FORM OF SHARE CERTIFICATE
                                    [FRONT]



COMMON SHARES                                                 COMMON SHARES

NUMBER                         Peoples Financial                 SHARES

(SPECIMEN)                        Corporation                   (SPECIMEN)

INCORPORATED UNDER THE LAWS                       SEE REVERSE SIDE  FOR CERTAIN
OF THE STATE OF OHIO                              DEFINITIONS  AND RESTRICTIONS

                                                             CUSIP 71103A 10 4





     THIS  CERTIFIES  THAT  (SPECIMEN)  is the owner of _____  fully  paid and
nonassessable  common shares, no par value, of Peoples  Financial  Corporation
(the  "Corporation")  and Ohio  corporation.  The shares  represented  by this
certificate  are  transferable  only on the  books of the  Corporation  by the
holder  of  record  hereof,  or by  his  duly  authorized  attorney  or  legal
representative, upon the surrender of this certificate properly endorsed. This
certificate  is is  not  valid  until  countersigned  and  registered  by  the
Corporation'stransfer agent and registrar.

     IN WITNESS  WHEREOF,  the Corporation  has caused this  certificate to be
executed by the facsimile  signatures of its duly authorized  officers and has
caused a facsimile of its corporate seal to be hereunto affixed.




Dated ______________               This Security is Not A Deposit Or Account
                                   And is Not Federally Insured Or Guaranteed.


Vincent G. Matecheck                  Paul von Guntent
Secretary                             President


Countersigned  and registered:  FIFTH-THIRD BANK  (Cincinnati,  Ohio) Transfer
Agent and Registrar.


                                     By ______________________________________
                                        Authorized Signature






                           FORM OF SHARE CERTIFICATE
                                    [BACK]


                         PEOPLES FINANCIAL CORPORATION

     The  interest  in  Peoples  Financial   Corporation  (the  "Corporation")
evidenced  by  this  Certificate  may not be  transferred,  sold,  retired  or
withdrawn  except as provided in the Rules and Regulations  promulgated by the
Office of Thrift Supervision and the Articles of Incorporation and Regulations
of the Corporation.

     This  Corporation  will mail to the holder of the common shares evidenced
hereby a copy of the express terms of such shares  without  charge within five
(5) days after receipt of a written request therefor.

     The common shares  evidenced hereby are not accounts of an insurable type
and are not insured by the Federal Deposit Insurance Corporation.

     The following abbreviations,  when used in the inscription on the face of
this  certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:


                       UNIF GIFT MIN ACT - ____________ Custodian______________
TEN COM - as tenants in common                (Cust)                 (Minor)
TEN ENT - as tenants by the entireties         under Unifom Gifts to Minors
JT TEN  - as joint tenants with        
          right of survivorship and              Act __________________________
          not as tenants in common                            (State)
TOD - transfer on death          
                       UNIF TRF MIN ACT - _____________Custodian (until age ___)

                                       _______________ under Uniform Transfers
                                       to Minors Act (____________)
                                                        (State)


    Additional abbreviations may also be used though not in the above list.


                     For Value Received, _________________ hereby sell, assign
and transfer unto ____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
____________of the 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 ____________________

                                               X______________________________


                                               X______________________________


NOTICE:  The signature on this  Assignment  must  correspond  with the name as
written  upon  the face of this  Certificate,  in  every  particular,  without
alteration or enlargement, or any change whatever.


In the presence of ______________________________