Form of certificate representing the Registrant's Fixed Rate



 Exhibit 4.2 
 Form of certificate representing the Registrant’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B 
 

 
  
 NUMBER 

*VOID* SEE REVERSE SIDE FOR RESTRICTIVE LEGEND(S) SHARES 
 *VOID* 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 TAYLOR CAPITAL GROUP, INC. 
 THIS CERTIFIES THAT is the owner of ( ) fully paid and non-assessable 
 Shares of the Fixed Rate Cumulative
Perpetual Preferred Stock, Series B, $0.01 par value per share, of TAYLOR CAPITAL GROUP, INC. (the “Corporation”), transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon the
surrender of this Certificate properly endorsed. 
 The corporation will furnish without charge to each stockholder who so
requests, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 

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 Corporation, this of , A.D. . 
 SPECIMEN SPECIMEN 
 SECRETARY PRESIDENT 







 

 
 ASSIGNMENT For Value Received, the undersigned hereby sells, assigns and transfers the Shares
evidenced hereby to: 
 (Insert assignee’s social security or taxpayer identification number, if any) 
 (Insert address and zip code of assignee) and irrevocably appoints: 
 as agent to transfer the Shares evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or
her. 
 Date: 
 Signature: 
 (Sign exactly as your name appears on the other side of this Certificate) In presence of

 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 I44A 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 
 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.