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COMMON STOCK                EMCLAIRE FINANCIAL CORP.                    SHARES
CERTIFICATE NO.
                             INCORPORATED UNDER THE
                    LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
             Authorized Shares 12,000,000 Par Value $1.25 Per Share



   This Certifies that _________________________________________ is the owner
                         (See reverse for certain definitions)


   of _____________________________________________________________ shares of


                            EMCLAIRE FINANCIAL CORP.


     full  paid  and  non-assessable,  transferable  only  on the  books  of the
     Corporation  in  person  or  by  Attorney,   upon  the  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  _______________________  day of ____________________
     A.D. 19____



____________________________________       ____________________________________
SECRETARY                                                             PRESIDENT

                                      SEAL
 



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         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:


                                                                                  
TEN COM - as tenants in common               UNIF GIFT MIN ACT -   ____________    Custodian___________
                                                                      (Cus)                   (Minor)
TEN ENT - as tenants by the entireties       under Uniform Gifts to Minors Act
                                             _______________________
JT TEN  - as joint tenants with right of             (State)
          survivorship and not as tenants
          in common


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

 FOR VALUE RECEIVED ______________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________

________________________________________________________________________________

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
                             X__________________________________________________

X_____________________________________________________


         NOTICE: The signatures to 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 whatever.