Exhibit 4.2



    

    
      WARRANT TO PURCHASE COMMON STOCK
    

    
      THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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.  THIS
      INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
      PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF
      THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH
      IS ON FILE WITH THE ISSUER.  THE SECURITIES REPRESENTED BY THIS
      INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE
      WITH SAID AGREEMENT.  ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH
      SAID AGREEMENT WILL BE VOID.
    

    
      

      WARRANT
to purchase
50,111
Shares of
      Common Stock
    

    
      of Emclaire Financial Corp.

Issue Date:  December 23, 2008
    

    
      1.        Definitions.  Unless
      the context otherwise requires, when used herein the following terms
      shall have the meanings indicated.
    

    
      “Affiliate” has the meaning ascribed to it in the Purchase
      Agreement.
    

    
      “Appraisal Procedure” means a procedure whereby two
      independent appraisers, one chosen by the Company and one by the
      Original Warrantholder, shall mutually agree upon the determinations
      then the subject of appraisal.  Each party shall deliver a notice to the
      other appointing its appraiser within 15 days after the Appraisal
      Procedure is invoked.  If within 30 days after appointment of the two
      appraisers they are unable to agree upon the amount in question, a third
      independent appraiser shall be chosen within 10 days thereafter by the
      mutual consent of such first two appraisers.  The decision of the third
      appraiser so appointed and chosen shall be given within 30 days after
      the selection of such third appraiser.  If three appraisers shall be
      appointed and the determination of one appraiser is disparate from the
      middle determination by more than twice the amount by which the other
      determination is disparate from the middle determination, then the
      determination of such appraiser shall be excluded, the remaining two
      determinations shall be averaged and such average shall be binding and
      conclusive upon the Company and the Original Warrantholder; otherwise,
      the average of all three determinations shall be binding upon the
      Company and the Original Warrantholder.  The costs of conducting any
      Appraisal Procedure shall be borne by the Company.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “Board of Directors” means the board of directors of the
      Company, including any duly authorized committee thereof.
    

    
      “Business Combination” means a merger, consolidation,
      statutory share exchange or similar transaction that requires the
      approval of the Company’s stockholders.
    

    
      “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.
    

    
      “Capital Stock” means (A) with respect to any Person that
      is a corporation or company, any and all shares, interests,
      participations or other equivalents (however designated) of capital or
      capital stock of such Person and (B) with respect to any Person that is
      not a corporation or company, any and all partnership or other equity
      interests of such Person.
    

    
      “Charter” means, with respect to any Person, its
      certificate or articles of incorporation, articles of association, or
      similar organizational document.
    

    
      “Common Stock” has the meaning ascribed to it in the
      Purchase Agreement.
    

    
      “Company” means the Person whose name, corporate or other
      organizational form and jurisdiction of organization is set forth in
      Item 1 of Schedule A hereto.
    

    
      “conversion” has the meaning set forth in Section 13(B).
    

    
      “convertible securities” has the meaning set forth in
      Section 13(B).
    

    
      “CPP” has the meaning ascribed to it in the Purchase
      Agreement.
    

    
      “Exchange Act” means the Securities Exchange Act of 1934,
      as amended, or any successor statute, and the rules and regulations
      promulgated thereunder.
    

    
      “Exercise Price” means the amount set forth in Item 2 of
      Schedule A hereto.
    

    
      “Expiration Time” has the meaning set forth in Section 3.
    

    
      “Fair Market Value” means, with respect to any security or
      other property, the fair market value of such security or other property
      as determined by the Board of Directors, acting in good faith or, with
      respect to Section 14, as determined by the Original Warrantholder
      acting in good faith.  For so long as the Original Warrantholder holds
      this Warrant or any portion thereof, it may object in writing to the
      Board of Director’s calculation of fair market value within 10 days of
      receipt of written notice thereof.  If the Original Warrantholder and
      the Company are unable to agree on fair market value during the 10-day
      period following the delivery of the Original Warrantholder’s objection,
      the Appraisal Procedure may be invoked by either party to determine Fair
      Market Value by delivering written notification thereof not later than
      the 30th day after delivery of the Original Warrantholder’s objection.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “Governmental Entities” has the meaning ascribed to it in
      the Purchase Agreement.
    

    
      “Initial Number” has the meaning set forth in Section 13(B).
    

    
      “Issue Date” means the date set forth in Item 3 of
      Schedule A hereto.
    

    
      “Market Price” means, with respect to a particular
      security, on any given day, the last reported sale price regular way or,
      in case no such reported sale takes place on such day, the average of
      the last closing bid and ask prices regular way, in either case on the
      principal national securities exchange on which the applicable
      securities are listed or admitted to trading, or if not listed or
      admitted to trading on any national securities exchange, the average of
      the closing bid and ask prices as furnished by two members of the
      Financial Industry Regulatory Authority, Inc. selected from time to time
      by the Company for that purpose.  “Market Price” shall be determined
      without reference to after hours or extended hours trading.  If such
      security is not listed and traded in a manner that the quotations
      referred to above are available for the period required hereunder, the
      Market Price per share of Common Stock shall be deemed to be (i) in the
      event that any portion of the Warrant is held by the Original
      Warrantholder, the fair market value per share of such security as
      determined in good faith by the Original Warrantholder or (ii) in all
      other circumstances, the fair market value per share of such security as
      determined in good faith by the Board of Directors in reliance on an
      opinion of a nationally recognized independent investment banking
      corporation retained by the Company for this purpose and certified in a
      resolution to the Warrantholder.  For the purposes of determining the
      Market Price of the Common Stock on the "trading day" preceding, on or
      following the occurrence of an event, (i) that trading day shall be
      deemed to commence immediately after the regular scheduled closing time
      of trading on the New York Stock Exchange or, if trading is closed at an
      earlier time, such earlier time and (ii) that trading day shall end at
      the next regular scheduled closing time, or if trading is closed at an
      earlier time, such earlier time (for the avoidance of doubt, and as an
      example, if the Market Price is to be determined as of the last trading
      day preceding a specified event and the closing time of trading on a
      particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m.
      on that day, the Market Price would be determined by reference to such
      4:00 p.m. closing price).
    

    
      “Ordinary Cash Dividends” means a regular quarterly cash
      dividend on shares of Common Stock out of surplus or net profits legally
      available therefor (determined in accordance with generally accepted
      accounting principles in effect from time to time), provided that
      Ordinary Cash Dividends shall not include any cash dividends paid
      subsequent to the Issue Date to the extent the aggregate per share
      dividends paid on the outstanding Common Stock in any quarter exceed the
      amount set forth in Item 4 of Schedule A hereto, as adjusted for any
      stock split, stock dividend, reverse stock split, reclassification or
      similar transaction.
    

    
      “Original Warrantholder” means the United States Department
      of the Treasury.  Any actions specified to be taken by the Original
      Warrantholder hereunder may only be taken by such Person and not by any
      other Warrantholder.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “Permitted Transactions” has the meaning set forth in
      Section 13(B).
    

    
      “Person” has the meaning given to it in Section 3(a)(9) of
      the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the
      Exchange Act.
    

    
      “Per Share Fair Market Value” has the meaning set forth in
      Section 13(C).
    

    
      “Preferred Shares” means the perpetual preferred stock
      issued to the Original Warrantholder on the Issue Date pursuant to the
      Purchase Agreement.
    

    
      “Pro Rata Repurchases” means any purchase of shares of
      Common Stock by the Company or any Affiliate thereof pursuant to (A) any
      tender offer or exchange offer subject to Section 13(e) or 14(e) of the
      Exchange Act or Regulation 14E promulgated thereunder or (B) any other
      offer available to substantially all holders of Common Stock, in the
      case of both (A) or (B), whether for cash, shares of Capital Stock of
      the Company, other securities of the Company, evidences of indebtedness
      of the Company or any other Person or any other property (including,
      without limitation, shares of Capital Stock, other securities or
      evidences of indebtedness of a subsidiary), or any combination thereof,
      effected while this Warrant is outstanding.  The “Effective
      Date” of a Pro Rata Repurchase shall mean the date of acceptance of
      shares for purchase or exchange by the Company under any tender or
      exchange offer which is a Pro Rata Repurchase or the date of purchase
      with respect to any Pro Rata Repurchase that is not a tender or exchange
      offer.
    

    
      “Purchase Agreement” means the Securities Purchase
      Agreement – Standard Terms incorporated into the Letter Agreement, dated
      as of the date set forth in Item 5 of Schedule A hereto, as amended from
      time to time, between the Company and the United States Department of
      the Treasury (the “Letter Agreement”), including all
      annexes and schedules thereto.
    

    
      “Qualified Equity Offering” has the meaning ascribed to it
      in the Purchase Agreement.
    

    
      “Regulatory Approvals” with respect to the Warrantholder,
      means, to the extent applicable and required to permit the Warrantholder
      to exercise this Warrant for shares of Common Stock and to own such
      Common Stock without the Warrantholder being in violation of applicable
      law, rule or regulation, the receipt of any necessary approvals and
      authorizations of, filings and registrations with, notifications to, or
      expiration or termination of any applicable waiting period under, the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
      the rules and regulations thereunder.
    

    
      “SEC” means the U.S. Securities and Exchange Commission.
    

    
      “Securities Act” means the Securities Act of 1933, as
      amended, or any successor statute, and the rules and regulations
      promulgated thereunder.
    

    
      “Shares” has the meaning set forth in Section 2.
    

    
      “trading day” means (A) if the shares of Common Stock
      are not traded on any national or regional securities exchange or
      association or over-the-counter market, a business day or (B) if the
      shares of Common Stock are traded on any national or regional securities
      exchange or association or over-the-counter market, a business day on
      which such relevant exchange or quotation system is scheduled to be open
      for business and on which the shares of Common Stock (i) are not
      suspended from trading on any national or regional securities exchange
      or association or over-the-counter market for any period or periods
      aggregating one half hour or longer; and (ii) have traded at least once
      on the national or regional securities exchange or association or
      over-the-counter market that is the primary market for the trading of
      the shares of Common Stock.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “U.S. GAAP” means United States generally accepted
      accounting principles.
    

    
      “Warrantholder” has the meaning set forth in Section 2.
    

    
      “Warrant” means this Warrant, issued pursuant to the
      Purchase Agreement.
    

    
      2.        Number of Shares;
      Exercise Price.  This certifies that, for value received, the United
      States Department of the Treasury or its permitted assigns (the “Warrantholder”)
      is entitled, upon the terms and subject to the conditions hereinafter
      set forth, to acquire from the Company, in whole or in part, after the
      receipt of all applicable Regulatory Approvals, if any, up to an
      aggregate of the number of fully paid and nonassessable shares of Common
      Stock set forth in Item 6 of Schedule A hereto, at a purchase price per
      share of Common Stock equal to the Exercise Price.  The number of shares
      of Common Stock (the “Shares”) and the Exercise Price are
      subject to adjustment as provided herein, and all references to “Common
      Stock,” “Shares” and “Exercise Price” herein shall be deemed to include
      any such adjustment or series of adjustments.
    

    
      3.        Exercise of
      Warrant; Term.  Subject to Section 2, to the extent permitted by
      applicable laws and regulations, the right to purchase the Shares
      represented by this Warrant is exercisable, in whole or in part by the
      Warrantholder, at any time or from time to time after the execution and
      delivery of this Warrant by the Company on the date hereof, but in no
      event later than 5:00 p.m., New York City time on the tenth anniversary
      of the Issue Date (the “Expiration Time”), by (A) the
      surrender of this Warrant and Notice of Exercise annexed hereto, duly
      completed and executed on behalf of the Warrantholder, at the principal
      executive office of the Company located at the address set forth in Item
      7 of Schedule A hereto (or such other office or agency of the Company in
      the United States as it may designate by notice in writing to the
      Warrantholder at the address of the Warrantholder appearing on the books
      of the Company), and (B) payment of the Exercise Price for the Shares
      thereby purchased:
    

    
      (i) by having the Company withhold, from the shares of Common Stock that
      would otherwise be delivered to the Warrantholder upon such exercise,
      shares of Common stock issuable upon exercise of the Warrant equal in
      value to the aggregate Exercise Price as to which this Warrant is so
      exercised based on the Market Price of the Common Stock on the trading
      day on which this Warrant is exercised and the Notice of Exercise is
      delivered to the Company pursuant to this Section 3, or
    

    
      (ii) with the consent of both the Company and the Warrantholder, by
      tendering in cash, by certified or cashier’s check payable to the order
      of the Company, or by wire transfer of immediately available funds to an
      account designated by the Company.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      If the Warrantholder does not exercise this Warrant in its entirety, the
      Warrantholder will be entitled to receive from the Company within a
      reasonable time, and in any event not exceeding three business days, a
      new warrant in substantially identical form for the purchase of that
      number of Shares equal to the difference between the number of Shares
      subject to this Warrant and the number of Shares as to which this
      Warrant is so exercised.  Notwithstanding anything in this Warrant to
      the contrary, the Warrantholder hereby acknowledges and agrees that its
      exercise of this Warrant for Shares is subject to the condition that the
      Warrantholder will have first received any applicable Regulatory
      Approvals.
    

    
      4.        Issuance of Shares;
      Authorization; Listing.  Certificates for Shares issued upon
      exercise of this Warrant will be issued in such name or names as the
      Warrantholder may designate and will be delivered to such named Person
      or Persons within a reasonable time, not to exceed three business days
      after the date on which this Warrant has been duly exercised in
      accordance with the terms of this Warrant.  The Company hereby
      represents and warrants that any Shares issued upon the exercise of this
      Warrant in accordance with the provisions of Section 3 will be duly and
      validly authorized and issued, fully paid and nonassessable and free
      from all taxes, liens and charges (other than liens or charges created
      by the Warrantholder, income and franchise taxes incurred in connection
      with the exercise of the Warrant or taxes in respect of any transfer
      occurring contemporaneously therewith).  The Company agrees that the
      Shares so issued will be deemed to have been issued to the Warrantholder
      as of the close of business on the date on which this Warrant and
      payment of the Exercise Price are delivered to the Company in accordance
      with the terms of this Warrant, notwithstanding that the stock transfer
      books of the Company may then be closed or certificates representing
      such Shares may not be actually delivered on such date.  The Company
      will at all times reserve and keep available, out of its authorized but
      unissued Common Stock, solely for the purpose of providing for the
      exercise of this Warrant, the aggregate number of shares of Common Stock
      then issuable upon exercise of this Warrant at any time.  The Company
      will (A) procure, at its sole expense, the listing of the Shares
      issuable upon exercise of this Warrant at any time, subject to issuance
      or notice of issuance, on all principal stock exchanges on which the
      Common Stock is then listed or traded and (B) maintain such listings of
      such Shares at all times after issuance.  The Company will use
      reasonable best efforts to ensure that the Shares may be issued without
      violation of any applicable law or regulation or of any requirement of
      any securities exchange on which the Shares are listed or traded.
    

    
      5.        No Fractional
      Shares or Scrip.  No fractional Shares or scrip representing
      fractional Shares shall be issued upon any exercise of this Warrant.  In
      lieu of any fractional Share to which the Warrantholder would otherwise
      be entitled, the Warrantholder shall be entitled to receive a cash
      payment equal to the Market Price of the Common Stock on the last
      trading day preceding the date of exercise less the pro-rated Exercise
      Price for such fractional share.
    

    
      6.        No Rights as
      Stockholders; Transfer Books.  This Warrant does not entitle the
      Warrantholder to any voting rights or other rights as a stockholder of
      the Company prior to the date of exercise hereof.  The Company will at
      no time close its transfer books against transfer of this Warrant in any
      manner which interferes with the timely exercise of this Warrant.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      7.        Charges, Taxes and
      Expenses.  Issuance of certificates for Shares to the Warrantholder
      upon the exercise of this Warrant shall be made without charge to the
      Warrantholder for any issue or transfer tax or other incidental expense
      in respect of the issuance of such certificates, all of which taxes and
      expenses shall be paid by the Company.
    

    
      8.        Transfer/Assignment.
    

    
      (A)       Subject to compliance with clause (B) of this Section 8, this
      Warrant and all rights hereunder are transferable, in whole or in part,
      upon the books of the Company by the registered holder hereof in person
      or by duly authorized attorney, and a new warrant shall be made and
      delivered by the Company, of the same tenor and date as this Warrant but
      registered in the name of one or more transferees, upon surrender of
      this Warrant, duly endorsed, to the office or agency of the Company
      described in Section 3.  All expenses (other than stock transfer taxes)
      and other charges payable in connection with the preparation, execution
      and delivery of the new warrants pursuant to this Section 8 shall be
      paid by the Company.
    

    
      (B)       The transfer of the Warrant and the Shares issued upon
      exercise of the Warrant are subject to the restrictions set forth in
      Section 4.4 of the Purchase Agreement.  If and for so long as required
      by the Purchase Agreement, this Warrant shall contain the legends as set
      forth in Sections 4.2(a) and 4.2(b) of the Purchase Agreement.
    

    
      9.        Exchange and
      Registry of Warrant.  This Warrant is exchangeable, upon the
      surrender hereof by the Warrantholder to the Company, for a new warrant
      or warrants of like tenor and representing the right to purchase the
      same aggregate number of Shares.  The Company shall maintain a registry
      showing the name and address of the Warrantholder as the registered
      holder of this Warrant.  This Warrant may be surrendered for exchange or
      exercise in accordance with its terms, at the office of the Company, and
      the Company shall be entitled to rely in all respects, prior to written
      notice to the contrary, upon such registry.
    

    
      10.       Loss, Theft, Destruction
      or Mutilation of Warrant.  Upon receipt by the Company of evidence
      reasonably satisfactory to it of the loss, theft, destruction or
      mutilation of this Warrant, and in the case of any such loss, theft or
      destruction, upon receipt of a bond, indemnity or security reasonably
      satisfactory to the Company, or, in the case of any such mutilation,
      upon surrender and cancellation of this Warrant, the Company shall make
      and deliver, in lieu of such lost, stolen, destroyed or mutilated
      Warrant, a new Warrant of like tenor and representing the right to
      purchase the same aggregate number of Shares as provided for in such
      lost, stolen, destroyed or mutilated Warrant.
    

    
      11.       Saturdays, Sundays,
      Holidays, etc.  If the last or appointed day for the taking of any
      action or the expiration of any right required or granted herein shall
      not be a business day, then such action may be taken or such right may
      be exercised on the next succeeding day that is a business day.
    

    
      12.       Rule 144 Information.  The
      Company covenants that it will use its reasonable best efforts to timely
      file all reports and other documents required to be filed by it under
      the Securities Act and the Exchange Act and the rules and regulations
      promulgated by the SEC thereunder (or, if the Company is not required to
      file such reports, it will, upon the request of any Warrantholder, make
      publicly available such information as necessary to permit sales
      pursuant to Rule 144 under the Securities Act), and it will use
      reasonable best efforts to take such further action as any Warrantholder
      may reasonably request, in each case to the extent required from time to
      time to enable such holder to, if permitted by the terms of this Warrant
      and the Purchase Agreement, sell this Warrant without registration under
      the Securities Act within the limitation of the exemptions provided by
      (A) Rule 144 under the Securities Act, as such rule may be amended from
      time to time, or (B) any successor rule or regulation hereafter adopted
      by the SEC.  Upon the written request of any Warrantholder, the Company
      will deliver to such Warrantholder a written statement that it has
      complied with such requirements.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      13.       Adjustments and Other
      Rights.  The Exercise Price and the number of Shares issuable upon
      exercise of this Warrant shall be subject to adjustment from time to
      time as follows; provided, that if more than one subsection of
      this Section 13 is applicable to a single event, the subsection shall be
      applied that produces the largest adjustment and no single event shall
      cause an adjustment under more than one subsection of this Section 13 so
      as to result in duplication:
    

    
      (A)       Stock Splits,
      Subdivisions, Reclassifications or Combinations.  If the Company
      shall (i) declare and pay a dividend or make a distribution on its
      Common Stock in shares of Common Stock, (ii) subdivide or reclassify the
      outstanding shares of Common Stock into a greater number of shares, or
      (iii) combine or reclassify the outstanding shares of Common Stock into
      a smaller number of shares, the number of Shares issuable upon exercise
      of this Warrant at the time of the record date for such dividend or
      distribution or the effective date of such subdivision, combination or
      reclassification shall be proportionately adjusted so that the
      Warrantholder after such date shall be entitled to purchase the number
      of shares of Common Stock which such holder would have owned or been
      entitled to receive in respect of the shares of Common Stock subject to
      this Warrant after such date had this Warrant been exercised immediately
      prior to such date.  In such event, the Exercise Price in effect at the
      time of the record date for such dividend or distribution or the
      effective date of such subdivision, combination or reclassification
      shall be adjusted to the number obtained by dividing (x) the product of
      (1) the number of Shares issuable upon the exercise of this Warrant
      before such adjustment and (2) the Exercise Price in effect immediately
      prior to the record or effective date, as the case may be, for the
      dividend, distribution, subdivision, combination or reclassification
      giving rise to this adjustment by (y) the new number of Shares issuable
      upon exercise of the Warrant determined pursuant to the immediately
      preceding sentence.
    

    
      (B)       Certain Issuances of
      Common Shares or Convertible Securities.  Until the earlier of (i)
      the date on which the Original Warrantholder no longer holds this
      Warrant or any portion thereof and (ii) the third anniversary of the
      Issue Date, if the Company shall issue shares of Common Stock (or rights
      or warrants or other securities exercisable or convertible into or
      exchangeable (collectively, a “conversion”) for shares of
      Common Stock) (collectively, “convertible securities”)
      (other than in Permitted Transactions (as defined below) or a
      transaction to which subsection (A) of this Section 13 is applicable)
      without consideration or at a consideration per share (or having a
      conversion price per share) that is less than 90% of the Market Price on
      the last trading day preceding the date of the agreement on pricing such
      shares (or such convertible securities) then, in such event:
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (A) the number of Shares issuable upon the exercise of this Warrant
      immediately prior to the date of the agreement on pricing of such shares
      (or of such convertible securities) (the “Initial Number”)
      shall be increased to the number obtained by multiplying the Initial
      Number by a fraction (A) the numerator of which shall be the sum of (x)
      the number of shares of Common Stock of the Company outstanding on such
      date and (y) the number of additional shares of Common Stock issued (or
      into which convertible securities may be exercised or convert) and (B)
      the denominator of which shall be the sum of (I) the number of shares of
      Common Stock outstanding on such date and (II) the number of shares of
      Common Stock which the aggregate consideration receivable by the Company
      for the total number of shares of Common Stock so issued (or into which
      convertible securities may be exercised or convert) would purchase at
      the Market Price on the last trading day preceding the date of the
      agreement on pricing such shares (or such convertible securities); and
    

    
      (B) the Exercise Price payable upon exercise of the Warrant shall be
      adjusted by multiplying such Exercise Price in effect immediately prior
      to the date of the agreement on pricing of such shares (or of such
      convertible securities) by a fraction, the numerator of which shall be
      the number of shares of Common Stock issuable upon exercise of this
      Warrant prior to such date and the denominator of which shall be the
      number of shares of Common Stock issuable upon exercise of this Warrant
      immediately after the adjustment described in clause (A) above.
    

    
      For purposes of the foregoing, the aggregate consideration receivable by
      the Company in connection with the issuance of such shares of Common
      Stock or convertible securities shall be deemed to be equal to the sum
      of the net offering price (including the Fair Market Value of any
      non-cash consideration and after deduction of any related expenses
      payable to third parties) of all such securities plus the minimum
      aggregate amount, if any, payable upon exercise or conversion of any
      such convertible securities into shares of Common Stock; and “Permitted
      Transactions” shall mean issuances (i) as consideration for or to
      fund the acquisition of businesses and/or related assets, (ii) in
      connection with employee benefit plans and compensation related
      arrangements in the ordinary course and consistent with past practice
      approved by the Board of Directors, (iii) in connection with a public or
      broadly marketed offering and sale of Common Stock or convertible
      securities for cash conducted by the Company or its affiliates pursuant
      to registration under the Securities Act or Rule 144A thereunder on a
      basis consistent with capital raising transactions by comparable
      financial institutions and (iv) in connection with the exercise of
      preemptive rights on terms existing as of the Issue Date.  Any
      adjustment made pursuant to this Section 13(B) shall become effective
      immediately upon the date of such issuance.
    

    
      (C)       Other Distributions.  In
      case the Company shall fix a record date for the making of a
      distribution to all holders of shares of its Common Stock of securities,
      evidences of indebtedness, assets, cash, rights or warrants (excluding
      Ordinary Cash Dividends, dividends of its Common Stock and other
      dividends or distributions referred to in Section 13(A)), in each such
      case, the Exercise Price in effect prior to such record date shall be
      reduced immediately thereafter to the price determined by multiplying
      the Exercise Price in effect immediately prior to the reduction by the
      quotient of (x) the Market Price of the Common Stock on the last trading
      day preceding the first date on which the Common Stock trades regular
      way on the principal national securities exchange on which the Common
      Stock is listed or admitted to trading without the right to receive such
      distribution, minus the amount of cash and/or the Fair Market Value of
      the securities, evidences of indebtedness, assets, rights or warrants to
      be so distributed in respect of one share of Common Stock (such amount
      and/or Fair Market Value, the “Per Share Fair Market Value”)
      divided by (y) such Market Price on such date specified in clause (x);
      such adjustment shall be made successively whenever such a record date
      is fixed.  In such event, the number of Shares issuable upon the
      exercise of this Warrant shall be increased to the number obtained by
      dividing (x) the product of (1) the number of Shares issuable upon the
      exercise of this Warrant before such adjustment, and (2) the Exercise
      Price in effect immediately prior to the distribution giving rise to
      this adjustment by (y) the new Exercise Price determined in accordance
      with the immediately preceding sentence.  In the case of adjustment for
      a cash dividend that is, or is coincident with, a regular quarterly cash
      dividend, the Per Share Fair Market Value would be reduced by the per
      share amount of the portion of the cash dividend that would constitute
      an Ordinary Cash Dividend.  In the event that such distribution is not
      so made, the Exercise Price and the number of Shares issuable upon
      exercise of this Warrant then in effect shall be readjusted, effective
      as of the date when the Board of Directors determines not to distribute
      such shares, evidences of indebtedness, assets, rights, cash or
      warrants, as the case may be, to the Exercise Price that would then be
      in effect and the number of Shares that would then be issuable upon
      exercise of this Warrant if such record date had not been fixed.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (D)       Certain Repurchases of
      Common Stock.  In case the Company effects a Pro Rata Repurchase of
      Common Stock, then the Exercise Price shall be reduced to the price
      determined by multiplying the Exercise Price in effect immediately prior
      to the Effective Date of such Pro Rata Repurchase by a fraction of which
      the numerator shall be (i) the product of (x) the number of shares of
      Common Stock outstanding immediately before such Pro Rata Repurchase and
      (y) the Market Price of a share of Common Stock on the trading day
      immediately preceding the first public announcement by the Company or
      any of its Affiliates of the intent to effect such Pro Rata Repurchase,
      minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and
      of which the denominator shall be the product of (i) the number of
      shares of Common Stock outstanding immediately prior to such Pro Rata
      Repurchase minus the number of shares of Common Stock so repurchased and
      (ii) the Market Price per share of Common Stock on the trading day
      immediately preceding the first public announcement by the Company or
      any of its Affiliates of the intent to effect such Pro Rata
      Repurchase.  In such event, the number of shares of Common Stock
      issuable upon the exercise of this Warrant shall be increased to the
      number obtained by dividing (x) the product of (1) the number of Shares
      issuable upon the exercise of this Warrant before such adjustment, and
      (2) the Exercise Price in effect immediately prior to the Pro Rata
      Repurchase giving rise to this adjustment by (y) the new Exercise Price
      determined in accordance with the immediately preceding sentence.  For
      the avoidance of doubt, no increase to the Exercise Price or decrease in
      the number of Shares issuable upon exercise of this Warrant shall be
      made pursuant to this Section 13(D).
    

    
      (E)       Business Combinations.  In
      case of any Business Combination or reclassification of Common Stock
      (other than a reclassification of Common Stock referred to in Section
      13(A)), the Warrantholder’s right to receive Shares upon exercise of
      this Warrant shall be converted into the right to exercise this Warrant
      to acquire the number of shares of stock or other securities or property
      (including cash) which the Common Stock issuable (at the time of such
      Business Combination or reclassification) upon exercise of this Warrant
      immediately prior to such Business Combination or reclassification would
      have been entitled to receive upon consummation of such Business
      Combination or reclassification; and in any such case, if necessary, the
      provisions set forth herein with respect to the rights and interests
      thereafter of the Warrantholder shall be appropriately adjusted so as to
      be applicable, as nearly as may reasonably be, to the Warrantholder’s
      right to exercise this Warrant in exchange for any shares of stock or
      other securities or property pursuant to this paragraph.  In determining
      the kind and amount of stock, securities or the property receivable upon
      exercise of this Warrant following the consummation of such Business
      Combination, if the holders of Common Stock have the right to elect the
      kind or amount of consideration receivable upon consummation of such
      Business Combination, then the consideration that the Warrantholder
      shall be entitled to receive upon exercise shall be deemed to be the
      types and amounts of consideration received by the majority of all
      holders of the shares of common stock that affirmatively make an
      election (or of all such holders if none make an election).
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (F)       Rounding of
      Calculations; Minimum Adjustments.  All calculations under this
      Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or
      to the nearest one-hundredth (1/100th) of a share, as the case may
      be.  Any provision of this Section 13 to the contrary notwithstanding,
      no adjustment in the Exercise Price or the number of Shares into which
      this Warrant is exercisable shall be made if the amount of such
      adjustment would be less than $0.01 or one-tenth (1/10th) of a share of
      Common Stock, but any such amount shall be carried forward and an
      adjustment with respect thereto shall be made at the time of and
      together with any subsequent adjustment which, together with such amount
      and any other amount or amounts so carried forward, shall aggregate
      $0.01 or 1/10th of a share of Common Stock, or more.
    

    
      (G)       Timing of Issuance of
      Additional Common Stock Upon Certain Adjustments.  In any case in
      which the provisions of this Section 13 shall require that an adjustment
      shall become effective immediately after a record date for an event, the
      Company may defer until the occurrence of such event (i) issuing to the
      Warrantholder of this Warrant exercised after such record date and
      before the occurrence of such event the additional shares of Common
      Stock issuable upon such exercise by reason of the adjustment required
      by such event over and above the shares of Common Stock issuable upon
      such exercise before giving effect to such adjustment and (ii) paying to
      such Warrantholder any amount of cash in lieu of a fractional share of
      Common Stock; provided, however, that the Company upon
      request shall deliver to such Warrantholder a due bill or other
      appropriate instrument evidencing such Warrantholder’s right to receive
      such additional shares, and such cash, upon the occurrence of the event
      requiring such adjustment.
    

    
      (H)       Completion of Qualified
      Equity Offering.  In the event the Company (or any successor by
      Business Combination) completes one or more Qualified Equity Offerings
      on or prior to December 31, 2009 that result in the Company (or any such
      successor ) receiving aggregate gross proceeds of not less than 100% of
      the aggregate liquidation preference of the Preferred Shares (and any
      preferred stock issued by any such successor to the Original
      Warrantholder under the CPP), the number of shares of Common Stock
      underlying the portion of this Warrant then held by the Original
      Warrantholder shall be thereafter reduced by a number of shares of
      Common Stock equal to the product of (i) 0.5 and (ii) the number of
      shares underlying the Warrant on the Issue Date (adjusted to take into
      account all other theretofore made adjustments pursuant to this Section
      13).
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (I)       Other Events.  For
      so long as the Original Warrantholder holds this Warrant or any portion
      thereof, if any event occurs as to which the provisions of this Section
      13 are not strictly applicable or, if strictly applicable, would not, in
      the good faith judgment of the Board of Directors of the Company, fairly
      and adequately protect the purchase rights of the Warrants in accordance
      with the essential intent and principles of such provisions, then the
      Board of Directors shall make such adjustments in the application of
      such provisions, in accordance with such essential intent and
      principles, as shall be reasonably necessary, in the good faith opinion
      of the Board of Directors, to protect such purchase rights as
      aforesaid.  The Exercise Price or the number of Shares into which this
      Warrant is exercisable shall not be adjusted in the event of a change in
      the par value of the Common Stock or a change in the jurisdiction of
      incorporation of the Company.
    

    
      (J)       Statement Regarding
      Adjustments.  Whenever the Exercise Price or the number of Shares
      into which this Warrant is exercisable shall be adjusted as provided in
      Section 13, the Company shall forthwith file at the principal office of
      the Company a statement showing in reasonable detail the facts requiring
      such adjustment and the Exercise Price that shall be in effect and the
      number of Shares into which this Warrant shall be exercisable after such
      adjustment, and the Company shall also cause a copy of such statement to
      be sent by mail, first class postage prepaid, to each Warrantholder at
      the address appearing in the Company’s records.
    

    
      (K)       Notice of Adjustment
      Event.  In the event that the Company shall propose to take any
      action of the type described in this Section 13 (but only if the action
      of the type described in this Section 13 would result in an adjustment
      in the Exercise Price or the number of Shares into which this Warrant is
      exercisable or a change in the type of securities or property to be
      delivered upon exercise of this Warrant), the Company shall give notice
      to the Warrantholder, in the manner set forth in Section 13(J), which
      notice shall specify the record date, if any, with respect to any such
      action and the approximate date on which such action is to take
      place.  Such notice shall also set forth the facts with respect thereto
      as shall be reasonably necessary to indicate the effect on the Exercise
      Price and the number, kind or class of shares or other securities or
      property which shall be deliverable upon exercise of this Warrant.  In
      the case of any action which would require the fixing of a record date,
      such notice shall be given at least 10 days prior to the date so fixed,
      and in case of all other action, such notice shall be given at least 15
      days prior to the taking of such proposed action.  Failure to give such
      notice, or any defect therein, shall not affect the legality or validity
      of any such action.
    

    
      (L)       Proceedings Prior to Any
      Action Requiring Adjustment.  As a condition precedent to the taking
      of any action which would require an adjustment pursuant to this Section
      13, the Company shall take any action which may be necessary, including
      obtaining regulatory, New York Stock Exchange or NASDAQ Stock Market or
      other national securities exchange or stockholder approvals or
      exemptions, in order that the Company may thereafter validly and legally
      issue as fully paid and nonassessable all shares of Common Stock that
      the Warrantholder is entitled to receive upon exercise of this Warrant
      pursuant to this Section 13.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (M)       Adjustment Rules.  Any
      adjustments pursuant to this Section 13 shall be made successively
      whenever an event referred to herein shall occur.  If an adjustment in
      Exercise Price made hereunder would reduce the Exercise Price to an
      amount below par value of the Common Stock, then such adjustment in
      Exercise Price made hereunder shall reduce the Exercise Price to the par
      value of the Common Stock.
    

    
      14.       Exchange.  At any
      time following the date on which the shares of Common Stock of the
      Company are no longer listed or admitted to trading on a national
      securities exchange (other than in connection with any Business
      Combination), the Original Warrantholder may cause the Company to
      exchange all or a portion of this Warrant for an economic interest (to
      be determined by the Original Warrantholder after consultation with the
      Company) of the Company classified as permanent equity under U.S. GAAP
      having a value equal to the Fair Market Value of the portion of the
      Warrant so exchanged.  The Original Warrantholder shall calculate any
      Fair Market Value required to be calculated pursuant to this Section 14,
      which shall not be subject to the Appraisal Procedure.
    

    
      15.       No Impairment.  The
      Company will not, by amendment of its Charter or through any
      reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities or any other voluntary action, avoid or seek
      to avoid the observance or performance of any of the terms to be
      observed or performed hereunder by the Company, but will at all times in
      good faith assist in the carrying out of all the provisions of this
      Warrant and in taking of all such action as may be necessary or
      appropriate in order to protect the rights of the Warrantholder.
    

    
      16.       Governing Law.  This
      Warrant will be governed by and construed in accordance with the federal
      law of the United States if and to the extent such law is applicable,
      and otherwise in accordance with the laws of the State of New York
      applicable to contracts made and to be performed entirely within such
      State.  Each of the Company and the Warrantholder agrees (a) to submit
      to the exclusive jurisdiction and venue of the United States District
      Court for the District of Columbia for any civil action, suit or
      proceeding arising out of or relating to this Warrant or the
      transactions contemplated hereby, and (b) that notice may be served upon
      the Company at the address in Section 20 below and upon the
      Warrantholder at the address for the Warrantholder set forth in the
      registry maintained by the Company pursuant to Section 9 hereof.  To the
      extent permitted by applicable law, each of the Company and the
      Warrantholder hereby unconditionally waives trial by jury in any civil
      legal action or proceeding relating to the Warrant or the transactions
      contemplated hereby or thereby.
    

    
      17.       Binding Effect.  This
      Warrant shall be binding upon any successors or assigns of the Company.
    

    
      18.       Amendments.  This
      Warrant may be amended and the observance of any term of this Warrant
      may be waived only with the written consent of the Company and the
      Warrantholder.
    

    
      19.       Prohibited Actions.  The
      Company agrees that it will not take any action which would entitle the
      Warrantholder to an adjustment of the Exercise Price if the total number
      of shares of Common Stock issuable after such action upon exercise of
      this Warrant, together with all shares of Common Stock then outstanding
      and all shares of Common Stock then issuable upon the exercise of all
      outstanding options, warrants, conversion and other rights, would exceed
      the total number of shares of Common Stock then authorized by its
      Charter.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      20.       Notices.  Any
      notice, request, instruction or other document to be given hereunder by
      any party to the other will be in writing and will be deemed to have
      been duly given (a) on the date of delivery if delivered personally, or
      by facsimile, upon confirmation of receipt, or (b) on the second
      business day following the date of dispatch if delivered by a recognized
      next day courier service.  All notices hereunder shall be delivered as
      set forth in Item 8 of Schedule A hereto, or pursuant to such other
      instructions as may be designated in writing by the party to receive
      such notice.
    

    
      21.       Entire Agreement.  This
      Warrant, the forms attached hereto and Schedule A hereto (the terms of
      which are incorporated by reference herein), and the Letter Agreement
      (including all documents incorporated therein), contain the entire
      agreement between the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous arrangements or undertakings
      with respect thereto.
    

    
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      [Form of Notice of Exercise]
Date:  _________
    

    
      TO:        Emclaire Financial Corp.
    

    
      RE:        Election to Purchase Common Stock
    

    
      The undersigned, pursuant to the provisions
      set forth in the attached Warrant, hereby agrees to subscribe for and
      purchase the number of shares of the Common Stock set forth below
      covered by such Warrant.  The undersigned, in accordance with Section 3
      of the Warrant, hereby agrees to pay the aggregate Exercise Price for
      such shares of Common Stock in the manner set forth below.  A new
      warrant evidencing the remaining shares of Common Stock covered by such
      Warrant, but not yet subscribed for and purchased, if any, should be
      issued in the name set forth below.
    

    
      Number of Shares of Common Stock _________________
    

    
      Method of Payment of Exercise Price (note if cashless exercise pursuant
      to Section 3(i) of the Warrant or cash exercise pursuant to Section
      3(ii) of the Warrant, with consent of the Company and the
      Warrantholder)                              _________________
    

    
      Aggregate Exercise Price:                _________________
    

    

    

    
      Holder:                                                                                                               
    

    
      By:                                                                                                         
    

    
      Name:                                                                                                     
    

    
      Title:                                                                                                      
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
      executed by a duly authorized officer.
    

    
      Dated:  December 23, 2008
    

    

    

    
    	
           
        	
           
        	
          
            COMPANY: EMCLAIRE FINANCIAL CORP.
          

        	

        
	
          
             
          

        	

        	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	

        	

        	
           
        
	
          
             
          

        	

        	
          
            By:
          

        	
          
            /s/ David L. Cox
          

        	

        
	

        	

        	

        	
          
            Name:
          

        	
          
            David L. Cox
          

        	

        
	

        	

        	

        	
          
            Title:
          

        	
          
            Chairman, President and Chief
          

        	

        
	

        	

        	

        	

        	
          
            Executive Officer
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
          
             
          

        	

        
	

        	

        	
          
            Attest:
          

        	

        	
          
             
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	
          
            /s/ William C. Marsh
          

        	

        
	

        	

        	

        	
          
            Name:
          

        	
          
            William C. Marsh
          

        	

        
	

        	

        	

        	
          
            Title:
          

        	
          
            Chief Financial Officer and Treasurer
          

        	

        


    

    

    

    
      [Signature Page to Warrant]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SCHEDULE A
    

    
      Item 1
    

    
      Name: Emclaire Financial Corp.
    

    
      Corporate or other organizational form:  Corporation
    

    
      Jurisdiction of organization: Pennsylvania
    

    
      Item 2
    

    
      Exercise Price:  $22.45 per share
    

    
      Item 3
    

    
      Issue Date: December 23, 2008
    

    
      Item 4
    

    
      Amount of last dividend declared prior to the Issue Date: $0.34 per
      shares of common stock
    

    
      Item 5
    

    
      Date of Letter Agreement between the Company and the United States
      Department of the Treasury: December 23, 2008
    

    
      Item 6
    

    
      Number of shares of Common Stock:  50,111
    

    
      Item 7
    

    
      Company’s address:
    

    

    

    
      Emclaire Financial Corp.
612 Main Street,
Emlenton,
      Pennsylvania  16373
Attention:  William C. Marsh, Chief
      Financial Officer
    

    
      Item 8
    

    
      Notice information:
    

    
      If to the Company to:
    

    
      Emclaire Financial Corp.
612 Main Street,
Emlenton,
      Pennsylvania  16373
Attention:  William C. Marsh, Chief
      Financial Officer and Treasurer
    

    
      Facsimile: (724) 867-9326
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      With a copy to:
    

    
      Patton Boggs LLP
2550 M Street, N.W.
Washington, D.C. 20037
Attention:          Kevin
      M. Houlihan, Esq.
Facsimile: (202) 457-6315
    

    
      If to the Warrantholder:
    

    

    

    
      The Bank of New York Mellon
101 Barclay Street, 4 West
Capital
      Purchase Program
New York, NY 10286
Attn: Courtney Bartholomew