EX-4.2






Exhibit 4.2




 [Front of Stock Certificate]




	 	 	 
	NUMBER

	 	SHARES
	-X-

	 	XX
	 

	 	 






	 	 	 
	INCORPORATED UNDER THE LAWS OF

THE STATE OF MISSOURI

	 	SEE REVERSE FOR STATEMENT AS TO THE

RIGHTS, PREFERENCES, PRIVILEGES AND

RESTRICTIONS ON SHARES






HAWTHORN BANCSHARES, INC.




Fixed Rate Cumulative Perpetual Preferred Stock, Series 2008




30,255 SHARES AUTHORIZED, $0.01 PAR VALUE




	 	 	 	 	 
	This Certifies that

	 	Specimen
	 	is the
	
 
	 	 
	 	

	registered holder of

	 	XX (XX)
	 	Shares
	
 
	 	 
	 	







of Fully Paid and Non-Assessable Fixed Rate Cumulative Perpetual Preferred Stock, Series 2008,




transferable only on the books of the Corporation by the holder hereof in

person or by Attorney upon surrender of this Certificate properly endorsed.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	In Witness Whereof, the said Corporation has caused this Certificate to be signed

	by its duly authorized officers and its Corporate Seal to be hereunto affixed

	this

	 	XX
	 	day
	 	of
	 	XXXXX
	 	A.D.
	 	XXXX
	
 
	 	 
	 	 	 	 	 	 
	 	

	 	







	 	 	 
	Secretary

	 	President






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[Back of Stock Certificate]




HAWTHORN BANCSHARES, INC.




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.



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.



	 	 	 	 	 
	For Value Received, ______ hereby sell, assign and transfer

	unto___________________________________________________

	_________________________________________________ Shares

	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 _______________________ 19________

	In presence of
	 	 	—	 







     



NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATSOEVER.




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