Exhibit 4.1
    

    
      

      


    

    
    	
          **PS-__**
        	
          Incorporated under the laws
        	
          **______**
        
	

        	
          of the State of Pennsylvania
        	

        


    

    
      

      

      

      


    

    
      EMCLAIRE FINANCIAL CORP.
    

    

    

    
      

      

      

      


    

    
    	

        	
          CUSIP:
        
	
          This Certifies that:
        	

        


    

    

    

    
    	
          Is the owner of:
        	

        
	

        	
          
            __________________________________________________ (___) SHARES
            OF
          

        
	
           
        	
          
            FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, PAR
            VALUE $1.00
          

        


    

    

    

    
      The shares represented by this certificate are transferable only on the
      stock transfer books of the Corporation by the holder of record thereof,
      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 herein and of the Amended and Restated Articles of
      Incorporation and Bylaws of the Corporation and any amendments thereto
      (copies of which are on file with the Corporation), to all of which
      provisions the holder by acceptance hereof, assents.
    

    
      

      SEE RESTRICTIONS AND LEGENDS ON REVERSE
    

    

    

    
    	
           
        	
          
            Dated:
          

        	
          
            , 200_
          

        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        	

        	
          
             
          

        
	

        	

        	
          David L. Cox, President
        	

        	
          Raymond M. Lawton, Secretary
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      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 144A 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 THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A, 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.