CHARTERED UNDER THE LAWS OF THE UNITED STATES OF AMERICA



                          Webster City Federal Bancorp



                         FULLY PAID AND NON-ASSESSABLE
                              PAR VALUE $0.10 EACH



                                                  THE SHARES REPRESENTED BY THIS
                                                      CERTIFICATE ARE SUBJECT TO
                                                  RESTRICTIONS; SEE REVERSE SIDE


THIS CERTIFIES that                                              is the owner of




                           SHARES OF COMMON STOCK OF


                          Webster City Federal Bancorp
                             a Federal corporation


     The shares evidenced by this certificate are transferable only on the books
of Webster City Federal Bancorp by the holder hereof,  in person or by attorney,
upon  surrender  of  this  certificate  properly  endorsed.  The  capital  stock
evidenced  hereby is not an account of an  insurable  type and is not insured by
the  Federal  Deposit  Insurance  Corporation  or any  other  Federal  or  state
governmental agency.

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


By____________________________       [SEAL]        By___________________________
  KATHIE R. HIGHLAND,                                PHYLLIS A. MURPHY,
  CORPORATE SECRETARY                                PRESIDENT AND
                                                       CHIEF EXECUTIVE OFFICER



     The Board of Directors of Webster City Federal  Bancorp (the  "Company") is
authorized by resolution or resolutions,  from time to time adopted,  to provide
for the issuance of more than one class of stock,  including  preferred stock in
series,  and to fix and  state the  voting  powers,  designations,  preferences,
limitations  and  restrictions   thereof.   The  Company  will  furnish  to  any
stockholder  upon request and without charge a full description of each class of
stock and any series thereof.

     The shares represented by this Certificate may not be cumulatively voted on
any matter.

     Special  meetings  of the  Company's  stockholders  relating to a change in
control of the Company or to an  amendment  of the Charter of the Company may be
called  only by the  Company's  Board  of  Directors.  Special  meetings  of the
stockholders  for any other purpose or purposes shall be called upon the written
request of the holders of not less than 10% of all the outstanding capital stock
of the Company entitled to vote at the meeting.

     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_________
                                                       (Cust)           (Minor)
TEN ENT - as tenants by the entireties
                                               Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common(State)

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 NUMBER OR OTHER IDENTIFYING NUMBER


- --------------------------------------------------------------------------------
(please  print  or  typewrite  name and  address  including  postal  zip code of
assignee)

- -------------------------------------------------------------------- Shares of
the  Common  Stock  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 ___________________________

In the presence of                             Signature:


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


NOTE:  THE SIGNATURE TO THIS  ASSIGNMENT  MUST  CORRESPOND  WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.