ex4-1.htm


    Exhibit
4.1

     

    
      	
              Certificate
      #P – A1

            	 
      	
              10,000
      SHARES

            


    

     

    INCORPORATED
PURSUANT TO THE LAWS OF THE STATE OF NEW JERSEY

     

    STEWARDSHIP
FINANCIAL CORPORATION

    This
Corporation is authorized to issue 2,500,000 Preferred Shares,  with no par
value

     

    THIS
CERTIFICATE certifies that, for value received, the United States Department of
the Treasury is the owner of ten thousand (10,000) fully paid and non-assessable
shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par
value, 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 30, 2009

     

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Secretary
      or Asst 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 Type 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).