NO.                                                                       SHARES


                                    JPE, INC.


This Certifies that                                              is the owner of
                                   full paid and non-assessable PREFERRED Shares
      par value, of JPE, Inc., 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 designations,  preferences,  qualifications,  limitation, restrictions,
and  special or  relative  rights of the  Preferred  Shares  and Common  Shares,
respectively,  are set  forth on the back of this  certificate,  and the  holder
hereof,  by accepting this certificate  expressly assents to and is bound by all
of said provisions.

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             day of              A.D. 19   .



- ---------------------------------            -----------------------------------
Karen A. Radtke, Secretary                   Richard R. Chrysler, President




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

     --------------------------              -------------------------



Except as provided by resolutions of the Board of Directors  dated May 17, 1999,
each share of the First Series Preferred Shares shall possess rights equal to 50
common  shares  of  JPE,  Inc.  Except  as  required  by the  Michigan  Business
Corporation  Act, the First Series  Preferred  Shares shall have no preferential
rights and the holders of First Series  Preferred Shares and common shares shall
vote together and not as separate classes.

The shares  represented by this  certificate  have not been registered under the
Securities Act of 1933, as amended,  the Michigan Uniform  Securities Act or the
securities  statutes  of any  other  State or  jurisdiction  (collectively,  the
"Securities Acts"). The shares are restricted securities and may not be pledged,
hypothecated,  sold or transferred  in the absence of an effective  registration
statement  for the shares  under the  Securities  Acts or an opinion of counsel,
satisfactory  to the  corporation,  that  registration is not required under the
Securities Acts.