Exhibit 4.3 




BANDAG,
INCORPORATED
RESTRICTED STOCK UNIT AGREEMENT  



        THIS
AGREEMENT, by Bandag, Incorporated, a ___________ corporation (the
“Company”), and ____________________, an employee of the Company or an Affiliate
(the “Participant”), sets forth the terms and conditions of the restricted stock
units (“RSUs”) and related dividend equivalent units (“DEUs”) granted
to the Participant under the Bandag, Incorporated 2004 Stock Grant and Awards Plan (the
“Plan”). 



1.    Grant
of RSUs. The Management Continuity and Compensation Committee of           the Board
of Directors of the Company (the “Committee”) has awarded to           you RSUs
(each with a related DEU), subject to the terms and conditions of this
          Agreement and subject to approval of the Plan by the Company’s
          shareholders.  



2.    General Terms of Your RSUs.  



The number of RSUs subject to this
Agreement is:  . 



The value of each RSU is: the Fair Market
Value of one share of the Company’s Class A common stock. 



The value of each DEU is: the amount
of cash dividends, if any, paid with respect to a share of the Company’s Class A
common stock while this Agreement is outstanding. 



The "Grant Date" of this Award is:
_____________________________________________________________. 



	3. 	Vesting
of RSUs. The RSUs (and related DEUs) will vest in full on the           third
anniversary of the Grant Date, provided you are an employee of the Company           or
an Affiliate on such date. If, however, you terminate employment from the
          Company or an Affiliate as a result of death, Disability or Retirement prior to
          the vesting date, your RSUs (and their related DEUs) will vest in full as of
the           date of your termination. 






	 	
Except
in the case of death, Disability or Retirement, if you terminate employment from the
Company or an Affiliate prior to the third anniversary of the Grant Date, all of the RSUs
(and their related DEUs) shall automatically and without notice terminate and be cancelled
effective as of the date of such termination. 






	4. 	Payment
of RSUs and DEUs. The value of your vested RSUs (and their           related DEUs)
will be paid within 30 days after the date your RSUs (and their           related DEUs)
are vested as provided in Section 3. 






	 	
Payment
will be made in shares of Stock having a Fair Market Value (determined as of the vesting
date) equal to the amount of the payment due, provided that any fractional Shares will be
paid in cash. Your payment may be reduced by the amount the Company or an Affiliate deems
necessary to satisfy its liability to withhold Federal, state or local income taxes or
other taxes due by reason of the payment. Alternatively, the Company or an Affiliate may
reduce compensation that is otherwise payable to you by the amount the Company or an
Affiliate deems necessary to satisfy its liability to withhold Federal, state or local
income taxes or other taxes due by reason of the payment. 















	5. 	Change
of Control. Upon a Change of Control, the provisions of Section 17           of the
Plan shall apply. 






	6. 	Failure
to Enforce Not a Waiver. The failure of the Company to enforce at           any time
any provision of this Agreement shall in no way be a waiver of such           provision
or of any other provision hereof. 






	7. 	Participant
Bound by Plan. You hereby acknowledge receipt of a copy of           the Plan and
agree to be bound by all the terms and provisions thereof. The           terms of the
Plan are expressly incorporated into this Agreement by reference           and in the
event of any conflict between this Agreement and the Plan, the Plan           shall
govern. Any capitalized terms not defined herein will have the meanings           given
in the Plan. This Agreement is subject to all of the terms, conditions and
          provisions of the Plan, including, without limitation, the Plan’s
amendment           provisions, and to such rules, regulations and interpretations
relating to the           Plan or this Agreement as are adopted by the Committee and in
effect from time           to time. By signing below, you agree and accept on behalf of
yourself, and your           heirs, legatees and legal representatives, that all
decisions or interpretations           of the Committee with respect to the Plan or this
Agreement are binding,           conclusive and final. 






IN WITNESS WHEREOF, the
parties have executed this Restricted Stock Unit Agreement on the _____ day of
____________, 200___. 






		BANDAG, INCORPORATED:
	

 	By_____________________________
		Its:_____________________________
	

 	

PARTICIPANT:

_____________________________








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