Taylor Capital Group, Inc. Series A 9% Noncumulative Perpetual Preferred Stock Certificate

Summary

This certificate represents ownership of fully paid, non-assessable shares of Taylor Capital Group, Inc.'s 9% Noncumulative Perpetual Preferred Stock, Series A, with a stated value of $25.00 per share. The shares are transferable on the corporation's books upon proper endorsement and registration by the transfer agent. The certificate outlines the rights and preferences of the stock, and allows for transfer or assignment to others, subject to proper documentation and signature guarantees.

EX-4.2 4 c69715ex4-2.txt EX-4.2 FORM OF CERTIF. REPRESENTING SERIES A 9% EXHIBIT 4.2 Number Shares A ------ 9% Noncumulative Perpetual Preferred Stock, Series A Stated Value $25.00 per share [TAYLOR CAPITAL GROUP, INC.] CUSIP 876851 20 5 SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE This is to Certify that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE 9% NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, OF Taylor Capital Group, Inc. transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, Taylor Capital Group, Inc. has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereunto affixed. Dated: [SEAL] /s/ /s/ CHIEF FINANCIAL OFFICER AND SECRETARY CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Countersigned and Registered: COLE TAYLOR BANK Transfer Agent and Registrar By: Authorized Signature TAYLOR CAPITAL GROUP, INC. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH IT IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian -------------- ---------------- (Cust) (Minor) under Uniform Gifts to Minors Act ---------------------- (State) 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 - -------------------------------------- - -------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------- shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - ----------------------------------------------------------------------- Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ---------------------- X ------------------------------------------ X ------------------------------------------ NOTICE: THE SIGNATURE(S) 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 BY ------------------------- 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.