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                                                                     Exhibit 4.3

                                 FIRST AMENDMENT
                                     TO THE
                                 FOURTH RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         UNITED FIRE & CASUALTY COMPANY

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

     Pursuant to the provisions of Section 490.601 and Section 490.602 of the
Iowa Business Corporation Act, Code of Iowa, as amended, United Fire & Casualty
Company, an Iowa corporation (the "Corporation"), does hereby adopt the
following Articles of Amendment to its Fourth Restated Articles of
Incorporation:

                              ARTICLES OF AMENDMENT

      I.  The name of the corporation is UNITED FIRE & CASUALTY COMPANY.

      II. The Fourth Restated Articles of Incorporation are amended by adding
the following Section A to Article V of the Fourth Restated Articles of
Incorporation:

                                  ARTICLE V(A)

                         $25 [  ]% CUMULATIVE CONVERTIBLE
               REDEEMABLE PREFERRED STOCK, SERIES A, NO PAR VALUE

     Section 1.  Number; Designation; Registered Form.

      (a) The shares of this series shall be designated as "$25 [ ]% Cumulative
Convertible Redeemable Preferred Stock, Series A, no par value" (the "Preferred
Stock"). The number of shares constituting the Preferred Stock shall be        .

      (b) All shares of Preferred Stock redeemed, purchased, exchanged,
converted or otherwise acquired by the Corporation shall be retired and canceled
and, upon the taking of any action required by applicable law, shall be restored
to the status of authorized but unissued shares of preferred stock of the
Corporation, without designation as to series, and may thereafter be reissued.

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      (c) Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in Section 10 below.

     Section 2. Ranking. The Preferred Stock will rank, with respect to dividend
rights and rights upon liquidation, winding up or dissolution:

      (a) junior to Senior Stock and the Corporation's existing and future debt
obligations;

      (b) on a parity with Parity Stock; and

      (c) senior to Junior Stock.

     Section 3. Dividends.

      (a) If the conditions to payment set forth in Section 3(b) below are
satisfied, the Board of Directors shall declare cumulative dividends at the
annual rate of [ ]% of the Liquidation Preference, to be payable on each
Dividend Payment Date, as set forth below. Dividends are payable in arrears on
March 15, June 15, September 15 and December 15 of each year (each, a "Dividend
Payment Date"), beginning on [       ], 2002. If any of those dates is not a
Business Day, then dividends will be payable on the next succeeding Business
Day. The dividends payable on any Dividend Payment Date will accrue and are
cumulative from the date the Preferred Stock is first issued. Dividends will be
payable to holders of record as they appear in the Corporation's stock records
at the close of business on March 1, June 1, September 1 and December 1 of each
year (each, a "Dividend Payment Record Date"). Dividends payable on the shares
of Preferred Stock for any period other than a full quarterly period will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

      (b) To pay dividends on any Dividend Payment Date, the following
conditions must be met: (A) the Corporation shall have earned profits arising
from the Corporation's business, which shall not include contributed capital or
contributed surplus, and dividends shall be paid only from such earned profits;
(B) the Corporation shall have funds legally available to make such payment; (C)
after giving effect to the payment of the dividend, the Corporation must (i) be
able to pay its debts as they become due in the usual course of business or (ii)
have total assets equal to or more than the sum of the Corporation's total
liabilities plus the amount needed to satisfy upon dissolution any preferential
rights of stockholders who hold securities that are senior to the Preferred
Stock; and (D) payment of dividends shall not, as determined by the Board of
Directors, continue or cause a default under any provision of applicable law or
the Articles of Incorporation, as amended, or the by-laws of the Corporation or
any agreement or other instrument binding upon the Corporation or its
Subsidiaries or any judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Corporation or any of its Subsidiaries.

      (c) Nothing in this Article V(A) shall prohibit the payment of dividends
on Common Stock provided the Corporation is, at the time of payment of such
dividend, current in the payment of all dividends to be paid pursuant to the
provisions of Section 3(a).

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     Section 4. Liquidation Preference.

         (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, each holder of Preferred Stock shall be entitled
to payment, out of the assets of the Corporation available for distribution, of
an amount equal to the Liquidation Preference attributable to the shares held by
such holder, plus an amount equal to all accrued and unpaid dividends on those
shares to, but excluding, the date of liquidation, dissolution or winding up,
before any distribution is made on any Junior Stock, including Common Stock.
After payment in full of the Liquidation Preference and an amount equal to all
accrued and unpaid dividends to which holders of shares of Preferred Stock are
entitled, such holders shall not be entitled to any further participation in any
distribution of the assets of the Corporation. If, upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
amounts payable with respect to shares of Preferred Stock and all other Parity
Stock are not paid in full, the holders of shares of Preferred Stock and the
holders of the Parity Stock shall share equally and ratably in any distribution
of assets of the Corporation in proportion to the full Liquidation Preference
and an amount equal to all accrued and unpaid dividends, if any, to which each
such holder is entitled.

         (b) Neither the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Corporation nor the
consolidation, merger or amalgamation of the Corporation with or into any other
entity or the consolidation, merger or amalgamation of any other entity with or
into the Corporation shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation.

     Section 5. Redemption.  Shares of Preferred Stock shall be redeemable as
provided below.

         (a) Mandatory Redemption. On [       ], 2014, the Corporation will be
obligated, subject to having legally available funds, and only if the
Corporation is not prohibited from doing so by Iowa law or contractual
obligations, to redeem all Outstanding shares of Preferred Stock for cash at the
Redemption Price.

         (b) Redemption at the Corporation's Option.

                  (i)  The shares of Preferred Stock shall not be redeemable at
any time prior to [      ], 2005. After such date, the Corporation will have the
option to redeem any Outstanding shares of Preferred Stock, out of funds legally
available for payment on account of such redemption, at the Redemption Price
upon not less than 30 nor more than 60 days' prior Notice.

                  (ii) Notwithstanding the foregoing, the Corporation may pay
such Redemption Price only if the Corporation has funds legally available for
such payment and the redemption is not prohibited by Iowa law or contractual
restrictions that prevent the Corporation from paying the Redemption Price. In
the case of any partial redemption, the Corporation will select the

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shares of Preferred Stock to be redeemed on a pro rata basis, by lot or any
other method that the Corporation, in its discretion, deems fair and
appropriate. However, the Corporation may, without regard to proportionality or
any other factor, redeem all of the shares of Preferred Stock held by any
holders of fewer than 100 shares of Preferred Stock (or all the shares of
Preferred Stock held by holders who would hold fewer than 100 shares of
Preferred Stock as a result of such redemption).

               (iii) If fewer than all the shares of Preferred Stock represented
by any share certificate are to be so redeemed, then, for the purposes of
determining the number of such shares that will remain after redemption, any
shares represented thereby which were converted before termination of the
conversion right with respect to such shares shall be regarded as not having
formed a part of the shares elected for redemption.

               (iv) If the Corporation elects to redeem the Preferred Stock in
the manner described in this Section 5(b), the Corporation shall give Notice of
such redemption (the "Redemption Notice") to the holders of record of shares of
Preferred Stock not fewer than 30 days nor more than 60 days before the
Redemption Date provided, however, that no failure to give such Redemption
Notice nor any deficiency therein shall affect the validity of the procedure for
the redemption of any shares of the Preferred Stock to be redeemed except as to
the holder or holders to whom the Corporation has failed to give said Redemption
Notice or except as to the holder or holders whose Redemption Notice was
defective. All such Redemption Notices shall identify the Preferred Stock to be
redeemed (including CUSIP number) and shall state:

                         (A) the Redemption Date;

                         (B) the Redemption Price;

                         (C) if fewer than all Outstanding shares of Preferred
Stock are to be redeemed, the identification (and, in the case of partial
redemption, the certificate number, the total number of shares represented
thereby and the number of such shares being redeemed on the Redemption Date) of
the particular shares of Preferred Stock to be redeemed;

                         (D) that, on the Redemption Date, the Redemption Price
will become due and payable upon each such share of Preferred Stock to be
redeemed and that dividends thereon will cease to accrue on and after said date;

                         (E) the conversion price, the date on which the right
to convert Preferred Stock to be redeemed will terminate and the place or places
where such Preferred Stock may be surrendered for conversion; and

                         (F) the place or places where such Preferred Stock is
to be surrendered for payment of the Redemption Price.

The Redemption Notice shall be given by the Corporation or, at the Corporation's
request, by the Registrar in the name and at the expense of the Corporation;
provided, that if the

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Corporation so requests, it shall provide the Registrar adequate time, as
reasonably determined by the Registrar, to deliver the Redemption Notice in a
timely fashion.

               (v) Prior to any Redemption Date, the Corporation shall deposit
with the Registrar or with a Paying Agent (or, if the Corporation is acting as
its own Paying Agent, segregate and hold in trust) an amount of consideration
sufficient to pay the Redemption Price of all shares of Preferred Stock which
are to be redeemed on that date other than any Preferred Stock called for
redemption on that date that have been converted into shares of Common Stock
prior to the date of such deposit. If any shares of Preferred Stock called for
redemption are converted, any consideration deposited with the Registrar or with
any Paying Agent or so segregated and held in trust for the redemption of such
shares of Preferred Stock shall, if then held by the Corporation, be discharged
from such trust, or if held by the Registrar or any Paying Agent, be paid or
delivered to the Corporation upon the written request or order of the
Corporation signed in the name of the Corporation by (i) its Chairman of the
Board of Directors, its President or a Vice President and (ii) its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary.

               (vi) Notice of redemption having been given as aforesaid, the
Redemption Price of the Preferred Stock to be redeemed shall, on the Redemption
Date, become due and payable, and from and after such date (unless the
Corporation shall default in the payment of the Redemption Price), such shares
of Preferred Stock shall no longer be Outstanding, dividends on such Preferred
Stock shall cease to accrue, such shares shall cease to be convertible into
Common Stock and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive the Redemption Price without interest)
shall cease. Upon book-entry transfer or surrender of any certificate
representing any such share of Preferred Stock for redemption in accordance with
said notice, such Redemption Price shall thereupon be paid.

               (vii) If any certificate that represents more than one share of
Preferred Stock, not all of which are subject to redemption, is surrendered at
any office or agency of the Corporation designated for that purpose (with, if
the Corporation or the Registrar so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Corporation and the Registrar
duly executed by, the holder thereof or such holder's attorney duly authorized
in writing), the Corporation shall execute, and the Registrar shall deliver to
the holder of such shares of Preferred Stock without service charge, a new
certificate or certificates, representing any number of shares of Preferred
Stock, as requested by such holder, in an aggregate amount equal to the number
of shares not redeemed and represented by the certificate so surrendered.

     (c) In the case of any redemption pursuant to Section 5(a) or Section 5(b):

               (i) Payment of the Redemption Price for Preferred Stock is
conditioned upon book-entry transfer or physical delivery of the certificates
representing the Preferred Stock, together with necessary endorsements, to the
Transfer Agent at any time after delivery of the Redemption Notice. Payment of
the Redemption Price for the Preferred Stock will be made

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promptly following the later of the Redemption Date and the time of book-entry
transfer or physical delivery of certificates representing the Preferred Stock.

               (ii) If the Transfer Agent holds money sufficient to pay the
Redemption Price of Preferred Stock on the Redemption Date in accordance with
the terms of this Article V(A), then, on the Redemption Date, the Preferred
Stock will cease to be Outstanding, whether or not book-entry transfer is made
or certificates representing the Preferred Stock are delivered to the Transfer
Agent. At such time, all rights of a holder as a holder of Preferred Stock shall
terminate, other than the right to receive the Redemption Price.

          (d) If the Redemption Date falls after a Dividend Payment Record Date
and before the related Dividend Payment Date, the holders of the shares of
Preferred Stock at the close of business on that Dividend Payment Record Date
will be entitled to receive the dividend payable on those shares on the
corresponding Dividend Payment Date. However, the Redemption Price payable on
such Redemption Date will not include dividends accruing on that Dividend
Payment Record Date and payable on the corresponding Dividend Payment Date.

     Section 6. Voting Rights.

          (a) Holders of the Preferred Stock will not have any voting rights
except as set forth below in this Section 6 or as otherwise from time to time
required by law. So long as any shares of the Preferred Stock remain
Outstanding, the Corporation shall not, without the consent of the holders of at
least two-thirds of the shares of Preferred Stock Outstanding at the time (i)
issue shares of or increase the authorized number of shares of any class or
series of Senior Stock or (ii) amend the Articles of Incorporation or the
provisions of this Article V(A), whether by merger, consolidation, or otherwise,
if the amendment would alter or change any power, preference or special right of
the Outstanding Preferred Stock so as to materially and adversely affect the
holders thereof. Notwithstanding the foregoing, none of the following shall be
deemed to be an amendment that alters or changes such powers, preferences or
special rights of the Outstanding Preferred Stock so as to materially and
adversely affect the holders of the Preferred Stock: the issuance of shares of
Common Stock; any increase in the authorized number of shares of Common Stock or
Preferred Stock; the authorization and issuance of other classes or series of
Common Stock, Parity Stock or Junior Stock; an amendment of the Corporation's
bylaws so as to change the number of directors of the Corporation, so long as
the number of directors is not increased above fifteen; or any increase,
decrease or change in the par value of any class or series of Capital Stock,
including the Preferred Stock.

          (b) (i) If dividends on the Preferred Stock (or any Parity Stock upon
which rights described in this Section 6(b)(i) have been conferred) are in
arrears and unpaid for six or more Dividend Periods (whether or not consecutive)
(a "Voting Rights Triggering Event"), then the number of directors constituting
the Board of Directors will be increased by two directors, and the holders of
the then outstanding shares of Preferred Stock, together with the holders of
Parity Stock upon which like rights have been conferred and are exercisable,
voting as a single class regardless of series, shall have the right and power to
elect two additional directors to serve on the Board of Directors. For so long
as the Preferred Stock remains outstanding, the

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Board of Directors shall ensure that the Corporation has a number of directors
sufficient to allow the holders of the Preferred Stock to exercise their rights
upon a Voting Rights Triggering Event without any action required by the holders
of any other Capital Stock of the Corporation.

         (ii) The voting rights set forth in Section 6(b)(i) above will continue
until such time as all dividends in arrears on the Preferred Stock are paid in
full, at which time the term of any directors elected pursuant to the provisions
of Section 6(b)(i) above (subject to the right of holders of any other preferred
stock to elect directors pursuant to the terms of the instruments governing such
preferred stock) shall terminate forthwith, and the number of directors
constituting the Board of Directors shall be decreased by such number until the
occurrence of any subsequent Voting Rights Triggering Event. At any time after
voting power to elect directors shall have become vested and be continuing in
the holders of Preferred Stock pursuant to Section 6(b)(i) hereof, or if
vacancies shall exist in the offices of directors elected by such holders, a
proper officer of the Corporation may, and upon the written request of the
holders of record of at least 25% of the shares of Preferred Stock then
outstanding addressed to the secretary of the Corporation shall, call a special
meeting of the holders of Preferred Stock (and the holders of Parity Stock upon
which like rights have been conferred and are exercisable) for the purpose of
electing the directors which such holders of Preferred Stock and such Parity
Stock are entitled to elect; provided, however, that no such special meeting
shall be called if the next annual meeting of stockholders of the Corporation is
to be held within 60 days after the voting power to elect directors shall have
become vested, in which case such meeting shall be deemed to have been called
for such next annual meeting. If such meeting shall not be called by a proper
officer of the Corporation within twenty days after actual delivery of a request
to the secretary of the Corporation at its principal executive offices, then the
holders of record of at least 25% of the outstanding shares of Preferred Stock
may designate in writing one of such holders to call such meeting at the expense
of the Corporation, and such meeting may be called by the person so designated
upon the notice required for the annual meetings of stockholders of the
Corporation and shall be held at the place for holding the annual meetings of
stockholders. Any holder of Preferred Stock or such Parity Stock so designated
shall have, and the Corporation shall provide, access to the lists of holders of
Preferred Stock and the holders of such Parity Stock. If no special meeting of
the holders of Preferred Stock and the holders of such Parity Stock is called as
provided in this Section 6(b)(ii), then such meeting shall be deemed to have
been called for the next annual meeting of stockholders of the Corporation or
special meeting of the holders of any other Capital Stock of the Corporation.

         (iii) At any meeting held for the purposes of electing directors at
which the holders of Preferred Stock (together with the holders of Parity Stock
upon which like rights have been conferred and are exercisable) shall have the
right, voting together as a separate class, to elect directors as aforesaid, the
presence in person or by proxy of the holders of at least a majority in voting
power of the outstanding shares of Preferred Stock (and such Parity Stock) shall
be required to constitute a quorum thereof.

         (iv) Any vacancy occurring in the office of a director elected by the
holders of Preferred Stock (and the holders of Parity Stock upon which like
rights have been conferred and are exercisable) may be filled by the remaining
director elected by the holders of Preferred Stock

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(and such Parity Stock) naming a director, unless and until such vacancy shall
be filled by the holders of Preferred Stock (and such Parity Stock).

         (v) If an event occurs at any time that results in the holders of any
Parity Stock having active voting rights to elect directors to the Board of
Directors, then holders of Preferred Stock shall, whether or not such event
otherwise constitutes a Voting Rights Triggering Event pursuant to Section
6(b)(i), have the voting rights set forth in Section 6(b)(i), and such event
shall be deemed (for purposes of this Section 6(b)(v) only) to constitute a
Voting Rights Triggering Event. In addition, if during a time in which directors
elected by the holders of Preferred Stock pursuant to this Section 6(b) are
serving on the Board of Directors ("Previously-Elected Directors") an event
occurs that results in holders of Parity Stock having voting rights to elect
(voting together with the holders of Preferred Stock) at least two directors to
the Board of Directors, the holders of Preferred Stock shall vote together as
one class with the holders of such Parity Stock to elect such new directors,
and upon the election of the new directors the Previously-Elected Directors
shall  (unless such Previously-Elected Directors are elected as new directors)
cease to serve on the Board of Directors.

     Section 7. Conversion Rights.

         (a) Each share of Preferred Stock shall be convertible at any time at
the option of the holder thereof into fully paid and non-assessable shares of
Common Stock. The Preferred Stock will be convertible into Common Stock at an
initial conversion price of $[ ] per share, adjusted as described below in
Section 8. The number of shares of Common Stock deliverable upon conversion of a
share of Preferred Stock will be equal to the Liquidation Preference divided by
the conversion price then in effect.

         (b) Conversion of shares of Preferred Stock may be effected by any
holder upon the surrender to the Corporation, at the principal office of the
Corporation or at the office of the Transfer Agent, as may be designated by the
Board of Directors, of the certificate or certificates for such shares of
Preferred Stock to be converted accompanied by a written notice stating that
such holder elects to convert all or a specified whole number of such shares in
accordance with the provisions of this Section 7 and specifying the name or
names in which such holder wishes the certificate or certificates for shares of
Common Stock to be issued. In case such notice shall specify a name or names
other than that of such holder, such notice shall be accompanied by payment of
all transfer taxes payable upon the issuance of shares of Common Stock in such
name or names. Other than such taxes, the Corporation shall pay any documentary,
stamp or similar issue or transfer taxes that may be payable in respect of any
issuance or delivery of shares of Common Stock upon conversion of shares of
Preferred Stock pursuant hereto. As promptly as practicable after the surrender
of such certificate or certificates and the receipt of such notice relating to
the conversion and payment of all required transfer taxes, if any (or the
demonstration to the satisfaction of the Corporation that such taxes have been
paid), the Corporation shall deliver or cause to be delivered (i) certificates
representing the number of validly issued, fully paid and non-assessable full
shares of Common Stock to which the holder of shares of Preferred Stock being
converted (or such holder's transferee) shall be entitled, and (ii) if less than
the full number of shares of Preferred Stock evidenced by the surrendered

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certificate or certificates is being converted, a new certificate or
certificates, of like tenor, for the number of shares of Preferred Stock
evidenced by such surrendered certificate or certificates less the number of
shares being converted. Such conversion shall be deemed to have been made at the
close of business on the date of giving such notice and of such surrender of the
certificate or certificates representing the shares of Preferred Stock to be
converted so that the rights of the holder thereof as to the shares being
converted shall cease except for the right to receive shares of Common Stock, in
each case, in accordance herewith, and the person entitled to receive the shares
of Common Stock shall be treated for all purposes as having become the record
holder of such shares of Common Stock at such time.

         (c) Shares of Preferred Stock surrendered for conversion during the
period between the close of business on any Dividend Payment Record Date and the
opening of business on the corresponding Dividend Payment Date must be
accompanied by payment of an amount equal to the dividend payable on such shares
on such Dividend Payment Date.

         (d) In case any shares of Preferred Stock are to be redeemed, the right
of conversion shall cease and terminate, as to the shares of Preferred Stock to
be redeemed, at the close of business on the Business Day immediately preceding
the date fixed for redemption, unless the Corporation shall default in the
payment of the Redemption Price of those shares.

         (e) In connection with the conversion of any shares of Preferred Stock,
no fractions of shares of Common Stock shall be issued. In lieu thereof, the
Corporation shall deliver cash in respect of such fractional shares, based on
the market price of our Common Stock. For purposes of this Section 7(e), the
market price of our Common Stock means the average of the Sale Prices of our
Common Stock for the twenty consecutive trading days immediately preceding the
conversion date.

         (f) The Corporation shall at all times reserve and keep available, free
from preemptive rights, for issuance upon the conversion of shares of Preferred
Stock a number of its authorized but unissued shares of Common Stock that will
be sufficient to permit the conversion of all Outstanding shares of Preferred
Stock. Prior to the delivery of any Common Stock that the Corporation shall be
obligated to deliver upon conversion of the Preferred Stock, the Corporation
shall comply with all applicable federal and state laws
         and regulations which require action to be taken by the Corporation.
All shares of Common Stock delivered upon conversion of the Preferred Stock will
upon delivery be duly and validly issued and fully paid and non-assessable, free
of all liens and charges and not subject to any preemptive rights.

     Section 8. Adjustments to the Conversion Price.

         (a) The conversion price shall be subject to adjustment from time to
time as follows:

                (i) Stock Splits and Combinations. In case the Corporation shall
at any time or from time to time after the issuance date of the shares of
Preferred Stock (A) subdivide or split the outstanding shares of Common Stock,
(B) combine or reclassify the outstanding shares of Common Stock into a smaller
number of shares or (C) issue by reclassification of the shares of

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Common Stock any shares of Capital Stock of the Corporation, then, and in each
such case, the conversion price in effect immediately prior to that event or the
close of business on the record date therefor, whichever is earlier, shall be
adjusted so that the holder of any shares of Preferred Stock thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Common Stock or other securities of the Corporation which the holder would have
owned or have been entitled to receive after the occurrence of any of the events
described above, had those shares of Preferred Stock been surrendered for
conversion immediately prior to the occurrence of that event or the record date
therefor, whichever is earlier. Notwithstanding the foregoing, this Section
8(a)(i) shall not pertain to stock dividends provided for in Section 8(a)(ii)
below, which shall be governed by Section 8(a)(ii).

          (ii)  Stock Dividends in Common Stock. In case the Corporation, at any
time or from time to time after the issuance date of the shares of Preferred
Stock, pays a dividend or makes a distribution in shares of Common Stock on any
class of Capital Stock of the Corporation, and the total number of shares of
Common Stock constituting such dividend or distribution exceeds [ ]% of the
total number of shares of Common Stock outstanding at the close of business on
the record date fixed for determination of stockholders entitled to receive the
dividend or distribution, the conversion price in effect immediately prior to
the close of business on the record date fixed for determination of stockholders
entitled to receive the dividend or distribution shall be adjusted by
multiplying (A) that conversion price by (B) a fraction, the numerator of which
is the number of shares of Common Stock outstanding at the close of business on
that record date and the denominator of which is the sum of that number of
shares and the total number of shares issued in that dividend or distribution.

     In case the total number of shares constituting that dividend or
distribution does not exceed [ ]% of the total number of shares of Common Stock
outstanding at the close of business on the record date fixed for that dividend
or distribution, the shares of Common Stock shall be considered to be issued as
a dividend or distribution at the time of any next succeeding dividend or
distribution in which the number of shares of Common Stock issued, together with
the number of shares issued in all previous such dividends and distributions for
which no adjustment to the conversion price has been made, exceeds [ ]% of the
total number of shares of Common Stock outstanding at the close of business on
the record date for the first such dividend or distribution.

          (iii) Issuance of Rights or Warrants. In case the Corporation issues
to all holders of Common Stock rights or warrants expiring within 45 days of
issuance entitling those holders to subscribe for or purchase Common Stock at a
price per share less than the Current Market Price, the conversion price in
effect immediately prior to the close of business on the record date fixed for
determination of stockholders entitled to receive those rights or warrants shall
be adjusted by multiplying (A) that conversion price by (B) a fraction, the
numerator of which is the sum of the number of shares of Common Stock
outstanding at the close of business on that record date and the number of
shares of Common Stock that the aggregate offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
the Current Market Price and the denominator of which is the sum of the number
of shares of Common Stock outstanding at the close of business on that record

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date and the number of additional shares of Common Stock so offered for
subscription or purchase. For purposes of this Section 8(a)(iii), the issuance
of rights or warrants to subscribe for or purchase securities convertible into
Common Stock shall be deemed to be the issuance of rights or warrants to
subscribe for or purchase the Common Stock into which those securities are
convertible at an aggregate offering price equal to the sum of the aggregate
offering price of those securities and the minimum aggregate amount (if any)
payable upon conversion of those securities into Common Stock. Such adjustment
will be made successively whenever any such event occurs.

          (iv) Distribution of Indebtedness, Securities or Assets. In case the
Corporation shall distribute to all holders of Common Stock (whether by dividend
or in a merger, amalgamation or consolidation or otherwise) evidences of
indebtedness, shares of Capital Stock of any class or series, other securities
or assets (other than (A) Common Stock, (B) rights or warrants referred to in
subparagraph (iii) above, (C) a dividend payable exclusively in cash, (D) a
dividend payable in shares of Capital Stock or similar equity interests in the
case of a Spin-Off, referred to in the succeeding paragraph, and (E) as a result
of a Fundamental Change referred to in subparagraph (vi) below), then the
conversion price in effect immediately prior to the close of business on the
record date fixed for determination of stockholders entitled to receive that
distribution shall be adjusted by multiplying (Y) that conversion price by (Z) a
fraction, the numerator of which is the Current Market Price of the Common Stock
and the denominator of which is the Current Market Price of the Common Stock
plus the Fair Market Value of the portion of those evidences of indebtedness,
shares of Capital Stock, other securities, cash and assets so distributed
applicable to one share of Common Stock. Such adjustment shall be made
successively whenever any such event shall occur.

     In case of a Spin-Off, the conversion price in effect immediately before
the close of business on the record date fixed for determination of stockholders
entitled to receive the relevant dividend or distribution will be adjusted by
multiplying (x) that conversion price by (y) a fraction, the numerator of which
is the Current Market Price of the Common Stock and the denominator of which is
the Current Market Price of the Common Stock plus the Fair Market Value of the
portion of those shares of Capital Stock or similar equity interests so
distributed plus the fair market value of any other cash and assets distributed
in conjunction with the Spin-Off applicable to one share of Common Stock.

          (v)  Extraordinary distribution in cash. In case the Corporation pays
a dividend or makes a distribution in cash on the Common Stock, and the amount
of cash constituting the dividend or distribution exceeds 15% of the Sale Price
of the Common Stock on the day that the Common Stock trades ex-distribution, the
conversion price in effect immediately before the close of business on the
record date fixed for determination of stockholders entitled to receive the
dividend or distribution will be adjusted by multiplying (A) that conversion
price by (B) a fraction, the numerator of which is the Current Market Price of
the Common Stock and the denominator of which is the Current Market Price of the
Common Stock plus the amount per share of such dividend or distribution.

                                      -11-

<PAGE>

                  (vi) Fundamental Changes. In case any transaction or event
(including, without limitation, any merger, consolidation, sale of assets,
tender or exchange offer, reclassification, compulsory share exchange or
liquidation) shall occur in which all or substantially all outstanding shares of
Common Stock are converted into or exchanged or acquired for or constitute the
right to receive stock, other securities, cash, property or assets (each, a
"Fundamental Change"), the holder of each share of Preferred Stock Outstanding
immediately prior to the occurrence of such Fundamental Change that remains
Outstanding after such Fundamental Change shall have the right upon any
subsequent conversion to receive (but only out of funds legally available) the
kind and amount of stock, other securities, cash, property or assets that such
holder would have received if that share had been converted immediately prior to
the Fundamental Change.

         (b) Anything in Section 8(a) to the contrary notwithstanding, the
Corporation shall not be required to give effect to any adjustment in the
conversion price unless and until the net effect of one or more adjustments
(each of which shall be carried forward until counted toward adjustment),
determined as above provided, shall have resulted in a change of the conversion
price by at least one percent (1%), and when the cumulative net effect of more
than one adjustment so determined shall be to change the
         conversion price by at least 1%, such change in the conversion price
shall thereupon be given effect. If, at any time as a result of the provisions
of this Section 8, the holders of shares of Preferred Stock upon subsequent
conversion shall become entitled to receive any shares of Capital Stock of the
Corporation other than Common Stock, the number of such other shares so
receivable upon conversion of shares of Preferred Stock shall thereafter be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained herein.

         (c) There shall be no adjustment of the conversion price in case of the
issuance of any Capital Stock of the Corporation in a merger, reorganization,
acquisition, reclassification, recapitalization or other similar transaction
except as provided in this Section 8. The Corporation shall not be required to
make more than one adjustment to the conversion price based on a single event
notwithstanding the fact that such event may be covered by more than one
subsection of Section 8(a).

         (d) In any case in which this Section 8 requires that an adjustment as
a result of any event is to become effective from and after a record date, the
Corporation may elect to defer until after the occurrence of that event (i)
issuing to the holder of any shares of Preferred Stock converted after that
record date and before the occurrence of that event the additional shares of
Common Stock issuable upon that conversion over and above the shares issuable on
the basis of the conversion price in effect immediately prior to adjustment and
(ii) delivering cash in lieu of a fractional share of Common Stock.

         (e) If the Corporation takes a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or other
distribution, and thereafter but before the dividend or distribution to
stockholders is made, the Corporation legally abandons its plan to pay or
deliver such dividend or distribution, then thereafter no adjustment in the
conversion price then in effect shall be required by reason of the taking of
record.

                                      -12-

<PAGE>

     (f)   The Corporation's obligations under this Article V(A) are subject to
applicable Federal and state securities laws.

  Section 9.  Change of Control Put Right.

     (a)   Upon or after the occurrence of a Change of Control, each holder of
shares of Preferred Stock shall have the right, as set forth in this Section 9,
to require the Corporation to redeem all or any part of such holder's
Outstanding shares of Preferred Stock, out of legally available funds, at the
Redemption Price. For shares of Preferred Stock to be redeemed as provided in
this Section 9, the Corporation must receive, from the holder of such shares, at
the office or agency of the Corporation maintained for that purpose a "Notice of
Election of Redemption Upon a Change of Control" in a form acceptable to the
Corporation three Business Days prior to the Redemption Date, as described in
Section 9(c).

     (b)   Holders of the Preferred Stock will not have the right set forth in
Section 9(a):

               (i)  if the Sale Price per share of the Common Stock for any five
Trading Days within the period of twenty consecutive Trading Days ending
immediately after the later of the Change of Control or the public announcement
thereof (in the case of a Change of Control under paragraph (a) of the
definition of "Change of Control" in Section 10) or the period of twenty
consecutive Trading Days ending immediately before the Change of Control (in the
case of a Change of Control under paragraph (b) or (c) of the definition of
"Change of Control" in Section 10) shall equal or exceed 105% of the conversion
price of the Preferred Stock immediately after the later of the Change of
Control and the public announcement thereof; or

               (ii) if at least 95% of the consideration in the Change of
Control transaction consists of Capital Stock of a company quoted on the Nasdaq
National Market System ("Nasdaq") or traded on a U.S. national securities
exchange and having a total market capitalization at least equal to the market
capitalization of the Corporation immediately prior to the Change of Control,
and as a result of the transaction, the Preferred Stock becomes convertible
solely into this Capital Stock.

     (c)   (i) Within 30 days following any Change of Control under paragraph
(a) of the definition of "Change of Control" in Section 10, the Corporation
shall mail a notice to each holder with a copy to the Transfer Agent stating:

                  (A) that a Change of Control has occurred and a description of
the offer; and

                  (B) the Redemption Date, which shall be no earlier than 30
days nor later than 60 days from the date such

notice is mailed.

               (ii) No less than 30 days prior to any Change of Control under
paragraph (b) or (c) of the definition of "Change of Control" in Section 10, the
Corporation shall mail a notice to each holder with a copy to the Transfer Agent
stating:

                                      -13-

<PAGE>

               (A) that a Change of Control is scheduled to occur, a description
of the Change of Control event and the scheduled Redemption Date; and

               (B) that the holder shall have the right to require the
Corporation, if the Change of Control actually occurs, to redeem all or a
portion of such holder's Outstanding shares of Preferred Stock (pursuant to this
Section 9) concurrently with the Change of Control.

     (d) The Corporation shall comply with the requirements of Rule 14e-1 under
the Securities Exchange Act of 1934 and any other securities laws and
regulations to the extent those laws and regulations are applicable to the
Corporation in connection with the redemption of Preferred Stock as a result of
a Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with any of the provisions of this Section 9, the
Corporation shall comply with the applicable securities laws and regulations and
shall be deemed not to have breached its obligations under this Section 9.

     (e) On the Redemption Date set forth in the notice mailed to holders
pursuant to Section 9(c), the Corporation will, to the extent lawful, (i) redeem
all shares of Preferred Stock properly tendered, (ii) deposit with the Transfer
Agent an amount equal to the Redemption Price of the shares of Preferred Stock
so tendered and (iii) deliver or cause to be delivered to the Transfer Agent
shares of Preferred Stock so accepted together with an officers' certificate
stating the Liquidation Preference of the shares of Preferred Stock being
redeemed by the Corporation. The Transfer Agent shall promptly mail or deliver
to each holder of shares of Preferred Stock so tendered the applicable payment
for those shares of Preferred Stock, and the Transfer Agent shall promptly mail
or deliver to each holder certificates representing, or cause to be transferred
by book-entry to each holder, new shares of Preferred Stock equal in Liquidation
Preference to any unredeemed portion of the shares of Preferred Stock
surrendered, if any. The Corporation shall publicly announce the results of its
offer on or as soon as practicable after the Redemption Date for the redemption
of shares of Preferred Stock in connection with a Change of Control.

     (f) The Corporation shall not be required to redeem any shares of Preferred
Stock upon the occurrence of a Change of Control if a third party makes an offer
to purchase the Preferred Stock in the manner, for the amount, at the times and
otherwise in compliance with the requirements described in this Section 9 and
purchases all shares of Preferred Stock validly tendered and not withdrawn.

     (g) The right of the holders of shares of Preferred Stock described in this
Section 9 will be subject to the Corporation's obligation to repay or repurchase
all of its debt obligations or Preferred Stock required to be repurchased or
repaid in connection with a transaction or event that constitutes a Change of
Control and to Iowa law and any contractual restrictions contained in the
Corporation's indebtedness. When the Corporation shall have satisfied these
obligations or these obligations are no longer applicable to the Corporation
and, subject to the legal availability of funds for this purpose, the
Corporation shall then redeem all shares of Preferred Stock tendered for
purchase by the Corporation upon a Change of Control pursuant to this Section 9.

                                      -14-

<PAGE>

     Section 10. Certain Definitions. As used in this Article V(A), the
following terms shall have the following meanings, unless the context otherwise
requires:

     "Articles of Incorporation" means the Articles of Incorporation of the
Corporation, as amended from time to time.

     "Business Day" means any day other than a Saturday, Sunday, or U.S. Federal
holiday or day on which the Transfer Agent is not open for business.

     "Capital Stock" of any person means any and all shares, interests,
participating or other equivalents however designated of corporate stock or
other equity participating, including partnership interests, whether general or
limited, of such person and any rights (other than debt securities convertible
or exchangeable into an equity interest), warrants or options to acquire an
equity interest in such person.

     "Change of Control" means, with respect to the Corporation, the occurrence
of any of the following:

         (a)      if any "person" or "group" (as such terms are used in Section
                  13(d) and Section 14(d) of the Securities Exchange Act of 1934
                  or any successor provisions to either of the foregoing),
                  including any group acting for the purpose of acquiring,
                  holding, voting or disposing of securities within the meaning
                  of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934,
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Securities Exchange Act of 1934, except that a person will
                  be deemed to have "beneficial ownership" of all shares that
                  any such person has the right to acquire, whether such right
                  is exercisable immediately or only after the passage of time),
                  directly or indirectly, of 50% or more of the total voting
                  power of the Voting Stock of the Corporation; or

         (b)      if the Corporation consolidates or merges with or into any
                  other person, other than a consolidation or merger under a
                  transaction in which the outstanding Voting Stock of the
                  Corporation remains outstanding or is changed into or
                  exchanged for cash, securities or other property with the
                  effect that the beneficial owners of the Corporation's
                  outstanding Voting Stock immediately before that transaction,
                  beneficially own, directly or indirectly, more than 50% of the
                  Voting Stock, measured by voting power rather than number of
                  shares, of the surviving corporation immediately following
                  that transaction; or

         (c)      the sale, transfer, assignment, lease, conveyance or other
                  disposition, directly or indirectly, of all or substantially
                  all the assets of the Corporation and its Subsidiaries
                  considered as a whole.

     "Common Stock" means the shares of common stock, par value $3.33 1/3 per
share, of the Corporation.

                                      -15-

<PAGE>

     "Conversion Agent" has the meaning set forth in Section 12(a)(ii).

     "Current Market Price" of the Common Stock means (a) in the case of Section
8(a)(iii), the average of the Sale Prices of the Common Stock for the twenty
consecutive Trading Days immediately preceding the record date fixed for
determination of stockholders entitled to receive rights or warrants, (b) in the
case of Section 8(a)(iv), the average of the Sale Prices of the Common Stock for
the first twenty consecutive Trading Days from, and including, the first day
that the Common Stock trades following a dividend, distribution or spin-off and
(c) in the case of Section 8(a)(v), the average of the Sale Prices of Common
Stock for the period of twenty consecutive Trading Days from, and including, the
first day that the Common Stock trades ex-distribution.

     "Dividend Payment Date" has the meaning set forth in Section 3(a).

     "Dividend Payment Record Date" has the meaning set forth in Section 3(a).

     "Dividend Period" for any Dividend Payment Date means the period from and
including the immediately preceding Dividend Payment Date (or if there is no
immediately preceding Dividend Payment Date, from and including [              ]
to but excluding such Dividend Payment Date.

     "Fair Market Value" means (i) in the case of a distribution referred to in
the first paragraph of Section 8(a)(iv), the value determined by the Board of
Directors, whose determination in good faith shall be conclusive, and (ii) in
the case of securities to be distributed to the holders of the Common Stock in
connection with a Spin-Off, the average of the Sale Prices of those securities
over the first twenty Trading Days after the effective date of the Spin-Off.

     "Fundamental Change" has the meaning set forth in Section 8(a)(vi).

     "Junior Stock" means the Corporation's Common Stock and each class or
series of the Corporation's Capital Stock the terms of which provide that such
class or series will rank junior to the Preferred Stock as to the payment of
dividends or distributions upon liquidation, winding up or dissolution. Junior
Stock includes warrants, rights, calls or options exercisable for or convertible
into Junior Stock.

     "Liquidation Preference" means $25 per share of the Preferred Stock.

     "Nasdaq" has the meaning set forth in Section 9(b)(ii).

     "Notice" means, unless otherwise required by applicable law, actual written
notice to the stockholder of record and publication at least once in one daily
newspaper of general circulation in New York City. Actual written notice shall
be deemed to be delivered on the third day following the deposit of a written
Notice in the United States mail or the date such written Notice is actually
received by the addressee, whichever shall occur first.

                                      -16-

<PAGE>

     "Outstanding" means, when used with respect to Preferred Stock, as of the
date of determination, all shares of Preferred Stock issued pursuant to this
Article V(A), except (a) Preferred Stock that has been converted into Common
Stock in accordance with Section 7 and Preferred Stock that has been canceled by
the Registrar or delivered to the Registrar for cancellation upon purchase or
other acquisition thereof by the Corporation; and (b) Preferred Stock for whose
payment or redemption money in the necessary amount has been deposited with the
Registrar or any Paying Agent (other than the Corporation) in trust or set aside
and segregated in trust by the Corporation (if the Corporation shall act as its
own Paying Agent) for the holders of such Preferred Stock; provided that, if
such Preferred Stock is to be redeemed, Notice of such redemption has been duly
given pursuant to this Article V(A) or provision therefor satisfactory to the
Registrar has been made; provided, however, that, in determining whether the
holders of Preferred Stock have given any request, demand, authorization,
direction, notice, consent or waiver or taken any other action hereunder,
Preferred Stock owned by the Corporation shall be deemed not to be Outstanding,
except that, in determining whether the Registrar shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver
or other action, only Preferred Stock which the Registrar has actual knowledge
of being so owned shall be deemed not to be Outstanding.

     "Parity Stock" means each class or series of the Corporation's Capital
Stock the terms of which provide that such class or series will rank on a parity
with the Preferred Stock as to the payment of dividends or distributions upon
liquidation, winding up or dissolution. Parity Stock includes warrants, rights,
calls or options exercisable for or convertible into Parity Stock.

     "Paying Agent" has the meaning set forth in Section 12(a)(i).

     "Redemption Date" shall mean (a) in the case of a redemption pursuant to
Section 5(b) and Section 9(a), the date fixed for redemption (provided that, in
the event of a redemption triggered by an event described in paragraph (b) or
(c) of the definition of "Change of Control," the Redemption Date shall be the
date of the Change of Control), and (b) in the case of a redemption pursuant to
Section 5(a), [        ].

     "Redemption Notice" means notice provided by or on behalf of the
Corporation to the holders.

     "Redemption Price" means, per share of Preferred Stock, the Liquidation
Preference thereof, plus an amount equal to accrued and unpaid dividends to, but
excluding, the Redemption Date, plus, (a) in the case of a redemption on or
after [        ], 2005 but before [        ], 2006, an amount equal to 3.0% of
the Liquidation Preference, and (b) in the case of a redemption on or after [
      ], 2006, but before [        ], 2007, an amount equal to 1.5% of the
Liquidation Preference.

     "Registrar" means any registrar and transfer agent duly appointed by the
Corporation.

     "Sale Price" of the Common Stock on any Trading Day means the closing sale
price per share (or if no closing sale price is reported, the average of the bid
and ask prices or, if more

                                      -17-

<PAGE>

than one in either case, the average of the average bid and the average ask
prices) on such Trading Day as reported by Nasdaq, or, if the Common Stock is
listed on a United States national or regional securities exchange, in composite
transactions for the principal United States securities exchange on which the
Common Stock is traded.

     "Senior Stock" means each class or series of the Corporation's Capital
Stock the terms of which provide that such class or series will rank senior to
the Preferred Stock as to the payment of dividends or distributions upon
liquidation, winding up or dissolution. Senior Stock includes warrants, rights,
calls or options exercisable for or convertible into Senior Stock.

     "Spin-Off" means a dividend or other distribution of shares of Capital
Stock of any class or series, or similar equity interests, which are traded on a
United States national securities exchange or quoted on Nasdaq, of or relating
to a Subsidiary or other business unit of the Corporation.

     "Subsidiary" means, with respect to any person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
person or one or more of the other Subsidiaries of that person (or a combination
thereof) and (b) any partnership (i) the sole general partner or the managing
general partner of which is such person or a Subsidiary of such person or (ii)
the only general partners of which are such person or of one or more
Subsidiaries of such person (or any combination thereof).

     "Trading Day" means each day on which the quotation system or securities
exchange which is used to determine the Sale Price is open for quotation or
trading.

     "Transfer Agent" means Computershare Investor Services LLC, as the
Corporation's initial transfer agent, and thereafter, any successor transfer
agent duly appointed by the Corporation.

     "Voting Stock" of any person means Capital Stock of such person which
ordinarily has voting power for the election of directors, or persons performing
similar functions, of such person, whether at all times or only for so long as
no senior class of securities has such voting power by reason of any
contingency.

     Section 11. Currency. All shares of Preferred Stock shall be denominated in
U.S. currency, and all payments and distributions thereon or with respect
thereto shall be made in U.S. currency. All references herein to "$" or
"dollars" refer to U.S. currency.

     Section 12. Paying Agent and Conversion Agent.

     (a) The Corporation shall maintain in the City of Cedar Rapids, State of
Iowa (i) an office or agency where payments may be made with respect to the
Preferred Stock (the "Paying Agent") and (ii) an office or agency where
Preferred Stock may be presented for conversion (the "Conversion Agent"). The
Corporation may appoint the Registrar, the Paying Agent and

                                      -18-

<PAGE>

the Conversion Agent and may appoint one or more additional paying agents and
one or more additional conversion agents in such other locations as it shall
determine. The term "Paying Agent" includes any additional paying agent, and the
term "Conversion Agent" includes any additional conversion agent. The
Corporation may change any Paying Agent or Conversion Agent without prior notice
to any holder. The Corporation shall notify the Registrar of the name and
address of any Paying Agent or Conversion Agent appointed by the Corporation. If
the Corporation fails to appoint or maintain another entity as Paying Agent or
Conversion Agent, the Registrar shall act as such. The Corporation or any of its
affiliates may act as Paying Agent, Registrar, co-Registrar or Conversion Agent.

     (b) Neither the Corporation nor the Registrar shall be required (i) to
issue or register the transfer of or exchange any Preferred Stock during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Preferred Stock under Section 5 and ending
at the close of business on the day of such mailing or (ii) to register the
transfer of or exchange any Preferred Stock so selected for redemption in whole
or in part, except the unredeemed portion of any Preferred Stock being redeemed
in part.

     (c) Payments made with respect to the Preferred Stock shall be payable at
the office or agency of the Corporation maintained for such purpose in the City
of Cedar Rapids and at any other office or agency maintained by the Corporation
for such purpose. Payments may be payable by United States dollar check mailed
to the address of the person entitled thereto as such address shall appear in
the Preferred Stock register.

     (d) Any payment, redemption or conversion with respect to the Preferred
Stock due on any day that is not a Business Day need not be made on such
Business Day, but may be made on the next succeeding Business Day with the same
force and effect as if made on such due date.

     Section 13. Headings. The headings of the Sections of this Article V(A) are
for convenience of reference only and shall not define, limit or affect any of
the provisions hereof.


         III.     This Amendment was duly adopted by the Board of Directors on
the _______ day of ___________________, 2002.


         Dated this _______ day of ____________________, 2002.



                                              __________________________________
                                              JOHN A. RIFE, President

                                      -19-