Item 6 of
Schedule 13D under the Exchange Act (or any similar provision of a comparable or
successor report). For purposes of this Agreement, in determining the percentage
of the outstanding shares of Common Stock with respect to which a Person is the
Beneficial Owner, all shares as to which such Person is deemed the Beneficial
Owner shall be deemed outstanding.

          "Board" means the Board of Directors of the Company.

          "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in the State of New Jersey are generally
authorized or obligated by law or executive order to close.

          "Close of business" on any given date shall mean 5:00 p.m. eastern
standard time on such date or, if such date is not a Business Day, 5:00 p.m.
eastern standard time on the next succeeding Business Day.

          "Common Stock" shall mean the shares of Common Stock, no par value, of
the Company.

          "Company" shall have the meaning set forth in the Preamble.

          "Election to Exercise" shall have the meaning set forth in Section
2.3(d) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Exchange Ratio" shall have the meaning set forth in Section 3.1(c)
hereof.

          "Exchange Time" shall mean the time at which the right to exercise the
Rights shall terminate pursuant to Section 3.1(c) hereof.

          "Exercise Price" shall mean, as of any date, the price at which a
holder may purchase the securities issuable upon exercise of one whole Right.
Until adjustment thereof in accordance with the terms hereof, the Exercise Price
shall equal $25.00.

          "Expansion Factor" shall have the meaning set forth in Section 2.4(a)
hereof.

          "Expiration Time" shall mean the earliest of (i) the Exchange Time,
(ii) the Redemption Time, (iii) the close of business on the tenth anniversary
of the Record Time and (iv) immediately prior to the effective time of a
consolidation, merger or share exchange of the Company (A) into another
corporation or (B) with another corporation in which the Company is

                                      -3-
<PAGE>

the surviving corporation but Common Stock is converted into cash and/or
securities of another corporation, in either case pursuant to an agreement
entered into by the Company with the approval of the Board prior to a Stock
Acquisition Date.

          "Flip-in Date" shall mean any Stock Acquisition Date.

          "Flip-over Entity," for purposes of Section 3.2, shall mean (i) in the
case of a Flip-over Transaction or Event described in clause (i) of the
definition thereof, the Person issuing any securities into which shares of
Common Stock are being converted or exchanged and, if no such securities are
being issued, the other party to such Flip-over Transaction or Event and (ii) in
the case of a Flip-over Transaction or Event referred to in clause (ii) of the
definition thereof, the Person receiving the greatest portion of the (A) assets
or (B) operating income or cash flow being transferred in such Flip-over
Transaction or Event, provided that in all cases if such Person is a subsidiary
of a corporation, the parent corporation shall be the Flip-over Entity.

          "Flip-over Stock" shall mean the capital stock (or similar equity
interest) with the greatest voting power in respect of the election of directors
(or other persons similarly responsible for direction of the business and
affairs) of the Flip-over Entity.

          "Flip-over Transaction or Event" shall mean a transaction or series of
transactions after a Flip-in Date in which, directly or indirectly, (i) the
Company shall consolidate or merge or participate in a share exchange with any
other Person if, at the time of the consolidation, merger or share exchange or
at the time the Company enters into any agreement with respect to any such
consolidation, merger or share exchange, the Acquiring Person controls the Board
and either (A) any term of or arrangement concerning the treatment of shares of
capital stock in such consolidation, merger or share exchange relating to the
Acquiring Person is not identical to the terms and arrangements relating to
other holders of the Common Stock or (B) the Person with whom the transaction or
series of transactions occurs is the Acquiring Person or an Affiliate or
Associate of the Acquiring Person or (ii) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise transfer)
assets (A) aggregating more than 50% of the assets (measured by either book
value or fair market value) or (B) generating more than 50% of the operating
income of the Company and its Subsidiaries (taken as a whole) to any Person
(other than the Company or one or more of its wholly owned Subsidiaries) or to
two or more Persons which are Affiliates or Associates or otherwise acting in
concert, if, at the time of the entry by the Company (or any such Subsidiary)
into an agreement with respect to such sale or transfer of assets, the Acquiring
Person controls the Board.

          "Market Price" per share of any securities on any date shall mean the
average of the daily closing prices per share of such securities (determined as
described below) on each of the twenty (20) consecutive Trading Days through and
including the Trading Day immediately preceding such date; provided, however,
                                                           --------  -------
that if an event of a type analogous to any of the events described in Section
2.4 hereof shall have caused the closing prices used to determine the Market
Price on any Trading Days during such period of twenty (20) Trading Days not to
be fully comparable with the closing price on such date, each such closing price
so used shall be appropriately adjusted in order to make it fully comparable
with the closing price on such date.

                                      -4-
<PAGE>

The closing price per share of any securities on any date shall be the last
reported sale price, regular way, or, in case no such sale takes place or is
quoted on such date, the average of the closing bid and asked prices, regular
way, for each share of such securities, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange, Inc. or, if the
securities are not listed or admitted to trading on the New York Stock Exchange,
Inc., as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the securities are listed or admitted to trading or, if the securities
are not listed or admitted to trading on any national securities exchange, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System or such other comparable system then in use, or, if on any such
date the securities are not listed or admitted to trading on any national
securities exchange or quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the securities selected by the Board; provided, however, that if on
                                                  --------  -------
any such date the securities are not listed or admitted to trading on a national
securities exchange or traded in the over-the-counter market, the closing price
per share of such securities on such date shall mean the fair value per share of
securities on such date as determined in good faith by the Board, after
consultation with a nationally recognized investment banking firm, and set forth
in a certificate delivered to the Rights Agent.

          "Option Holder" shall have the meaning set forth in the definition of
Acquiring Person.

          "Person" shall mean any individual, firm, partnership, association,
group (as such term is used in Rule 13d-5 under the Securities Exchange Act of
1934, as such Rule is in effect on the date of this Agreement), corporation or
other entity.

          "Record Time" shall have the meaning set forth in the Recitals.

          "Redemption Price" shall mean an amount equal to one mill ($0.001).

          "Redemption Time" shall mean the time at which the right to exercise
the Rights shall terminate pursuant to Section 5.1 hereof.

          "Right" shall have the meaning set forth in the Recitals.

          "Rights Agent" shall have the meaning set forth in the Preamble.

          "Rights Certificate" shall have the meaning set forth in Section
2.3(c) hereof.

          "Rights Register" shall have the meaning set forth in Section 2.7(a)
hereof.

          "Separation Time" shall mean the close of business on the earlier of
(i) the tenth Business Day after the date on which any Person commences a tender
or exchange offer which, if consummated, would result in such Person's becoming
an Acquiring Person and (ii) the Flip-in

                                      -5-
<PAGE>

Date; provided, that if the foregoing results in the Separation Time being prior
      --------
to the Record Time, the Separation Time shall be the Record Time and provided
                                                                     --------
further, that if any tender or exchange offer referred to in clause (i) of this
-------
paragraph is canceled, terminated or otherwise withdrawn prior to the Separation
Time without the purchase of any shares of Common Stock pursuant thereto, such
offer shall be deemed, for purposes of this paragraph, never to have been made.

          "Stock Acquisition Date" shall mean the date of the first public
announcement by the Company (by any means) or by an Acquiring Person (including
by means of filing a Schedule 13D or Schedule 13G under the Securities Exchange
Act of 1934 (or any comparable or successor report or schedule) or an amendment
thereto) that a Person has become an Acquiring Person.

          "Subsidiary" of any specified Person shall mean any corporation or
other entity of which a majority of the voting power of the equity securities or
a majority of the equity interest is Beneficially Owned, directly or indirectly,
by such Person.

          "Trading Day," when used with respect to any securities, shall mean a
day on which the New York Stock Exchange, Inc. is open for the transaction of
business or, if such securities are not listed or admitted to trading on the New
York Stock Exchange, Inc., a day on which the principal national securities
exchange on which such securities are listed or admitted to trading is open for
the transaction of business or, if such securities are not listed or admitted to
trading on any national securities exchange, a Business Day.

                                  ARTICLE II

                                  THE RIGHTS

          2.1  Summary of Rights.  As soon as practicable after the Record Time,
               -----------------
the Company will mail a letter summarizing the terms of the Rights to each
holder of record of Common Stock as of the Record Time, at such holder's address
as shown by the records of the Company.

          2.2  Legend on Common Stock Certificates.  Certificates for the Common
               -----------------------------------
Stock issued after the Record Time but prior to the Separation Time shall
evidence one Right for each share of Common Stock represented thereby and shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:

          Until the Separation Time (as defined in the Rights Plan referred to
          below), this certificate also evidences and entitles the holder hereof
          to certain Rights as set forth in a Rights Plan, dated as of August
          24, 2001 (as such may be amended from time to time, the "Rights
          Plan"), between Lakeland Bancorp, Inc. (the "Company") and First City
          Transfer Company, as Rights Agent, the terms of which are hereby
          incorporated herein by reference and a copy of which is on file at the
          principal executive


                                      -6-
<PAGE>

          offices of the Company. Under certain circumstances, as set forth in
          the Rights Plan, such Rights may be redeemed, may become exercisable
          for securities or assets of the Company or securities of another
          entity, may be exchanged for shares of Common Stock or other
          securities or assets of the Company, may expire, may become void (if
          they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate
          or Associate thereof, as such terms are defined in the Rights Plan, or
          by any transferee of any of the foregoing) or may be evidenced by
          separate certificates and may no longer be evidenced by this
          certificate. The Company will mail or arrange for the mailing of a
          copy of the Rights Plan to the holder of this certificate without
          charge after the receipt of a written request therefor.

Certificates representing shares of Common Stock that are issued and outstanding
at the Record Time shall evidence one Right for each share of Common Stock
evidenced thereby notwithstanding the absence of the foregoing legend.

          2.3  Exercise of Rights; Separation of Rights.
               ----------------------------------------

          (a)  Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment
as herein set forth, each Right will entitle the holder thereof, after the
Separation Time and prior to the Expiration Time, to purchase, for the Exercise
Price, one share of Common Stock.

          (b)  Until the Separation Time, (i) no Right may be exercised and (ii)
each Right will be evidenced by the certificate for the associated share of
Common Stock (together, in the case of certificates issued prior to the Record
Time, with the letter mailed to the record holder thereof pursuant to Section
2.1) and will be transferable only together with, and will be transferred by a
transfer (whether with or without such letter) of, such associated share.

          (c)  Subject to the terms and conditions hereof, after the Separation
Time and prior to the Expiration Time, the Rights (i) may be exercised and (ii)
may be transferred independent of shares of Common Stock.  Promptly following
the Separation Time, the Rights Agent will mail to each holder of record of
Common Stock as of the Separation Time (other than any Person whose Rights have
become void pursuant to Section 3.1(b)), at such holder's address as shown by
the records of the Company (the Company hereby agreeing to furnish copies of
such records to the Rights Agent for this purpose), (x) a certificate (a "Rights
Certificate") in substantially the form of Exhibit A annexed hereto
appropriately completed, representing the number of Rights held by such holder
at the Separation Time and having such marks of identification or designation
and such legends, summaries or endorsements printed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any national
securities exchange or quotation system on which the Rights may from time to
time be listed or traded, or to conform to usage, and (y) a disclosure statement
describing the Rights.

                                      -7-
<PAGE>

          (d)  Subject to the terms and conditions hereof, Rights may be
exercised on any Business Day after the Separation Time and prior to the
Expiration Time by submitting to the Rights Agent the Rights Certificate
evidencing such Rights with an election to exercise (an "Election to Exercise"),
substantially in the form attached to the Rights Certificate, duly completed,
accompanied by payment in cash, or by certified or official bank check or money
order payable to the order of the Company, of a sum equal to the Exercise Price
multiplied by the number of Rights being exercised and a sum sufficient to cover
any transfer tax or charge which may be payable in respect of any transfer
involved in the transfer or delivery of Rights Certificates or the issuance or
delivery of certificates for shares or depositary receipts (or both) in a name
other than that of the holder of the Rights being exercised.

          (e)  Upon receipt of a Rights Certificate, with an Election to
Exercise accompanied by payment as set forth in Section 2.3(d), and subject to
the terms and conditions hereof, the Rights Agent will thereupon promptly (i)(A)
requisition from a transfer agent (which may, but need not, be the Rights Agent)
stock certificates evidencing such number of shares or other securities to be
purchased (the Company hereby irrevocably authorizing its transfer agents to
comply with all such requisitions) and (B) if the Company elects pursuant to
Section 5.5 not to issue certificates representing fractional shares,
requisition from the depositary selected by the Company depositary receipts
representing the fractional shares to be purchased or requisition from the
Company the amount of cash to be paid in lieu of fractional shares in accordance
with Section 5.5 and (ii) after receipt of such certificates, depositary
receipts and/or cash, deliver the same to or upon the order of the registered
holder of such Rights Certificate, registered (in the case of certificates or
depositary receipts) in such name or names as may be designated by such holder.

          (f)  In case the holder of any Rights shall exercise less than all the
Rights evidenced by such holder's Rights Certificate, a new Rights Certificate
evidencing the Rights remaining unexercised will be issued by the Rights Agent
to such holder or to such holder's duly authorized assigns.

          (g)  The Company covenants and agrees that it will (i) take all such
action as may be necessary to ensure that all shares delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Exercise Price), be duly and validly authorized,
executed, issued and delivered and fully paid and nonassessable; (ii) take all
such action as may be necessary to comply with any applicable requirements of
the Securities Act of 1933 or the Exchange Act, and the rules and regulations
promulgated thereunder, and any other applicable law, rule or regulation, in
connection with the issuance of any shares upon exercise of Rights; and (iii)
pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of
the Rights Certificates or of any shares issued upon the exercise of Rights,
provided, that the Company shall not be required to pay any transfer tax or
--------
charge which may be payable in respect of any transfer involved in the transfer
or delivery of Rights Certificates or the issuance or delivery of certificates
for shares in a name other than that of the holder of the Rights being
transferred or exercised.

                                      -8-
<PAGE>

          2.4  Adjustments to Exercise Price; Number of Rights.
               -----------------------------------------------

          (a)  In the event the Company shall at any time after the Record Time
and prior to the Separation Time (i) declare or pay a dividend on Common Stock
payable in Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares of Common
Stock, (x) the Exercise Price in effect after such adjustment will be equal to
the Exercise Price in effect immediately prior to such adjustment divided by the
number of shares of Common Stock (the "Expansion Factor") that a holder of one
share of Common Stock immediately prior to such dividend, subdivision or
combination would hold thereafter as a result thereof and (y) each Right held
prior to such adjustment will become that number of Rights equal to the
Expansion Factor, and the adjusted number of Rights will be deemed to be
distributed among the shares of Common Stock with respect to which the original
Rights were associated (if they remain outstanding) and the shares issued in
respect of such dividend, subdivision or combination, so that each such share of
Common Stock will have exactly one Right associated with it.  Each adjustment
made pursuant to this paragraph shall be made as of the payment or effective
date for the applicable dividend, subdivision or combination.

          In the event the Company shall at any time after the Record Time and
prior to the Separation Time issue any shares of Common Stock otherwise than in
a transaction referred to in the preceding paragraph, each such share of Common
Stock so issued shall automatically have one new Right associated with it, which
Right shall be evidenced by the certificate representing such share.  To the
extent provided in Section 5.3, Rights shall be issued by the Company in respect
of shares of Common Stock that are issued or sold by the Company after the
Separation Time.

          (b)  In the event the Company shall at any time after the Record Time
and prior to the Separation Time issue or distribute any securities or assets in
respect of, in lieu of or in exchange for Common Stock (other than pursuant to a
dividend intended by the Board to represent a regular periodic cash dividend or
a dividend paid solely in Common Stock), whether by dividend, in a
reclassification or recapitalization (including any such transaction involving a
merger, consolidation or share exchange), or otherwise, the Company shall make
such adjustments, if any, in the Exercise Price, number of Rights and/or
securities or other property purchasable upon exercise of Rights as the Board,
in its sole discretion, may deem to be appropriate under the circumstances in
order to adequately protect the interests of the holders of Rights generally,
and the Company and the Rights Agent shall amend this Agreement as necessary to
provide for such adjustments.

          (c)  Each adjustment to the Exercise Price made pursuant to this
Section 2.4 shall be calculated to the nearest cent.  Whenever an adjustment to
the Exercise Price is made pursuant to this Section 2.4, the Company shall (i)
promptly prepare a certificate setting forth such adjustment and a brief
statement of the facts accounting for such adjustment and (ii) promptly file
with the Rights Agent and with each transfer agent for the Common Stock a copy
of such certificate.

                                      -9-
<PAGE>

          (d)  Rights Certificates shall represent the securities purchasable
under the terms of this Agreement, including any adjustment or change in the
securities purchasable upon exercise of the Rights, even though such
certificates may continue to express the securities purchasable at the time of
issuance of the initial Rights Certificates.

          2.5  Effective Date of Exercise.  Each person in whose name any
               --------------------------
certificate for shares is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the shares represented
thereby on the date upon which the Rights Certificate evidencing such Rights was
duly surrendered and payment of the Exercise Price for such Rights (and any
applicable taxes and other governmental charges payable by the exercising holder
hereunder) was made; provided, however, that if the date of such surrender and
                     --------  -------
payment is a date upon which the stock transfer books of the Company are closed,
such person shall be deemed to have become the record holder of such shares on,
and such certificate shall be dated, the next succeeding Business Day on which
the stock transfer books of the Company are open.

          2.6  Execution, Authentication, Delivery and Dating of Rights
               --------------------------------------------------------
Certificates.
------------

          (a)  The Rights Certificates shall be executed on behalf of the
Company by its Chairman of the Board, the President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Rights Certificates may be manual or facsimile.

          Rights Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the countersignature and delivery of such Rights
Certificates.

          Promptly after the Company learns of the Separation Time, the Company
will notify the Rights Agent of such Separation Time and will deliver Rights
Certificates executed by the Company to the Rights Agent for counter-signature,
and, subject to Section 3.1(b), the Rights Agent shall manually countersign and
deliver such Rights Certificates to the holders of the Rights pursuant to
Section 2.3(c) hereof.  No Rights Certificate shall be valid for any purpose
unless manually countersigned by the Rights Agent.

          (b)  Each Rights Certificate shall be dated the date of
countersignature thereof.

          2.7  Registration, Registration of Transfer and Exchange.
               ---------------------------------------------------

          (a)  After the Separation Time, the Company will cause to be kept a
register (the "Rights Register") in which, subject to such reasonable
regulations as it may prescribe, the Company will provide for the registration
and transfer of Rights.  The Rights Agent is hereby appointed "Rights Registrar"
for the purpose of maintaining the Rights Register for the Company and
registering Rights and transfers of Rights after the Separation Time as herein
provided.  In the event that the Rights Agent shall cease to be the Rights
Registrar, the Rights Agent will have the right to examine the Rights Register
at all reasonable times after the Separation Time.

                                      -10-
<PAGE>

          After the Separation Time and prior to the Expiration Time, upon
surrender for registration of transfer or exchange of any Rights Certificate,
and subject to the provisions of Section 2.7(c) and (d), the Company will
execute, and the Rights Agent will countersign and deliver, in the name of the
holder or the designated transferee or transferees, as required pursuant to the
holder's instructions, one or more new Rights Certificates evidencing the same
aggregate number of Rights as did the Rights Certificate so surrendered.

          (b) Except as otherwise provided in Section 3.1(b), all Rights issued
upon any registration of transfer or exchange of Rights Certificates shall be
the valid obligations of the Company, and such Rights shall be entitled to the
same benefits under this Agreement as the Rights surrendered upon such
registration of transfer or exchange.

          (c) Every Rights Certificate surrendered for registration of transfer
or exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in a form satisfactory to the Company or the Rights Agent, as the case
may be, duly executed by the holder thereof or such holder's attorney duly
authorized in writing.  As a condition to the issuance of any new Rights
Certificate under this Section 2.7, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

          (d) The Company shall not be required to register the transfer or
exchange of any Rights after such Rights have become void under Section 3.1(b),
been exchanged under Section 3.1(c) or been redeemed under Section 5.1.

          2.8 Mutilated, Destroyed, Lost and Stolen Rights Certificates.
              ---------------------------------------------------------

          (a) If any mutilated Rights Certificate is surrendered to the Rights
Agent prior to the Expiration Time, then, subject to Sections 3.1(b), 3.1(c) and
5.1, the Company shall execute and the Rights Agent shall countersign and
deliver in exchange therefor a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so surrendered.

          (b) If there shall be delivered to the Company and the Rights Agent
prior to the Expiration Time (i) evidence to their satisfaction of the
destruction, loss or theft of any Rights Certificate and (ii) such security or
indemnity as may be required by them to save each of them and any of their
agents harmless, then, subject to Sections 3.1(b), 3.1(c) and 5.1 and in the
absence of notice to the Company or the Rights Agent that such Rights
Certificate has been acquired by a bona fide purchaser, the Company shall
                                   ---- ----
execute and upon its request the Rights Agent shall countersign and deliver, in
lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights
Certificate evidencing the same number of Rights as did the Rights Certificate
so destroyed, lost or stolen.

          (c) As a condition to the issuance of any new Rights Certificate under
this Section 2.8, the Company may require the payment of a sum sufficient to
cover any tax or other

                                      -11-
<PAGE>

governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Rights Agent) connected
therewith.

          (d)  Every new Rights Certificate issued pursuant to this Section 2.8
in lieu of any destroyed, lost or stolen Rights Certificate shall evidence an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Rights Certificate shall be at any time enforceable by
anyone, and, subject to Section 3.1(b), shall be entitled to all the benefits of
this Agreement equally and proportionately with any and all other Rights duly
issued hereunder.

          2.9  Persons Deemed Owners.  Prior to due presentment of a Rights
               ---------------------
Certificate (or, prior to the Separation Time, the associated Common Stock
certificate) for registration of transfer, the Company, the Rights Agent and any
agent of the Company or the Rights Agent may deem and treat the person in whose
name such Rights Certificate (or, prior to the Separation Time, such Common
Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever, including the payment of the
Redemption Price and neither the Company nor the Rights Agent shall be affected
by any notice to the contrary.  As used in this Agreement, unless the context
otherwise requires, the term "holder" of any Rights shall mean the registered
holder of such Rights (or, prior to the Separation Time, the associated shares
of Common Stock).

          2.10 Delivery and Cancellation of Certificates.  All Rights
               -----------------------------------------
Certificates surrendered upon exercise or for registration of transfer or
exchange shall, if surrendered to any person other than the Rights Agent, be
delivered to the Rights Agent and, in any case, shall be promptly canceled by
the Rights Agent. The Company may at any time deliver to the Rights Agent for
cancellation any Rights Certificates previously countersigned and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Rights Certificates so delivered shall be promptly canceled by the Rights Agent.
No Rights Certificates shall be countersigned in lieu of or in exchange for any
Rights Certificates canceled as provided in this Section 2.10, except as
expressly permitted by this Agreement. The Rights Agent shall destroy all
canceled Rights Certificates and deliver a certificate of destruction to the
Company.

          2.11 Agreement of Rights Holders.  Every holder of Rights by accepting
               ---------------------------
the same consents and agrees with the Company and the Rights Agent and with
every other holder of Rights that:

          (a)  prior to the Separation Time, each Right will be transferable
only together with, and will be transferred by a transfer of, the associated
share of Common Stock;

          (b)  after the Separation Time, the Rights Certificates will be
transferable only on the Rights Register as provided herein;

          (c)  prior to due presentment of a Rights Certificate (or, prior to
the Separation Time, the associated Common Stock certificate) for registration
of transfer, the Company, the Rights Agent and any agent of the Company or the
Rights Agent may deem and

                                      -12-
<PAGE>

treat the person in whose name the Rights Certificate (or, prior to the
Separation Time, the associated Common Stock certificate) is registered as the
absolute owner thereof and of the Rights evidenced thereby for all purposes
whatsoever, and neither the Company nor the Rights Agent nor any agent of the
Company or the Rights Agent shall be affected by any notice to the contrary;

          (d)  Rights Beneficially Owned by certain Persons will, under the
circumstances set forth in Section 3.1(b), become void; and

          (e)  this Agreement may be supplemented or amended from time to time
pursuant to Section 2.4(b) or 5.4 hereof.

                                  ARTICLE III

                         ADJUSTMENTS TO THE RIGHTS IN
                             CERTAIN TRANSACTIONS

          3.1  Flip-in.
               -------

          (a)  In the event that prior to the Expiration Time a Flip-in Date
shall occur, except as provided in this Section 3.1, each Right shall constitute
the right to purchase from the Company, upon exercise thereof in accordance with
the terms hereof (but subject to Section 5.10), that number of shares of Common
Stock having an aggregate Market Price on the Stock Acquisition Date equal to
twice the Exercise Price for an amount in cash equal to the Exercise Price (such
right to be appropriately adjusted in order to protect the interests of the
holders of Rights generally in the event that on or after such Stock Acquisition
Date an event of a type analogous to any of the events described in Section
2.4(a) or (b) shall have occurred with respect to the Common Stock).

          (b)  Notwithstanding the foregoing, any Rights that are or were
Beneficially Owned on or after the Stock Acquisition Date by an Acquiring Person
or an Affiliate or Associate thereof or by any transferee, direct or indirect,
of any of the foregoing shall become void and any holder of such Rights
(including transferees) shall thereafter have no right to exercise or transfer
such Rights under any provision of this Agreement.  If any Rights Certificate is
presented for assignment or exercise and the Person presenting the same will not
complete the certification set forth at the end of the form of assignment or
notice of election to exercise and provide such additional evidence of the
identity of the Beneficial Owner and its Affiliates and Associates (or former
Beneficial Owners and their Affiliates and Associates) as the Company shall
reasonably request, then the Company shall be entitled conclusively to deem the
Beneficial Owner thereof to be an Acquiring Person or an Affiliate or Associate
thereof or a transferee of any of the foregoing and accordingly will deem the
Rights evidenced thereby to be void and not transferable or exercisable.

          (c)  The Board may, at its option, at any time after a Flip-in Date
and prior to the time that an Acquiring Person becomes the Beneficial Owner of
more than 50% of the

                                      -13-
<PAGE>

outstanding shares of Common Stock elect to exchange all (but not less than all)
of the then outstanding Rights (which shall not include Rights that have become
void pursuant to the provisions of Section 3.1(b)) for shares of Common Stock at
an exchange ratio of one share of Common Stock per Right, appropriately adjusted
in order to protect the interests of holders of Rights generally in the event
that after the Separation Time an event of a type analogous to any of the events
described in Section 2.4(a) or (b) shall have occurred with respect to the
Common Stock (such exchange ratio, as adjusted from time to time, being
hereinafter referred to as the "Exchange Ratio").

          Immediately upon the action of the Board electing to exchange the
Rights, without any further action and without any notice, the right to exercise
the Rights will terminate and each Right (other than Rights that have become
void pursuant to Section 3.1(b)) will thereafter represent only the right to
receive a number of shares of Common Stock equal to the Exchange Ratio. Promptly
after the action of the Board electing to exchange the Rights, the Company shall
give notice thereof (specifying the steps to be taken to receive shares of
Common Stock in exchange for Rights) to the Rights Agent and the holders of the
Rights (other than Rights that have become void pursuant to Section 3.1(b))
outstanding immediately prior thereto by mailing such notice in accordance with
Section 5.9.

          Each Person in whose name any certificate for shares is issued upon
the exchange of Rights pursuant to this Section 3.1(c) or Section 3.1(d) shall
for all purposes be deemed to have become the holder of record of the shares
represented thereby on, and such certificate shall be dated, the date upon which
the Rights Certificate evidencing such Rights was duly surrendered and payment
of any applicable taxes and other governmental charges payable by the holder was
made; provided, however, that if the date of such surrender and payment is a
      --------  -------
date upon which the stock transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on which the stock
transfer books of the Company are open.

          (d) Whenever the Company shall become obligated under Section 3.1(a)
or (c) to issue shares of Common Stock upon exercise of or in exchange for
Rights, the provisions of Section 3.1(e) shall be available to the Company if
applicable.

          (e) In the event that there shall not be sufficient treasury shares or
authorized but unissued shares of Common Stock of the Company to permit the
exercise or exchange in full of the Rights in accordance with Section 3.1(a) or
(c), and the Company elects not to, or is otherwise unable to, make the exchange
referred to in Section 3.1(c), the Company shall either (i) call a meeting of
shareholders seeking approval to cause sufficient additional shares to be
authorized (provided that if such approval is not obtained the Company will take
the action specified in clause (ii) of this sentence) or (ii) take such action
as shall be necessary to ensure and provide, to the extent permitted by
applicable law and any agreements or instruments in effect on the Stock
Acquisition Date to which it is a party, that each Right shall thereafter
constitute the right to receive, (x) at the Company's option, either (A) in
return for the Exercise Price, debt or equity securities or other assets (or a
combination thereof) having a fair value equal to twice the Exercise Price, or
(B) without payment of consideration (except as otherwise required by

                                      -14-
<PAGE>

applicable law), debt or equity securities or other assets (or a combination
thereof) having a fair value equal to the Exercise Price, or (y) if the Board
elects to exchange the Rights in accordance with Section 3.1(c), debt or equity
securities or other assets (or a combination thereof) having a fair value equal
to the product of the Market Price of a share of Common Stock on the Flip-in
Date times the Exchange Ratio in effect on the Flip-in Date, where in any case
set forth in (x) or (y) above the fair value of such debt or equity securities
or other assets shall be as determined in good faith by the Board, after
consultation with a nationally recognized investment banking firm.

          3.2  Flip-over.
               ---------

          (a)  Prior to the Expiration Time, the Company shall not enter into
any agreement with respect to, consummate or permit to occur any Flip-over
Transaction or Event unless and until it shall have entered into a supplemental
agreement with the Flip-over Entity, for the benefit of the holders of the
Rights, providing that, upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right to
purchase from the Flip-over Entity, upon exercise thereof in accordance with the
terms hereof, that number of shares of Flip-over Stock of the Flip-over Entity
having an aggregate Market Price on the date of consummation or occurrence of
such Flip-over Transaction or Event equal to twice the Exercise Price for an
amount in cash equal to the Exercise Price (such right to be appropriately
adjusted in order to protect the interests of the holders of Rights generally in
the event that after such date of consummation or occurrence an event of a type
analogous to any of the events described in Section 2.4(a) or (b) shall have
occurred with respect to the Flip-over Stock) and (ii) the Flip-over Entity
shall thereafter be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the obligations and
duties of the Company pursuant to this Agreement. The provisions of this Section
3.2 shall apply to successive Flip-over Transactions or Events.

          (b)  Prior to the Expiration Time, unless the Rights will be redeemed
pursuant to Section 5.1 hereof in connection therewith, the Company shall not
enter into any agreement with respect to, consummate or permit to occur any
Flip-over Transaction or Event if at the time thereof there are any rights,
warrants or securities outstanding or any other arrangements, agreements or
instruments that would eliminate or otherwise diminish in any material respect
the benefits intended to be afforded by this Rights Plan to the holders of
Rights upon consummation of such transaction.

                                  ARTICLE IV

                               THE RIGHTS AGENT

          4.1  General.
               -------

          (a)  The Company hereby appoints the Rights Agent to act as agent for
the Company in accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment. The Company agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and,
from time to time, on demand of the

                                      -15-
<PAGE>

Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the administration and execution of this Agreement and the exercise
and performance of its duties hereunder. The Company also agrees to indemnify
the Rights Agent for, and to hold it harmless against, any loss, liability, or
expense, incurred without negligence, bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted to be done by the Rights
Agent in connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of liability.

          (b)  The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any certificate for
securities purchasable upon exercise of Rights, Rights Certificate, certificate
for other securities of the Company, instrument of assignment or transfer, power
of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper person or persons.

          4.2  Merger or Consolidation or Change of Name of Rights Agent.
               ---------------------------------------------------------

          (a)  Any corporation or other entity into which the Rights Agent or
any successor Rights Agent may be merged or with which it may be consolidated,
or any corporation or other entity resulting from any merger or consolidation to
which the Rights Agent or any successor Rights Agent is a party, or any
corporation or other entity succeeding to the shareholder services business of
the Rights Agent or any successor Rights Agent, will be the successor to the
Rights Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that such
corporation or other entity would be eligible for appointment as a successor
Rights Agent under the provisions of Section 4.4 hereof. In case at the time
such successor Rights Agent succeeds to the agency created by this Agreement any
of the Rights Certificates have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates have not been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in
all such cases such Rights Certificates will have the full force provided in the
Rights Certificates and in this Agreement.

          (b)  In case at any time the name of the Rights Agent is changed and
at such time any of the Rights Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Rights Certificates so countersigned; and in case at that time
any of the Rights Certificates shall not have been countersigned, the Rights
Agent may countersign such Rights Certificates either in its prior name or in
its changed name; and in all such cases such Rights Certificates shall have the
full force provided in the Rights Certificates and in this Agreement.

                                      -16-
<PAGE>

          4.3  Duties of Rights Agent.  The Rights Agent undertakes the duties
               ----------------------
and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:

          (a)  The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel will be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

          (b)  Whenever in the performance of its duties under this Agreement
the Rights Agent deems it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by a person believed by the Rights Agent to
be the Chairman of the Board, the President or any Vice President and by the
Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
of the Company and delivered to the Rights Agent; and such certificate will be
full authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.

          (c)  The Rights Agent will be liable hereunder only for its own
negligence, bad faith or willful misconduct.

          (d)  The Rights Agent will not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the
certificates for securities purchasable upon exercise of Rights or the Rights
Certificates (except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and will be deemed to have been
made by the Company only.

          (e)  The Rights Agent will not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due authorization, execution and delivery hereof by the Rights Agent) or in
respect of the validity or execution of any certificate for securities
purchasable upon exercise of Rights or Rights Certificate (except its
countersignature thereof); nor will it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor will it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void pursuant to
Section 3.1(b) hereof) or any adjustment required under the provisions of
Section 2.4, 3.1 or 3.2 hereof or responsible for the manner, method or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights after
receipt of the certificate contemplated by Section 2.4 describing any such
adjustment); nor will it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
securities purchasable upon exercise of Rights or any Rights or as to whether
any securities purchasable upon exercise of Rights will, when issued, be duly
and validly authorized, executed, issued and delivered and fully paid and
nonassessable.

                                      -17-
<PAGE>

          (f)  The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
person believed by the Rights Agent to be the Chairman of the Board, the
President or any Vice President or the Secretary or any Assistant Secretary or
the Treasurer or any Assistant Treasurer of the Company, and to apply to such
persons for advice or instructions in connection with its duties, and it shall
not be liable for any action taken or suffered by it in good faith in accordance
with instructions of any such person.

          (h)  The Rights Agent and any shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in Common Stock, Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
the Rights Agent under this Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other legal
entity.

          (i)  The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent will not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection
and continued employment thereof.

          4.4  Change of Rights Agent.  The Rights Agent may resign and be
               ----------------------
discharged from its duties under this Agreement upon 90 days' notice (or such
lesser notice as is acceptable to the Company) in writing mailed to the Company
and to each transfer agent of Common Stock by registered or certified mail, and
to the holders of the Rights in accordance with Section 5.9. The Company may
remove the Rights Agent upon 30 days' notice in writing, mailed to the Rights
Agent and to each transfer agent of the Common Stock by registered or certified
mail, and to the holders of the Rights in accordance with Section 5.9. If the
Rights Agent should resign or be removed or otherwise become incapable of
acting, the Company will appoint a successor to the Rights Agent. If the Company
fails to make such appointment within a period of 30 days after such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of any Rights (which
holder shall, with such notice, submit such holder's Rights Certificate for
inspection by the Company), then the holder of any Rights may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be a limited partnership, corporation or other entity organized and doing
business under the laws of the United States or any state of the United States,
in good standing, which is authorized under such laws to exercise the powers of
the Rights Agent contemplated by this

                                      -18-
<PAGE>

Agreement and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000. After appointment, the
successor Rights Agent will be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Company will file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock, and mail a notice thereof in
writing to the holders of the Rights. Failure to give any notice provided for in
this Section 4.4, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.

                                   ARTICLE V

                                 MISCELLANEOUS

          5.1  Redemption.
               ----------

          (a)  The Board may, at its option, at any time prior to the Flip-in
Date, elect to redeem all (but not less than all) of the then outstanding Rights
at the Redemption Price, and the Company, at its option, may pay the Redemption
Price either in cash or shares of Common Stock or other securities of the
Company deemed by the Board, in the exercise of its sole discretion, to be at
least equivalent in value to the Redemption Price.

          (b)  Immediately upon the action of the Board electing to redeem the
Rights (or, if the resolution of the Board electing to redeem the Rights states
that the redemption will not be effective until the occurrence of a specified
future time or event, upon the occurrence of such future time or event), without
any further action and without any notice, the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to receive the
Redemption Price in cash or securities, as determined by the Board.  Promptly
after the Rights are redeemed, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then outstanding Rights by mailing
such notice in accordance with Section 5.9.

          5.2  Expiration.  The Rights and this Agreement shall expire at the
               ----------
Expiration Time and no Person shall have any rights pursuant to this Agreement
or any Right after the Expiration Time, except, if the Rights are exchanged or
redeemed, as provided in Section 3.1 or 5.1 hereof, respectively.

          5.3  Issuance of New Rights Certificates.  Notwithstanding any of the
               -----------------------------------
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Rights Certificates evidencing Rights in such form as
may be approved by the Board to reflect any adjustment or change in the number
or kind or class of shares of stock purchasable

                                      -19-
<PAGE>

upon exercise of Rights made in accordance with the provisions of this
Agreement. In addition, in connection with the issuance or sale of shares of
Common Stock by the Company following the Separation Time and prior to the
Expiration Time pursuant to the terms of securities convertible or redeemable
into shares of Common Stock or to options, in each case issued or granted prior
to, and outstanding at, the Separation Time, the Company shall issue to the
holders of such shares of Common Stock, Rights Certificates representing the
appropriate number of Rights in connection with the issuance or sale of such
shares of Common Stock; provided, however, in each case, (i) no such Rights
                        --------  -------
Certificate shall be issued, if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or to the Person to whom such
Rights Certificates would be issued, (ii) no such Rights Certificates shall be
issued if, and to the extent that, appropriate adjustment shall have otherwise
been made in lieu of the issuance thereof, and (iii) the Company shall have no
obligation to distribute Rights Certificates to any Acquiring Person or
Affiliate or Associate of an Acquiring Person or any transferee of any of the
foregoing.

          5.4  Supplements and Amendments.  The Company and the Rights Agent may
               --------------------------
from time to time supplement or amend this Agreement without the approval of any
holders of Rights (i) prior to the Flip-in Date, to cure any ambiguity or in any
other respect and (ii) on or after the Flip-in Date, to cure any ambiguity or
(A) to correct or supplement any provision contained herein which may be
inconsistent with any other provisions herein or otherwise defective or (B) to
change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable and which shall not materially adversely affect
the interests of the holders of Rights (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person).  The Rights Agent will duly
execute and deliver any supplement or amendment hereto requested by the Company
which satisfies the terms of the preceding sentence.

          5.5  Fractional Shares.  If the Company elects not to issue
               -----------------
certificates representing fractional shares upon exercise or redemption of
Rights, the Company shall, in lieu thereof, in the sole discretion of the Board,
either (a) evidence such fractional shares by depositary receipts issued
pursuant to an appropriate agreement between the Company and a depositary
selected by it, providing that each holder of a depositary receipt shall have
all of the rights, privileges and preferences to which such holder would be
entitled as a beneficial owner of such fractional share, or (b) pay to the
registered holder of such Rights the appropriate fraction of the Market Price
per share in cash.

          5.6  Rights of Action.  Subject to the terms of this Agreement
               ----------------
(including Sections 3.1(b) and 5.14), rights of action in respect of this
Agreement, other than rights of action vested solely in the Rights Agent, are
vested in the respective holders of the Rights; and any holder of any Rights,
without the consent of the Rights Agent or of the holder of any other Rights,
may, on such holder's own behalf and for such holder's own benefit and the
benefit of other holders of Rights, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, such holder's right to exercise such holder's Rights in the manner
provided in such holder's Rights Certificate and in this Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it

                                      -20-
<PAGE>

is specifically acknowledged that the holders of Rights would not have an
adequate remedy at law for any breach of this Agreement and will be entitled to
specific performance of the obligations under, and injunctive relief against
actual or threatened violations of, the obligations of any Person subject to
this Agreement.

          5.7  Holder of Rights Not Deemed a Shareholder.  No holder, as such,
               -----------------------------------------
of any Rights shall be entitled to vote, receive dividends or be deemed for any
purpose the holder of shares or any other securities which may at any time be
issuable on the exercise of such Rights, nor shall anything contained herein or
in any Rights Certificate be construed to confer upon the holder of any Rights,
as such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting shareholders (except as
provided in Section 5.8 hereof), or to receive dividends or subscription rights,
or otherwise, until such Rights shall have been exercised or exchanged in
accordance with the provisions hereof.

          5.8  Notice of Proposed Actions.  In case the Company shall propose
               --------------------------
after the Separation Time and prior to the Expiration Time (i) to effect or
permit a Flip-over Transaction or Event or (ii) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Right, in accordance with Section 5.9 hereof, a
notice of such proposed action, which shall specify the date on which such Flip-
over Transaction or Event, liquidation, dissolution, or winding up is to take
place, and such notice shall be so given at least twenty (20) Business Days
prior to the date of the taking of such proposed action.

          5.9  Notices.  Notices or demands authorized or required by this
               -------
Agreement to be given or made by the Rights Agent or by the holder of any Rights
to or on the Company shall be sufficiently given or made if delivered or sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

                    Lakeland Bancorp, Inc.
                    250 Oak Ridge Road
                    Oak Ridge, New Jersey 07438
                    Attention: Secretary

Any notice or demand authorized or required by this Agreement to be given or
made by the Company or by the holder of any Rights to or on the Rights Agent
shall be sufficiently given or made if delivered or sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing with the
Company) as follows:

                    First City Transfer Company
                    505 Thornall Street, Suite 303
                    Edison, New Jersey 08837
                    Attention: Account Manager

                                      -21-
<PAGE>

Notices or demands authorized or required by this Agreement to be given or made
by the Company or the Rights Agent to or on the holder of any Rights shall be
sufficiently given or made if delivered or sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as it appears
upon the registry books of the Rights Agent or, prior to the Separation Time, on
the registry books of the transfer agent for the Common Stock. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice.

          5.10 Suspension of Exercisability.  To the extent that the Company
               ----------------------------
determines in good faith that some action will or need be taken pursuant to
Section 3.1 or to comply with federal or state securities laws, the Company may
suspend the exercisability of the Rights for a reasonable period in order to
take such action or comply with such laws.  In the event of any such suspension,
the Company shall issue as promptly as practicable a public announcement stating
that the exercisability or exchangeability of the Rights has been temporarily
suspended.  Notice thereof pursuant to Section 5.9 shall not be required.
Failure to give a notice pursuant to the provisions of this Agreement shall not
affect the validity of any action taken hereunder.

          5.11 Costs of Enforcement.  The Company agrees that if the Company or
               --------------------
any other Person the securities of which are purchasable upon exercise of Rights
fails to fulfill any of its obligations pursuant to this Agreement, then the
Company or such Person will reimburse the holder of any Rights for the costs and
expenses (including legal fees) incurred by such holder in actions to enforce
such holder's rights pursuant to any Rights or this Agreement.

          5.12 Successors.  All the covenants and provisions of this Agreement
               ----------
by or for the benefit of the Company or the Rights Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.

          5.13 Benefits of this Agreement.  Nothing in this Agreement shall be
               --------------------------
construed to give to any Person other than the Company, the Rights Agent and the
holders of the Rights any legal or equitable right, remedy or claim under this
Agreement and this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the holders of the Rights.

          5.14 Determination and Actions by the Board of Directors, etc.  The
               ---------------------------------------------------------
Board shall have the exclusive power and authority to administer this Agreement
and to exercise all rights and powers specifically granted to the Board or to
the Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Agreement and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement. All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties, and (y) not subject the Board to any liability to the holders of
the Rights.

                                      -22-
<PAGE>

          5.15 Descriptive Headings.  Descriptive headings appear herein for
               --------------------
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

          5.16 Governing Law.  THIS AGREEMENT AND EACH RIGHT ISSUED HEREUNDER
               -------------
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW JERSEY
AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF SUCH STATE APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY
WITHIN SUCH STATE.

          5.17 Counterparts.  This Agreement may be executed in any number of
               ------------
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

          5.18 Severability.  If any term or provision hereof or the application
               ------------
thereof to any circumstance shall, in any jurisdiction and to any extent, be
invalid or unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable.



                    [This space intentionally left blank.]

                                      -23-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.

                             LAKELAND BANCORP, INC.


                             By: /s/ Roger Bosma
                                ----------------------------------------
                              Name:  Roger Bosma
                              Title: President and Chief Executive Officer


                             FIRST CITY TRANSFER COMPANY


                             By: /s/ Monica A. Tobey
                                ----------------------------------------
                              Name:  Monica A. Tobey
                              Title: Account Manager


                                      -24-
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------


                         [Form of Rights Certificate]


Certificate No. W-                                 _______ Rights


          THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY
          EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS
          SET FORTH IN THE RIGHTS PLAN. RIGHTS BENEFICIALLY OWNED
          BY ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES
          THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS PLAN)
          OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID.


                              Rights Certificate


                            Lakeland Bancorp, Inc.


               This certifies that ____________________, or registered assigns,
is the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Shareholder Protection Rights Plan, dated as of August 24,
2001 (as amended from time to time, the "Rights Plan"), between Lakeland
Bancorp, Inc., a New Jersey corporation (the "Company"), and First City Transfer
Company, a Delaware limited partnership, as Rights Agent (the "Rights Agent",
which term shall include any successor Rights Agent under the Rights Plan), to
purchase from the Company at any time after the Separation Time (as such term is
defined in the Rights Plan) and prior to the close of business on September 4,
2011, one share of Common Stock, no par value (the "Common Stock"), of the
Company (subject to adjustment as provided in the Rights Plan) at the Exercise
Price referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed at the principal
office of the Rights Agent in New York, New York. The Exercise Price shall
initially be $25.00 per Right and shall be subject to adjustment in certain
events as provided in the Rights Plan.

               In certain circumstances described in the Rights Plan, the Rights
evidenced hereby may entitle the registered holder thereof to purchase
securities of an entity other than the Company or securities of the Company
other than Common Stock or assets of the Company, all as provided in the Rights
Plan.

               This Rights Certificate is subject to all of the terms,
provisions and conditions of
<PAGE>

the Rights Plan, which terms, provisions and conditions are hereby incorporated
herein by reference and made a part hereof and to which Rights Plan reference is
hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company
and the holders of the Rights Certificates. Copies of the Rights Plan are on
file at the principal office of the Company and are available without cost upon
written request.

          This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor evidencing an aggregate number of Rights equal to the aggregate number of
Rights evidenced by the Rights Certificate or Rights Certificates surrendered.
If this Rights Certificate shall be exercised in part, the registered holder
shall be entitled to receive, upon surrender hereof, another Rights Certificate
or Rights Certificates for the number of whole Rights not exercised.

          Subject to the provisions of the Rights Plan, each Right evidenced by
this Certificate may be (a) redeemed by the Company under certain circumstances,
at its option, at a redemption price of $0.001 per Right or (b) exchanged by the
Company under certain circumstances, at its option, for one share of Common
Stock per Right (or, in certain cases, other securities or assets of the
Company), subject in each case to adjustment in certain events as provided in
the Rights Plan.

          No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of any
securities which may at any time be issuable on the exercise hereof, nor shall
anything contained in the Rights Plan or herein be construed to confer upon the
holder hereof, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in the Rights Plan), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by this Rights
Certificate shall have been exercised or exchanged as provided in the Rights
Plan.

          This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

                                      -2-
<PAGE>

          WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.

Date:  ____________

ATTEST:                                 LAKELAND BANCORP, INC.


___________________________             By_________________________________
    Secretary

Countersigned:

______________________________________


By____________________________
  Authorized Signature

                                      -3-
<PAGE>

                                    [Form of Reverse Side of Rights Certificate]

                              FORM OF ASSIGNMENT
                              ------------------

               (To be executed by the registered holder if such
             holder desires to transfer this Rights Certificate.)

        FOR VALUE RECEIVED __________________________________________ hereby

sells, assigns and transfers unto ______________________________________________
                                       (Please print name
________________________________________________________________________________
                          and address of transferee)

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______________ Attorney, to
transfer the within Rights Certificate on the books of the within-named Company,
with full power of substitution.
Dated:  _______________, ____

Signature Guaranteed:                  _________________________
                                       Signature
                                       (Signature must correspond to name as
                                       written upon the face of this Rights
                                       Certificate in every particular, without
                                       alteration or enlargement or any change
                                       whatsoever)



        Signatures must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee Medallion program), pursuant to
SEC Rule 17Ad-15.



--------------------------------------------------------------------------------
                           (To be completed if true)

                                      -4-
<PAGE>

The undersigned hereby represents, for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the knowledge of the undersigned, have never been, Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Plan).

                                           _________________________________
                                           Signature

--------------------------------------------------------------------------------

                                    NOTICE
                                    ------

          In the event the certification set forth above is not completed in
connection with a purported assignment, the Company will deem the Beneficial
Owner of the Rights evidenced by the enclosed Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Plan) or a transferee of any of the foregoing and accordingly will deem the
Rights evidenced by such Rights Certificate to be void and not transferable or
exercisable.

                                      -5-
<PAGE>

                                     [To be attached to each Rights Certificate]

                         FORM OF ELECTION TO EXERCISE
                         ----------------------------

                     (To be executed if holder desires to
                       exercise the Rights Certificate.)

TO:  Lakeland Bancorp, Inc.

          The undersigned hereby irrevocably elects to exercise _____ whole
Rights represented by the attached Rights Certificate to purchase the shares of
Common Stock issuable upon the exercise of such Rights and requests that
certificates for such shares be issued in the name of and delivered to:

          ___________________________________
          Name
          Address:

          ___________________________________
          Social Security or Other Taxpayer
          Identification Number:

If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:

          ___________________________________
          Name
          Address:

          ___________________________________
          Social Security or Other Taxpayer
          Identification Number:

Dated:  _______________, ____



Signature Guaranteed:             _________________________
                                  Signature
                                  (Signature must correspond to name as written
                                  upon the face of the attached Rights
                                  Certificate in every particular, without
                                  alteration or enlargement or any change
                                  whatsoever)

                                      -6-
<PAGE>

          Signatures must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee Medallion program), pursuant to
SEC Rule 17Ad-15.


--------------------------------------------------------------------------------
                           (To be completed if true)


          The undersigned hereby represents, for the benefit of all holders of
Rights and shares of Common Stock, that the Rights evidenced by the attached
Rights Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Plan).


                                    _________________________
                                    Signature

--------------------------------------------------------------------------------

                                    NOTICE
                                    ------

          In the event the certification set forth above is not completed in
connection with a purported exercise, the Company will deem the Beneficial Owner
of the Rights evidenced by the attached Rights Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights Plan) or a
transferee of any of the foregoing and accordingly will deem the Rights
evidenced by such Rights Certificate to be void and not transferable or
exercisable.

                                      -7-