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COMMON STOCK                                                               CUSIP
CERTIFICATE NO.

                               SE FINANCIAL CORP.

                             INCORPORATED UNDER THE
                    LAWS OF THE COMMONWEALTH OF PENNSYLVANIA

                                                               SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

         THIS CERTIFIES THAT:

         IS THE OWNER OF:

              FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
                          $0.10 PAR VALUE PER SHARE OF


                               SE FINANCIAL CORP.


         The shares represented by this certificate are transferable only on the
stock  transfer  books of the  Corporation  by the  holder of  record  hereof in
person,  or by his duly authorized  attorney or legal  representative,  upon the
surrender of this certificate properly endorsed. This certificate and the shares
represented  hereby are issued and shall be held  subject to all the  provisions
contained  in  the  Corporation's  official  corporate  papers  filed  with  the
Department of State of the Commonwealth of Pennsylvania  (copies of which are on
file with the Transfer Agent), to all of the provisions the holder by acceptance
hereof, assents.

         This  certificate is not valid unless  countersigned  and registered by
the Transfer Agent and Registrar.

              THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
                        FEDERALLY INSURED OR GUARANTEED.

         In Witness  Whereof,  SE Financial Corp. has caused this certificate to
be executed by the facsimile  signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.

DATED:



- -------------------------------------           --------------------------------
PRESIDENT                                       SECRETARY

                                      SEAL
                                Incorporated 2004


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         The shares  represented by this  certificate  are issued subject to all
the provisions of the Articles of Incorporation and Bylaws of SE Financial Corp.
(the  "Corporation"),  as from time to time amended (copies of which are on file
at the  principal  office of the  Corporation),  to all of which  the  holder by
acceptance hereof assents.  The following  description  constitutes a summary of
certain  provisions  of, and is qualified  in its entirety by reference  to, the
Articles.

         The shares  represented by this certificate are subject to a limitation
contained in the Articles of  Incorporation to the effect that in no event shall
any record owner of any outstanding  common stock which is  beneficially  owned,
directly or indirectly,  by a person who  beneficially  owns in excess of 10% of
the  outstanding  shares of common stock ( the "Limit") be entitled or permitted
to any vote in respect of shares held in excess of the Limit.  In addition,  for
five years from the initial sale of common stock,  no person or entity may offer
to acquire or acquire more than 10% of the then outstanding  shares of any class
of equity securities of the corporation.

         The Board of Directors of the  Corporation  is authorized by resolution
or resolutions, from time to time adopted, to provide for the issuance of serial
preferred  stock,  no par value per  share,  in series  and to fix and state the
voting powers, designations,  preferences and relative, participating, optional,
or  other   special   rights  of  the  shares  of  each  such   series  and  the
qualifications,  limitations and  restrictions  thereof.  The  Corporation  will
furnish to any shareholder upon request and without charge a full description of
each class of stock and any series thereof.

         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:



            

TEN COM -    as tenants in common                         UNIF TRANS MIN ACT - _______________Custodian____________________
                                                                                   (Cus)                  (Minor)
                                                                               under Uniform Transfers to Minors Act

TEN ENT -    as tenants by the entireties                                    -----------------------
                                                                                      (State)
JT TEN  -    as joint tenants with right of survivorship
             and not as tenants in common

     Additional abbreviations may also be used though not in the above list.

         FOR VALUE RECEIVED ________________________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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                        (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
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shares of the common stock  represented by the within  certificate and do hereby
irrevocably                 constitute                and                appoint
___________________________________________________________________________________________________
Attorney  to  transfer  the  said  shares  on  the  books  of the  within  named
corporation with full power of substitution in the premises.

Dated _____________________                 X____________________________________________________________________

                                            X____________________________________________________________________

         NOTICE:  The signatures to this  assignment  must  correspond  with the
name(s) as written upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.

SIGNATURE(S)                                 GUARANTEED:
                                             ____________________________________________________________________
                                             THE SIGNATURE(S) 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) PURSUANT TO S.E.C. RULE 17Ad-15.
Countersigned and Registered:
                                             Transfer Agent and Registrar


                                             By:
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                                                  Authorized Signature