RESTATED
 CERTIFICATE
OF INCORPORATION
 OF
 STEWARDSHIP
FINANCIAL CORPORATION
  Pursuant
to the provisions of Section 14A:9-5 of the New Jersey Business Corporation Act,
the undersigned corporation hereby executes the following Restated Certificate
of Incorporation:
  ARTICLE
I
 Corporate
Name
  The name
of the Corporation is STEWARDSHIP FINANCIAL CORPORATION (the “Corporation”).
  ARTICLE
II
 Registered
Agent and Registered Office
  The
address of the Corporation’s current registered office is:
  Stewardship Financial
Corporation
 630 Godwin Avenue
 Midland Park, New
Jersey  07432
 
 The name
of the Corporation’s current registered agent at that address is:
  Paul Van Ostenbridge
  ARTICLE
III
 Corporate
Purpose
  The
purpose or purposes for which the Corporation is organized is to engage in any
activities for which corporations may be organized under the New Jersey Business
Corporation Act.
  ARTICLE
IV
 Board
of Directors and Number of Directors
  (a)           The
number of directors shall be governed by the By-laws of the
Corporation.  The number of directors constituting the current board
of directors is eleven (11) and the names and addresses of the directors are as
follows:
  Harold
      Dyer
                  630
      Godwin AvenueMidland
      Park, New Jersey  07432William
      C. Hanse, Esq., Chairman
                  630
      Godwin AvenueMidland
      Park, New Jersey  07432Margo
      L. Lane
                  630
      Godwin AvenueMidland
      Park, New
Jersey  07432
 
  
  
 Arie
      Leegwater
                          630
      Godwin AvenueMidland
      Park, New Jersey  07432John
      L. Steen
                          630
      Godwin AvenueMidland
      Park, New Jersey  07432Robert
      J. Turner
                          630
      Godwin AvenueMidland
      Park, New Jersey  07432William
      J. Vander Eems
                          630
      Godwin AvenueMidland
      Park, New Jersey  07432Paul
      Van Ostenbridge
                          630
      Godwin AvenueMidland
      Park, New Jersey  07432Abraham
      Van Wingerden
                          630
      Godwin AvenueMidland
      Park, New Jersey  07432Michael
      A. Westra
                          630
      Godwin AvenueMidland
      Park, New Jersey  07432Howard
      R. Yeaton
                          630
      Godwin AvenueMidland
      Park, New Jersey  07432
 (b)           The
Board of Directors shall be divided into three (3) classes, as nearly identical
in number as the then total number of directors constituting the entire board
permits, with the term of office of one class expiring each year.  At
the first annual meeting of shareholders, directors of the first class shall be
elected to hold office for a term expiring at the next succeeding annual
meeting, directors of the second class shall be elected to hold office for a
term expiring at the second succeeding annual meeting and directors of the third
class shall be elected to hold office for a term expiring at the third
succeeding annual meeting.  Any vacancies in the Board of Directors
for any reason, and any directorships resulting from any increase in the number
of directors, may be filled by the Board of Directors, acting by a majority of
the directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall be elected and
qualified.  At each annual meeting of shareholders the successors to
the class of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting.
  (c)           None
of the present or future directors of the Corporation may be removed without
cause by the shareholders of the Corporation.  The term “cause” as used herein
is defined to mean (i) conviction of the director of a felony, (ii) declaration
by order of a court that the director is of unsound mind; (iii) gross abuse of
trust which is proven by clear and convincing evidence to have been committed in
bad faith.  The Board of Directors shall have the power to remove
directors and to suspend directors pending a final determination that cause
exists for removal.
   2
  ARTICLE
V
 Capital
Stock
  (a)           The
total authorized capital stock of the Corporation shall be 12,500,000 shares,
consisting of 10,000,000 shares of Common Stock and 2,500,000 shares of
Preferred Stock which may be issued in one or more classes or
series.  The shares of Common Stock shall constitute a single class
and shall be without nominal or par value.  The shares of Preferred
Stock of each class or series shall be without nominal or par value, except that
the amendment authorizing the initial issuance of any class or series, adopted
by the Board of Directors as provided herein, may provide that shares of any
class or series shall have a specified par value per share, in which event all
of the shares of such class or series shall have the par value per share so
specified.
  (b)           The
Board of Directors of the Corporation is expressly authorized from time to time
to adopt and to cause to be executed and filed without further approval of the
shareholders amendments to this Certificate of Incorporation authorizing the
issuance of one or more classes or series of Preferred Stock for such
consideration as the Board of Directors may fix.  In an amendment
authorizing any class or series of Preferred Stock, the Board of Directors is
expressly authorized to determine:
  (1)           The
distinctive designation of the class or series and the number of shares which
will constitute the class or series, which number may be increased or decreased
(but not below the number of shares then outstanding in that class or above the
total shares authorized herein) from time to time by action of the Board of
Directors;
  (2)           The
dividend rate on the shares of the class or series, whether dividends will be
cumulative, and, if so, from what date or dates;
  (3)           The
price or prices at which, and the terms and conditions on which, the shares of
the class or series may be redeemed at the option of the
Corporation;
  (4)           Whether
or not the shares of the class or series will be entitled to the benefit of a
retirement or sinking fund to be applied to the purchase or redemption of such
shares and, if so entitled, the amount of such fund and the terms and provisions
relative to the operation thereof;
  (5)           Whether
or not the shares of the class or series will be convertible into, or
exchangeable for, any other shares of stock of the Corporation or other
securities, and if so convertible or exchangeable, the conversion price or
prices, or the rates of exchange, and any adjustments thereof, at which such
conversion or exchange may be made, and any other terms and conditions of such
conversion or exchange;
  (6)           The
rights of the shares of the class or series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation;
  (7)           Whether
or not the shares of the class or series will have priority over, parity with,
or be junior to the shares of any other class or series in any respect, whether
or not the shares of the class or series will be entitled to the benefit of
limitations restricting the issuance of shares of any other class or series
having priority over or on parity with the shares of
   3
  such
class or series and whether or not the shares of the class or series are
entitled to restrictions on the payment of dividends on, the making of other
distributions in respect of, and the purchase or redemption of shares of any
other class or series of Preferred Stock or Common Stock ranking junior to the
shares of the class or series;
  (8)           Whether
the class or series will have voting rights, in addition to any voting rights
provided by law, and if so, the terms of such voting rights; and
  (9)           Any
other preferences, qualifications, privileges, options and other relative or
special rights and limitations of that class or series.
  (c)           The
following is a statement of the designation and number of shares of the series
of Preferred Stock designated as the “Fixed Rate Cumulative Perpetual Preferred
Stock, Series A,” and the voting and other powers, preferences and relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions thereof, of the shares of such series.
  (1)           There
is hereby created out of the authorized and unissued shares of preferred stock
of the Corporation a series of preferred stock, no par value per share,
designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A”
(the “Designated
Preferred Stock”).  The authorized number of shares of
Designated Preferred Stock shall be 10,000.
  (2)           The
Standard Provisions contained in Annex
A attached hereto are incorporated herein by reference in their entirety
and shall be deemed to be a part of this Section (c) of Article V to the same
extent as if such provisions had been set forth in full herein.
  (3)           The
following terms are used in this Section (c) of Article V (including the
Standard Provisions in Annex A hereto) as defined below:
  (i)           “Common Stock” means
the common stock, no par value per share, of the Corporation.
  (ii)           “Dividend Payment
Date” means February 15, May 15, August 15 and November 15 of each
year.
  (iii)           “Junior Stock” means
the Common Stock and any other class or series of stock of the Corporation the
terms of which expressly provide that it ranks junior to Designated Preferred
Stock as to dividend rights and/or as to rights on liquidation, dissolution or
winding up of the Corporation.
  (iv)           “Liquidation Amount”
means $1,000 per share of Designated Preferred Stock.
  (v)           “Minimum Amount” means
$2,500,000.
  (vi)           “Parity Stock” means
any class or series of stock of the Corporation (other than Designated Preferred
Stock) the terms of which do not expressly provide that such class or series
will rank senior or junior to Designated Preferred Stock as to dividend rights
and/or as to rights on liquidation, dissolution or winding up of the Corporation
(in each case without regard to whether dividends accrue cumulatively or
non-cumulatively).
   4
  (vii)           “Signing Date” means
the Original Issue Date.
  (4)           Holders
of shares of Designated Preferred Stock will be entitled to one vote for each
such share on any matter on which holders of Designated Preferred Stock are
entitled to vote, including any action by written consent.
  ARTICLE
VI
 Limitation
of Liability
  Subject
to the following, a director or officer of the Corporation shall not be
personally liable to the Corporation or its shareholders for damages for breach
of any duty owed to the Corporation or its shareholders.  The
preceding sentence shall not relieve a director or officer from liability for
any breach of duty based upon an act or omission (i) in breach of such person’s
duty of loyalty to the Corporation or its shareholders, (ii) not in good faith
or involving a knowing violation of law, or (iii) resulting in receipt by such
person of an improper personal benefit.  If the New Jersey Business
Corporation Act is amended to authorize corporate action further eliminating or
limiting the personal liability of directors or officers, then the liability of
a director or officer or both of the Corporation shall be eliminated or limited
to the fullest extent permitted by the New Jersey Business Corporation Act as so
amended.  Any amendment to this Certificate of Incorporation, or
change in law which authorizes this paragraph shall not adversely affect any
then existing right or protection of a director or officer of the
Corporation.
  ARTICLE
VII
 Indemnification
  The
Corporation shall indemnify its officers, directors, employees and agents and
former officers, directors, employees and agents, and any other persons serving
at the request of the Corporation as an officer, director, employee or agent of
another corporation, association, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys’ fees, judgments, fines and
amounts paid in settlement) incurred in connection with any pending or
threatened action, suit, or proceeding, whether civil, criminal, administrative
or investigative, with respect to which such officer, director, employee, agent
or other person is a party, or is threatened to be made a party, to the full
extent permitted by the New Jersey Business Corporation Act.  The
indemnification provided herein (i) shall not be deemed exclusive of any other
right to which any person seeking indemnification may be entitled under any
by-law, agreement, or vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
any other capacity, and (ii) shall inure to the benefit of the heirs, executors,
and the administrators of any such person.  The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees, or agents whether or not the
Corporation would have the power to indemnify them against such liability under
the provisions of this Article.
  The
Corporation shall, from time to time, reimburse or advance to any person
referred to in this Article the funds necessary for payment of expenses,
including attorneys’ fees, incurred in connection with any action, suit or
proceeding referred to in this Article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that the director’s
or
   5
  officer’s
acts or omissions (i) constitute a breach of the director’s or officer’s duty of
loyalty to the Corporation or its shareholders, (ii) were not in good faith,
(iii) involved a knowing violation of law, (iv) resulted in the director or
officer receiving an improper personal benefit, or (v) were otherwise of such a
character that New Jersey law would require that such amount(s) be
repaid.
  ARTICLE
VIII
 Advance
Notice of Nomination of Directors
  Advance
notice of nomination for the election of directors, other than by the Board of
Directors or a committee thereof, shall be given within the time and in the
manner provided in the Corporation’s By-laws.
  ARTICLE
IX
 Certain
Required Votes of Shareholders
  (a)           No
merger, consolidation, nor any action which would result in the disposition of
all or substantially all of the assets of the Corporation shall be valid unless
first approved by the affirmative vote, cast in person or by proxy, of the
holders of record of eighty percent (80%) of the outstanding shares of the
capital stock of the Corporation entitled to vote thereon; provided, however,
that if any such action has been approved prior to the vote of shareholders by a
majority of the Corporation’s Board of Directors acting at a meeting duly called
for that purpose, the affirmative vote of the holders of but a majority of the
outstanding shares of capital stock then entitled to vote on such matters shall
be required.
  (b)           This
Article IX may not be amended except by the affirmative vote, cast in person or
by proxy, of the holders of record of eighty percent (80%) of the outstanding
shares of the capital stock of the Corporation entitled to vote thereon acting
at a meeting duly called for that purpose.
  ARTICLE
X
 Power
of Board to Oppose Certain Transactions
  (a)           The
Board of Directors may, if it deems it advisable, oppose a tender or other offer
for the Corporation’s securities, whether the offer is in cash or in the
securities of a corporation or otherwise, or any other proposed Business
Combination (as defined below).  When considering whether to oppose an
offer, the Board of Directors may, but is not legally obligated to, consider any
relevant factors; by way of illustration, but not limitation, the Board of
Directors may, but shall not be legally obligated to, consider any and all of
the following:
  (1)           Whether
the offer price is acceptable based on the historical and present operating
results or financial condition of the Corporation, or based on the current value
of the Corporation in a freely negotiated transaction.
  (2)           Whether
a more favorable price could be obtained for the Corporation’s securities in the
future.
  (3)           The
impact which an acquisition of the Corporation would have on the employees,
creditors, customers and suppliers of the Corporation and any subsidiary and on
the communities which they serve.
   6
  
  (4)           The
reputation and business practices of the offeror and its management and
affiliates as they would affect the employees, creditors, customers and
suppliers of the Corporation and its subsidiaries and the future value of the
Corporation’s stock.
  (5)           The
value of the securities, if any, which the offeror is offering in exchange for
the Corporation’s securities, based on an analysis of the worth of the
Corporation as compared to the corporation or other entity whose securities are
being offered.
  (6)           Any
antitrust or other legal and regulatory issues that are raised by the
offer.
  (7)           Any
other relevant factors, including the long-term as well as the short-term
interests of the Corporation and its shareholders, whether or not such other
factors are monetary or non-monetary in nature, or are shareholder or
non-shareholder considerations.
  (b)           If
the Board of Directors determines that an offer should be rejected, it may take
any lawful action to accomplish its purpose including, but not limited to, any
or all of the following: advising shareholders not to accept the offer;
litigation against the offeror; filing complaints with all governmental and
regulatory authorities; acquiring the Corporation’s securities; selling or
otherwise issuing authorized but unissued securities or treasury stock or
granting options with respect thereto; establishing employee stock ownership
plans; and obtaining a more favorable offer from another individual or
entity.
  (c)           “Business Combination”
as used herein shall mean any of the following proposed transactions, when
entered into by the Corporation or a subsidiary of the Corporation with, or upon
a proposal by or on behalf of, a related entity or person:
  (1)           the
merger or consolidation of the Corporation or any subsidiary of the
Corporation;
  (2)           the
sale, exchange, transfer or other disposition (in one or a series of
transactions) of substantially all of the assets of the Corporation or any
subsidiary of the Corporation; or
  (3)           any
offer for the exchange of securities of another entity for the securities of the
Corporation.
  (d)           Nothing
contained herein shall be deemed to limit or restrict the powers of the Board of
Directors, or to enlarge the duties of the Board of Directors, as provided in
Section 14A:6-1(2) of the New Jersey Business Corporation Act or otherwise in
New Jersey law, or to create director liability for taking any action authorized
hereunder.
   7
  IN
WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be executed by a duly authorized officer on the 22nd day of
April, 2009.
  STEWARDSHIP
      FINANCIAL CORPORATIONBy:
                  /s/
      Paul Van OstenbridgePaul
      Van OstenbridgePresident
      and Chief Executive
Officer
 
  8
  ANNEX
      A
 
 STANDARD
PROVISIONS
  Section
1.            General
Matters.  Each share of Designated Preferred Stock shall be
identical in all respects to every other share of Designated Preferred
Stock.  The Designated Preferred Stock shall be perpetual, subject to
the provisions of Section 5 of these Standard Provisions that form a part of
Section (c) of Article V.  The Designated Preferred Stock shall rank
equally with Parity Stock and shall rank senior to Junior Stock with respect to
the payment of dividends and the distribution of assets in the event of any
dissolution, liquidation or winding up of the Corporation.
  Section
2.             Standard
Definitions.  As used herein with respect to Designated
Preferred Stock:
  (a)           “Applicable Dividend
Rate” means (i) during the period from the Original Issue Date to, but
excluding, the first day of the first Dividend Period commencing on or after the
fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and
after the first day of the first Dividend Period commencing on or after the
fifth anniversary of the Original Issue Date, 9% per annum.
  (b)           “Appropriate Federal Banking
Agency” means the “appropriate Federal banking agency” with respect to
the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act
(12 U.S.C.  Section 1813(q)), or any successor provision.
  (c)           “Business Combination”
means a merger, consolidation, statutory share exchange or similar transaction
that requires the approval of the Corporation’s shareholders.
  (d)           “Business Day” means
any day except Saturday, Sunday and any day on which banking institutions in the
State of New York generally are authorized or required by law or other
governmental actions to close.
  (e)           “Bylaws” means the
bylaws of the Corporation, as they may be amended from time to
time.
  (f)           “Charter” means the
Corporation’s certificate or articles of incorporation, articles of association,
or similar organizational document.
  (g)           “Dividend Period” has
the meaning set forth in Section 3(a).
  (h)           “Dividend Record Date”
has the meaning set forth in Section 3(a).
  (i)           “Liquidation
Preference” has the meaning set forth in Section 4(a).
  (j)           “Original Issue Date”
means the date on which shares of Designated Preferred Stock are first
issued.
  (k)           “Preferred Director”
has the meaning set forth in Section 7(b).
   9
  (l)           “Preferred Stock”
means any and all series of preferred stock of the Corporation, including the
Designated Preferred Stock.
  (m)           “Qualified Equity
Offering” means the sale and issuance for cash by the Corporation to
persons other than the Corporation or any of its subsidiaries after the Original
Issue Date of shares of perpetual Preferred Stock, Common Stock or any
combination of such stock, that, in each case, qualify as and may be included in
Tier 1 capital of the Corporation at the time of issuance under the applicable
risk-based capital guidelines of the Corporation’s Appropriate Federal Banking
Agency (other than any such sales and issuances made pursuant to agreements or
arrangements entered into, or pursuant to financing plans which were publicly
announced, on or prior to October 13, 2008).
  (n)           “Share Dilution
Amount” has the meaning set forth in Section 3(b).
  (o)           “Standard Provisions”
mean these Standard Provisions that form a part of Section (c) of Article V
relating to the Designated Preferred Stock.
  (p)           “Successor Preferred
Stock” has the meaning set forth in Section 5(a).
  (q)           “Voting Parity Stock”
means, with regard to any matter as to which the holders of Designated Preferred
Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these
Standard Provisions that form a part of Section (c) of Article V, any and all
series of Parity Stock upon which like voting rights have been conferred and are
exercisable with respect to such matter.
  Section
3.             Dividends.
  (a)           Rate.  Holders
of Designated Preferred Stock shall be entitled to receive, on each share of
Designated Preferred Stock if, as and when declared by the Board of Directors or
any duly authorized committee of the Board of Directors, but only out of assets
legally available therefor, cumulative cash dividends with respect to each
Dividend Period (as defined below) at a rate per annum equal to the Applicable
Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred
Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend
Period on such share of Designated Preferred Stock, if any.  Such
dividends shall begin to accrue and be cumulative from the Original Issue Date,
shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall
accrue on other dividends unless and until the first Dividend Payment Date for
such other dividends has passed without such other dividends having been paid on
such date) and shall be payable quarterly in arrears on each Dividend Payment
Date, commencing with the first such Dividend Payment Date to occur at least 20
calendar days after the Original Issue Date.  In the event that any
Dividend Payment Date would otherwise fall on a day that is not a Business Day,
the dividend payment due on that date will be postponed to the next day that is
a Business Day and no additional dividends will accrue as a result of that
postponement.  The period from and including any Dividend Payment Date
to, but excluding, the next Dividend Payment Date is a “Dividend Period”,
provided that the initial Dividend Period shall be the period from and including
the Original Issue Date to, but excluding, the next Dividend Payment
Date.
  Dividends
that are payable on Designated Preferred Stock in respect of any Dividend Period
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.
   10
  The
amount of dividends payable on Designated Preferred Stock on any date prior to
the end of a Dividend Period, and for the initial Dividend Period, shall be
computed on the basis of a 360-day year consisting of twelve 30-day months, and
actual days elapsed over a 30-day month.
  Dividends
that are payable on Designated Preferred Stock on any Dividend Payment Date will
be payable to holders of record of Designated Preferred Stock as they appear on
the stock register of the Corporation on the applicable record date, which shall
be the 15th calendar day immediately preceding such Dividend Payment Date or
such other record date fixed by the Board of Directors or any duly authorized
committee of the Board of Directors that is not more than 60 nor less than 10
days prior to such Dividend Payment Date (each, a “Dividend Record
Date”).  Any such day that is a Dividend Record Date shall be a
Dividend Record Date whether or not such day is a Business Day.
  Holders
of Designated Preferred Stock shall not be entitled to any dividends, whether
payable in cash, securities or other property, other than dividends (if any)
declared and payable on Designated Preferred Stock as specified in this Section
3 (subject to the other provisions of Section (c) of Article V).
  (b)           Priority of
Dividends.  So long as any share of Designated Preferred Stock
remains outstanding, no dividend or distribution shall be declared or paid on
the Common Stock or any other shares of Junior Stock (other than dividends
payable solely in shares of Common Stock) or Parity Stock, subject to the
immediately following paragraph in the case of Parity Stock, and no Common
Stock, Junior Stock or Parity Stock shall be, directly or
indirectly,  purchased, redeemed or otherwise acquired for
consideration by the Corporation or any of its subsidiaries unless all accrued
and unpaid dividends for all past Dividend Periods, including the latest
completed Dividend Period (including, if applicable as provided in Section 3(a)
above, dividends on such amount), on all outstanding shares of Designated
Preferred Stock have been or are contemporaneously declared and paid in full (or
have been declared and a sum sufficient for the payment thereof has been set
aside for the benefit of the holders of shares of Designated Preferred Stock on
the applicable record date).  The foregoing limitation shall not apply
to (i) redemptions, purchases or other acquisitions of shares of Common Stock or
other Junior Stock in connection with the administration of any employee benefit
plan in the ordinary course of business (including purchases to offset the Share
Dilution Amount (as defined below) pursuant to a publicly announced repurchase
plan) and consistent with past practice, providedthat any purchases
to offset the Share Dilution Amount shall in no event exceed the Share Dilution
Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of
the Corporation solely for the purpose of market-making, stabilization or
customer facilitation transactions in Junior Stock or Parity Stock in the
ordinary course of its business; (iii) purchases by a broker-dealer subsidiary
of the Corporation of capital stock of the Corporation for resale pursuant to an
offering by the Corporation of such capital stock underwritten by such
broker-dealer subsidiary; (iv) any dividends or distributions of rights or
Junior Stock in connection with a shareholders’ rights plan or any redemption or
repurchase of rights pursuant to any shareholders’ rights plan; (v) the
acquisition by the Corporation or any of its subsidiaries of record ownership in
Junior Stock or Parity Stock for the beneficial ownership of any other persons
(other than the Corporation or any of its subsidiaries), including as trustees
or custodians; and (vi) the exchange or conversion of Junior Stock for or into
other Junior Stock or of Parity Stock for or into other Parity Stock (with the
same or lesser aggregate liquidation amount) or Junior Stock, in each case,
solely to the extent required pursuant to binding contractual agreements entered
into prior to the
   11
  Signing
Date or any subsequent agreement for the accelerated exercise, settlement or
exchange thereof for Common Stock.  “Share Dilution
Amount” means the increase in the number of diluted shares outstanding
(determined in accordance with generally accepted accounting principles in the
United States, and as measured from the date of the Corporation’s consolidated
financial statements most recently filed with the Securities and Exchange
Commission prior to the Original Issue Date) resulting from the grant, vesting
or exercise of equity-based compensation to employees and equitably adjusted for
any stock split, stock dividend, reverse stock split, reclassification or
similar transaction.
  When
dividends are not paid (or declared and a sum sufficient for payment thereof set
aside for the benefit of the holders thereof on the applicable record date) on
any Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment
date falling within a Dividend Period related to such Dividend Payment Date) in
full upon Designated Preferred Stock and any shares of Parity Stock, all
dividends declared on Designated Preferred Stock and all such Parity Stock and
payable on such Dividend Payment Date (or, in the case of Parity Stock having
dividend payment dates different from the Dividend Payment Dates, on a dividend
payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro
rata so that the respective amounts of such dividends declared shall bear
the same ratio to each other as all accrued and unpaid dividends per share on
the shares of Designated Preferred Stock (including, if applicable as provided
in Section 3(a) above, dividends on such amount) and all Parity Stock payable on
such Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment
date falling within the Dividend Period related to such Dividend Payment Date)
(subject to their having been declared by the Board of Directors or a duly
authorized committee of the Board of Directors out of legally available funds
and including, in the case of Parity Stock that bears cumulative dividends, all
accrued but unpaid dividends) bear to each other.  If the Board of
Directors or a duly authorized committee of the Board of Directors determines
not to pay any dividend or a full dividend on a Dividend Payment Date, the
Corporation will provide written notice to the holders of Designated Preferred
Stock prior to such Dividend Payment Date.
  Subject
to the foregoing, and not otherwise, such dividends (payable in cash, securities
or other property) as may be determined by the Board of Directors or any duly
authorized committee of the Board of Directors may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out
of any funds legally available for such payment, and holders of Designated
Preferred Stock shall not be entitled to participate in any such
dividends.
  Section
4.             Liquidation
Rights.
  (a)           Voluntary or Involuntary
Liquidation.  In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
holders of Designated Preferred Stock shall be entitled to receive for each
share of Designated Preferred Stock, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to
shareholders of the Corporation, subject to the rights of any creditors of the
Corporation, before any distribution of such assets or proceeds is made to or
set aside for the holders of Common Stock and any other stock of the Corporation
ranking junior to Designated Preferred Stock as to such distribution, payment in
full in an amount equal to the sum
   12
  of (i)
the Liquidation Amount per share and (ii) the amount of any accrued and unpaid
dividends (including, if applicable as provided in Section 3(a) above, dividends
on such amount), whether or not declared, to the date of payment (such amounts
collectively, the “Liquidation
Preference”).
  (b)           Partial
Payment.  If in any distribution described in Section 4(a)
above the assets of the Corporation or proceeds thereof are not sufficient to
pay in full the amounts payable with respect to all outstanding shares of
Designated Preferred Stock and the corresponding amounts payable with respect of
any other stock of the Corporation ranking equally with Designated Preferred
Stock as to such distribution, holders of Designated Preferred Stock and the
holders of such other stock shall share ratably in any such distribution in
proportion to the full respective distributions to which they are
entitled.
  (c)           Residual
Distributions.  If the Liquidation Preference has been paid in
full to all holders of Designated Preferred Stock and the corresponding amounts
payable with respect of any other stock of the Corporation ranking equally with
Designated Preferred Stock as to such distribution has been paid in full, the
holders of other stock of the Corporation shall be entitled to receive all
remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
  (d)           Merger, Consolidation and
Sale of Assets Not Liquidation.  For purposes of this Section
4, the merger or consolidation of the Corporation with any other corporation or
other entity, including a merger or consolidation in which the holders of
Designated Preferred Stock receive cash, securities or other property for their
shares, or the sale, lease or exchange (for cash, securities or other property)
of all or substantially all of the assets of the Corporation, shall not
constitute a liquidation, dissolution or winding up of the
Corporation.
  Section
5.             Redemption.
  (a)           Optional
Redemption.  Except as provided below, the Designated Preferred
Stock may not be redeemed prior to the first Dividend Payment Date falling on or
after the third anniversary of the Original Issue Date.  On or after
the first Dividend Payment Date falling on or after the third anniversary of the
Original Issue Date, the Corporation, at its option, subject to the approval of
the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any
time and from time to time, out of funds legally available therefor, the shares
of Designated Preferred Stock at the time outstanding, upon notice given as
provided in Section 5(c) below, at a redemption price equal to the sum of (i)
the Liquidation Amount per share and (ii) except as otherwise provided below,
any accrued and unpaid dividends (including, if applicable as provided in
Section 3(a) above, dividends on such amount) (regardless of whether any
dividends are actually declared) to, but excluding, the date fixed for
redemption.
  Notwithstanding
the foregoing, prior to the first Dividend Payment Date falling on or after the
third anniversary of the Original Issue Date, the Corporation, at its option,
subject to the approval of the Appropriate Federal Banking Agency, may redeem,
in whole or in part, at any time and from time to time, the shares of Designated
Preferred Stock at the time outstanding, upon notice given as provided in
Section 5(c) below, at a redemption price equal to the sum of (i) the
Liquidation Amount per share and (ii) except as otherwise provided below, any
accrued and unpaid dividends (including, if applicable as provided in Section
3(a) above, dividends on such amount) (regardless of whether any dividends are
actually declared) to, but excluding, the date
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  fixed for
redemption; providedthat (x) the Corporation (or any successor by Business Combination) has
received aggregate gross proceeds of not less than the Minimum Amount (plus the
“Minimum
Amount” as defined in the relevant certificate of designations for each
other outstanding series of preferred stock of such successor that was
originally issued to the United States Department of the Treasury (the “Successor Preferred
Stock”) in connection with the Troubled Asset Relief Program Capital
Purchase Program) from one or more Qualified Equity Offerings (including
Qualified Equity Offerings of such successor), and (y) the aggregate redemption
price of the Designated Preferred Stock (and any Successor Preferred Stock)
redeemed pursuant to this paragraph may not exceed the aggregate net cash
proceeds received by the Corporation (or any successor by Business Combination)
from such Qualified Equity Offerings (including Qualified Equity Offerings of
such successor).
  The
redemption price for any shares of Designated Preferred Stock shall be payable
on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its
agent.  Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall
not be paid to the holder entitled to receive the redemption price on the
redemption date, but rather shall be paid to the holder of record of the
redeemed shares on such Dividend Record Date relating to the Dividend Payment
Date as provided in Section 3 above.
  (b)           No Sinking
Fund.  The Designated Preferred Stock will not be subject to
any mandatory redemption, sinking fund or other similar
provisions.  Holders of Designated Preferred Stock will have no right
to require redemption or repurchase of any shares of Designated Preferred
Stock.
  (c)           Notice of Redemption.
Notice of every redemption of shares of Designated Preferred Stock shall be
given by first class mail, postage prepaid, addressed to the holders of record
of the shares to be redeemed at their respective last addresses appearing on the
books of the Corporation.  Such mailing shall be at least 30 days and
not more than 60 days before the date fixed for redemption.  Any
notice mailed as provided in this Subsection shall be conclusively presumed to
have been duly given, whether or not the holder receives such notice, but
failure duly to give such notice by mail, or any defect in such notice or in the
mailing thereof, to any holder of shares of Designated Preferred Stock
designated for redemption shall not affect the validity of the proceedings for
the redemption of any other shares of Designated Preferred
Stock.  Notwithstanding the foregoing, if shares of Designated
Preferred Stock are issued in book-entry form through The Depository Trust
Company or any other similar facility, notice of redemption may be given to the
holders of Designated Preferred Stock at such time and in any manner permitted
by such facility.  Each notice of redemption given to a holder shall
state: (1) the redemption date; (2) the number of shares of Designated Preferred
Stock to be redeemed and, if less than all the shares held by such holder are to
be redeemed, the number of such shares to be redeemed from such holder; (3) the
redemption price; and (4) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price.
  (d)           Partial
Redemption.  In case of any redemption of part of the shares of
Designated Preferred Stock at the time outstanding, the shares to be redeemed
shall be selected either pro
rata or in such other manner as the Board of Directors or a duly
authorized committee thereof may determine to be fair and
equitable.  Subject to the provisions hereof, the Board of Directors
or a duly authorized committee thereof shall have full power and authority to
prescribe the terms
   14
  and
conditions upon which shares of Designated Preferred Stock shall be redeemed
from time to time.  If fewer than all the shares represented by any
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without charge to the holder thereof.
  (e)           Effectiveness of
Redemption.  If notice of redemption has been duly given and if
on or before the redemption date specified in the notice all funds necessary for
the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the
holders of the shares called for redemption, with a bank or trust company doing
business in the Borough of Manhattan, The City of New York, and having a capital
and surplus of at least $500 million and selected by the Board of Directors, so
as to be and continue to be available solely therefor, then, notwithstanding
that any certificate for any share so called for redemption has not been
surrendered for cancellation, on and after the redemption date dividends shall
cease to accrue on all shares so called for redemption, all shares so called for
redemption shall no longer be deemed outstanding and all rights with respect to
such shares shall forthwith on such redemption date cease and terminate, except
only the right of the holders thereof to receive the amount payable on such
redemption from such bank or trust company, without interest.  Any
funds unclaimed at the end of three years from the redemption date shall, to the
extent permitted by law, be released to the Corporation, after which time the
holders of the shares so called for redemption shall look only to the
Corporation for payment of the redemption price of such shares.
  (f)           Status of Redeemed
Shares.  Shares of Designated Preferred Stock that are
redeemed, repurchased or otherwise acquired by the Corporation shall revert to
authorized but unissued shares of Preferred Stock (provided that any such
cancelled shares of Designated Preferred Stock may be reissued only as shares of
any series of Preferred Stock other than Designated Preferred
Stock).
  Section
6.             Conversion.  Holders
of Designated Preferred Stock shares shall have no right to exchange or convert
such shares into any other securities
  Section
7.             Voting
Rights.
  (a)           General.  The
holders of Designated Preferred Stock shall not have any voting rights except as
set forth below or as otherwise from time to time required by law.
  (b)           Preferred Stock
Directors.  Whenever, at any time or times, dividends payable
on the shares of Designated Preferred Stock have not been paid for an aggregate
of six quarterly Dividend Periods or more, whether or not consecutive, the
authorized number of directors of the Corporation shall automatically be
increased by two and the holders of the Designated Preferred Stock shall have
the right, with holders of shares of any one or more other classes or series
of  Voting Parity Stock outstanding at the time, voting together as a
class, to elect two directors (hereinafter the “Preferred
Directors” and
each a “Preferred
Director”) to
fill such newly created directorships at the Corporation’s next annual meeting
of shareholders (or at a special meeting called for that purpose prior to such
next annual meeting) and at each subsequent annual meeting of shareholders until
all accrued and unpaid dividends for all past Dividend Periods, including the
latest completed Dividend Period (including, if applicable as provided in
Section 3(a) above, dividends on such amount), on all outstanding shares of
Designated Preferred Stock have been declared and paid in full at which time
such right shall terminate with respect to the Designated Preferred Stock,
except as herein or by law expressly provided, subject to revesting
   15
  in the
event of each and every subsequent default of the character above mentioned;
providedthat it shall
be a qualification for election for any Preferred Director that the election of
such Preferred Director shall not cause the Corporation to violate any corporate
governance requirements of any securities exchange or other trading facility on
which securities of the Corporation may then be listed or traded that listed or
traded companies must have a majority of independent directors.  Upon
any termination of the right of the holders of shares of Designated Preferred
Stock and Voting Parity Stock as a class to vote for directors as provided
above, the Preferred Directors shall cease to be qualified as directors, the
term of office of all Preferred Directors then in office shall terminate
immediately and the authorized number of directors shall be reduced by the
number of Preferred Directors elected pursuant hereto.  Any Preferred
Director may be removed at any time, with or without cause, and any vacancy
created thereby may be filled, only by the affirmative vote of the holders a
majority of the shares of Designated Preferred Stock at the time outstanding
voting separately as a class together with the holders of shares of Voting
Parity Stock, to the extent the voting rights of such holders described above
are then exercisable.  If the office of any Preferred Director becomes
vacant for any reason other than removal from office as aforesaid, the remaining
Preferred Director may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred.
  (c)           Class Voting Rights as to
Particular Matters.  So long as any shares of Designated
Preferred Stock are outstanding, in addition to any other vote or consent of
shareholders required by law or by the Charter, the vote or consent of the
holders of at least 66 2/3% of the shares of Designated Preferred Stock at the
time outstanding, voting as a separate class, given in person or by proxy,
either in writing without a meeting or by vote at any meeting called for the
purpose, shall be necessary for effecting or validating:
  (i)           Authorization of Senior
Stock.  Any amendment or alteration of Section (c) of Article V
for the Designated Preferred Stock or any other provision of the Charter to
authorize or create or increase the authorized amount of, or any issuance of,
any shares of, or any securities convertible into or exchangeable or exercisable
for shares of, any class or series of capital stock of the Corporation ranking
senior to Designated Preferred Stock with respect to either or both the payment
of dividends and/or the distribution of assets on any liquidation, dissolution
or winding up of the Corporation;
  (ii)          Amendment of Designated
Preferred Stock.  Any amendment, alteration or repeal of any
provision of Section (c) of Article V for the Designated Preferred Stock or any
other provision of the Charter (including, unless no vote on such merger or
consolidation is required by Section 7(c)(iii) below, any amendment, alteration
or repeal by means of a merger, consolidation or otherwise) so as to adversely
affect the rights, preferences, privileges or voting powers of the Designated
Preferred Stock; or
  (iii)         Share Exchange,
Reclassifications, Mergers and Consolidations.  Any
consummation of a binding share exchange or reclassification involving the
Designated Preferred Stock, or of a merger or consolidation of the Corporation
with another corporation or other entity, unless in each case (x) the shares of
Designated Preferred Stock remain outstanding or, in the case of any such merger
or consolidation with respect to which the Corporation is not the surviving or
resulting entity, are converted into or exchanged for preference securities of
the surviving or resulting entity or its ultimate parent, and (y) such shares
remaining outstanding or such preference securities, as the
   16
  case may
be, have such rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, taken as a whole, as are not materially less favorable
to the holders thereof than the rights, preferences, privileges and voting
powers, and limitations and restrictions thereof, of Designated Preferred Stock
immediately prior to such consummation, taken as a whole;
  provided, however, that for
all purposes of this Section 7(c), any increase in the amount of the authorized
Preferred Stock, including any increase in the authorized amount of Designated
Preferred Stock necessary to satisfy preemptive or similar rights granted by the
Corporation to other persons prior to the Signing Date, or the creation and
issuance, or an increase in the authorized or issued amount, whether pursuant to
preemptive or similar rights or otherwise, of any other series of Preferred
Stock, or any securities convertible into or exchangeable or exercisable for any
other series of Preferred Stock, ranking equally with and/or junior to
Designated Preferred Stock with respect to the payment of dividends (whether
such dividends are cumulative or non-cumulative) and the distribution of assets
upon liquidation, dissolution or winding up of the Corporation will not be
deemed to adversely affect the rights, preferences, privileges or voting powers,
and shall not require the affirmative vote or consent of, the holders of
outstanding shares of the Designated Preferred Stock.
  (d)           Changes after Provision for
Redemption.  No vote or consent of the holders of Designated
Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior
to the time when any such vote or consent would otherwise be required pursuant
to such Section, all outstanding shares of the Designated Preferred Stock shall
have been redeemed, or shall have been called for redemption upon proper notice
and sufficient funds shall have been deposited in trust for such redemption, in
each case pursuant to Section 5 above.
  (e)           Procedures for Voting and
Consents.  The rules and procedures for calling and conducting
any meeting of the holders of Designated Preferred Stock (including, without
limitation, the fixing of a record date in connection therewith), the
solicitation and use of proxies at such a meeting, the obtaining of written
consents and any other aspect or matter with regard to such a meeting or such
consents shall be governed by any rules of the Board of Directors or any duly
authorized committee of the Board of Directors, in its discretion, may adopt
from time to time, which rules and procedures shall conform to the requirements
of the Charter, the Bylaws, and applicable law and the rules of any national
securities exchange or other trading facility on which Designated Preferred
Stock is listed or traded at the time.
  Section
8.             Record
Holders.  To the fullest extent permitted by applicable law,
the Corporation and the transfer agent for Designated Preferred Stock may deem
and treat the record holder of any share of Designated Preferred Stock as the
true and lawful owner thereof for all purposes, and neither the Corporation nor
such transfer agent shall be affected by any notice to the
contrary.
  Section
9.          
  Notices.  All
notices or communications in respect of Designated Preferred Stock shall be
sufficiently given if given in writing and delivered in person or by first class
mail, postage prepaid, or if given in such other manner as may be permitted in
Section (c) of Article V or any other provisions of the Charter or Bylaws or by
applicable law.  Notwithstanding the foregoing, if shares of
Designated Preferred Stock are issued in book-entry form through The Depository
Trust Company or any similar facility, such notices may be given to the holders
of Designated Preferred Stock in any manner permitted by such
facility.
   17
  Section
10.           No Preemptive
Rights.  No share of Designated Preferred Stock shall have any
rights of preemption whatsoever as to any securities of the Corporation, or any
warrants, rights or options issued or granted with respect thereto, regardless
of how such securities, or such warrants, rights or options, may be designated,
issued or granted.
  Section
11.         Replacement
Certificates.  The Corporation shall replace any mutilated
certificate at the holder’s expense upon surrender of that certificate to the
Corporation.  The Corporation shall replace certificates that become
destroyed, stolen or lost at the holder’s expense upon delivery to the
Corporation of reasonably satisfactory evidence that the certificate has been
destroyed, stolen or lost, together with any indemnity that may be reasonably
required by the Corporation.
  Section
12.           Other
Rights.  The shares of Designated Preferred Stock shall not
have any rights, preferences, privileges or voting powers or relative,
participating, optional or other special rights, or qualifications, limitations
or restrictions thereof, other than as set forth herein or in the Charter or as
provided by applicable law.
  
   18
  CERTIFICATE
REQUIRED TO BE FILED WITH
 THE
RESTATED CERTIFICATE OF INCORPORATION
 OF
 STEWARDSHIP
FINANCIAL CORPORATION
  Pursuant
to N.J.S.A.14A:9-5(5), Stewardship Financial Corporation, a corporation
organized under the laws of the State of New Jersey, hereby certifies
that:
  1.           The
name of this corporation is: STEWARDSHIP FINANCIAL CORPORATION (the “Corporation”).
  2.           The
Restated Certificate of Incorporation was adopted by the Board of Directors of
the Corporation at a meeting duly called and held on April 21,
2009.  The Restated Certificate of Incorporation restates and
integrates and does not further amend the provisions of the certificate of
incorporation of the Corporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of the
Restated Certificate of Incorporation.
  IN
WITNESS WHEREOF, the Corporation has caused this Certificate to the Restated
Certificate of Incorporation of the Corporation to be executed by a duly
authorized officer of the Corporation on the 22nd day of April,
2009.
  
 STEWARDSHIP
      FINANCIAL CORPORATIONBy:
                  /s/
      Paul Van OstenbridgePaul
      Van OstenbridgePresident
      and Chief Executive
Officer