ex4_2.htm


    
      

    

    Exhibit
4.2

    


    


    
      
        
          	
                  Certificate #P – A1

                	
                  7,414
      SHARES

                


        

      

    

    


    


    INCORPORATED
PURSUANT TO THE LAWS OF THE STATE OF NEW JERSEY

    


    SOMERSET
HILLS BANCORP

    This
Corporation is authorized to issue 1,000,000 Preferred Shares, with no Par
Value

    


    THIS
CERTIFICATE certifies that, for value received, the United States Department of
the Treasury is the owner of seven thousand four hundred fourteen (7,414) fully
paid and non-assessable shares of Fixed Rate Cumulative Perpetual Preferred
Stock, Series A of the above corporation, transferable only on the books of the
Company by the holder hereof in person or by duly authorized Attorney upon
surrender of this Certificate properly endorsed.

    


    IN
WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed
by its duly authorized officers and to be sealed with the Seal of the
Bank.

    


    


    Dated:
January 16, 2009

    


    


    
      
        
          
            	
                    /s/
      Bette Schmitt

                  	 
      	
                    /s/
      Stewart E. McClure, Jr.

                  
	 
      	 
      	 
      
	
                    Secretary
      or Treasurer

                  	 
      	
                    President

                  


          

        

      

    

    


    


    Corporate
Seal

    


    


    SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO

    RESTRICTIONS.
SEE REVERSE SIDE


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “THE SECURITIES REPRESENTED BY THIS
INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER
SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  EACH PURCHASER OF THE
SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT
BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT
WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS
INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN
EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT
ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.”

    


    


    FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      	 
      	 
      	 
      
	
                                        Please
      Print or Typwrite Name and Address of Assignee

                                      	 
      Please
      Insert Social Security or other Identifying Number of
      Assignee
	 
      	 
      	 
      	 
      	
                                        Shares

                                      
	
                                        represented
      by the within Certificate, and hereby irrevocably constitutes and
      appoints

                                      	 
      	 
      
	 
      	 
      	
                                        Attorney
      to transfer the said shares on the books of the

                                      
	
                                        within-named
      Corporation with full power of substitution in the
    premises.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Dated:

                                  	
                                     

                                  	 
      	
                                     

                                  	 
	
                                    In
      the presence of

                                  	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
                                     

                                  	 
      	 
      	 
      	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    THE SIGNATURE SHOULD 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).