As filed with the Securities and Exchange Commission on October 22, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                         PRINCIPAL FINANCIAL GROUP, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                             42-1520346
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

             711 HIGH STREET                                        50392
             DES MOINES, IOWA                                     (Zip Code)
 (Address of principal executive offices)

                    THE PRINCIPAL SELECT SAVINGS EXCESS PLAN
       NONQUALIFIED DEFINED CONTRIBUTION PLAN FOR DESIGNATED PARTICIPANTS
             THE PRINCIPAL SELECT SAVINGS PLAN FOR INDIVIDUAL FIELD
                 THE PRINCIPAL SELECT SAVINGS PLAN FOR EMPLOYEES
                            (Full title of the plans)

                              KAREN E. SHAFF, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                         PRINCIPAL FINANCIAL GROUP, INC.
                                 711 HIGH STREET
                             DES MOINES, IOWA 50392
                     (Name and address of agent for service)

                                 (515) 247-5111
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

========================================================================================================================
    Title of securities        Amount to be        Proposed maximum           Proposed maximum           Amount of
     to be registered           registered     offering price per share   aggregate offering price   registration fee
------------------------------------------------------------------------------------------------------------------------
                                                                                         
   Deferred Compensation       $14,000,000               100%                 $14,000,000 (5)             $3,500
      Obligations (1)
------------------------------------------------------------------------------------------------------------------------
       Common Stock,            5,000,000
   $.01 par value(2)(3)           shares                 (4)                  $100,000,000 (6)            $25,000
========================================================================================================================

(1)  The Deferred Compensation Obligations are unsecured obligations of
     Principal Financial Group, Inc. to pay deferred compensation in the future
     in accordance with the terms and conditions of The Principal Select Savings
     Excess Plan and the Nonqualified Defined Contribution Plan for Designated
     Participants. The Deferred Compensation Obligations being registered
     represent the maximum amount of compensation deferrals which, it is
     anticipated, may be made by participants in those plans during the
     approximate 36-month period following the initial offering date under this
     Registration Statement.

(2)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement includes an indeterminate number of additional
     shares as may be issuable as a result of a stock split, stock dividend or
     similar adjustment of the outstanding common shares of Principal Financial
     Group, Inc.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate number of interests to
     be offered or sold pursuant to The Principal Select Savings Plan for
     Individual Field and The Principal Select Savings Plan for Employees.

(4)  Not applicable.

(5)  Computed pursuant to Rule 457(h) under the Securities Act of 1933, solely
     for the purpose of determining the registration fee.

(6)  Computed pursuant to Rule 457(h) under the Securities Act of 1933, solely
     for the purpose of determining the registration fee, based on an assumed
     price of $20 per share, which is the maximum of the proposed range of
     offering prices with respect to Principal Financial Group, Inc.'s initial
     public offering of common stock pursuant to Amendment No. 4 to the
     Registration Statement on Form S-1, file number 333-62558, as filed with
     the Securities and Exchange Commission on October 22, 2001.

================================================================================

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         As permitted by Part I of Form S-8, this Registration Statement omits
the information specified in Part I. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this Registration Statement, as required by Rule 428(b) under the Securities
Act of 1933. Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following document filed by Principal Financial Group, Inc. is
hereby incorporated by reference in this Registration Statement:

         -  Amendment No. 4 to Principal Financial Group, Inc.'s Registration
            Statement on Form S-1, file number 333-62558, and related
            Prospectus, as filed with the Securities and Exchange Commission on
            October 22, 2001. Information relating to the common stock of
            Principal Financial Group, Inc. is set forth under the caption
            "Description of Capital Stock and Change of Control Related
            Provisions" in the Registration Statement on Form S-1.

         All documents subsequently filed by Principal Financial Group, Inc. or
any of the plans covered by this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document that also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Principal Select Savings Excess Plan and the Nonqualified Defined
Contribution Plan for Designated Participants (the "Excess Plans") will provide
a select group of management and highly compensated employees of Principal
Financial Group, Inc. and/or certain of its subsidiaries with the opportunity to
elect to defer a specified percentage of their future cash compensation. The
Deferred Compensation Obligations (the "Obligations") of Principal Financial
Group, Inc. (hereinafter in this Item 4, the "Obligor") under the Excess Plans
will be unsecured general obligations of the Obligor to pay the compensation
deferred in accordance with the terms of the Excess Plans, and will rank equally
with other unsecured and unsubordinated indebtedness of the Obligor outstanding
from time to time, payable from the general assets of the Obligor. Because the
Obligor has subsidiary companies, the right of the Obligor, and hence the right
of creditors of the Obligor (including participants in the Excess Plans), to
participate in a distribution of the assets of a subsidiary upon its liquidation
or reorganization or otherwise necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Obligor
itself as a creditor may be recognized.

         The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Excess Plans based
on elections by the participant. Each Deferral Account generally will be payable
upon termination of employment or on a date selected by the participant in
accordance with the terms of the Excess Plans. The Deferral Account will be
indexed to one or more investment indices (which, among others, may include an
index that tracks the market performance of the Obligor's common stock) chosen
by each participant from a list of such investment indices. Each Deferral
Account will be adjusted to reflect the investment experience of the selected
investment index or indices, including any appreciation or depreciation. The
Obligations will be denominated and payable in United States dollars.

         Benefits under the Excess Plans are generally not subject to
assignment, transfer, pledge or other encumbrance or attachment other than by a
written designation of a beneficiary under the Excess Plans or by operation of
law. A participant may designate persons or entities to receive any balance in
his/her Deferral Account, payable in the event of death.

         The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participant, at the
option of the Obligor, or through operation of a mandatory or optional sinking
fund or analogous provision. The Obligor reserves the right to amend or
terminate the Excess Plans at any time.

         The Obligations are not convertible into another security of the
Obligor. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Obligor.

         Amounts deferred under the Excess Plans may be deposited in an
irrevocable grantor trust, in which case such amounts, together with earnings
thereon, are held separate and apart from other funds of the Obligor and are to
be used exclusively for the purpose of making distributions under the Excess
Plans to Excess Plan participants, as beneficiaries of the trust. However, a
beneficiary of the trust has no preferred claim on any assets of the trust prior
to the time such assets are paid to such beneficiary as excess benefits, and all
rights created under the Excess Plans and the trust agreement are mere unsecured
contractual rights of such beneficiary. If the Obligor is insolvent (as defined
in the trust agreement), the trustee must discontinue payments of distributions
under the Excess Plans, and the trust assets become subject to the claims of the
Obligor's general creditors.

         The Obligor's common stock is registered under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The directors and officers of Principal Financial Group, Inc. may be
indemnified against liabilities, fines, penalties and claims imposed upon or
asserted against them as provided in the Delaware General Corporation Law and
the company's certificate of incorporation and by-laws. Such indemnification
covers all costs and expenses incurred by a director or officer in his or her
capacity as such. The board of directors, by a majority vote of a quorum of
disinterested directors or, under certain circumstances, independent counsel
appointed by the board of directors, must determine that the director or officer
seeking indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law. In addition, the Delaware General Corporation Law
and the company's certificate of incorporation may, under certain circumstances,
eliminate the liability of directors and officers in a stockholder or derivative
proceeding.

         If the person involved is not a director or officer of Principal
Financial Group, Inc., the board of directors may cause the company to
indemnify, to the same extent allowed for the company's directors and officers,
such person who was or is a party to a proceeding by reason of the fact that he
or she is or was an employee or agent of the company, or is or was serving at
the company's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.

                                       2

         The company has policies in force and effect to insure its directors
and officers against such losses that they or any of them will become legally
obligated to pay by reason of any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach of duty by such
directors and officers in the discharge of their duties, solely by reason of
their being directors or officers. Such coverage is limited by the specific
terms and provisions of the insurance policies.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page 8. The company hereby undertakes,
with respect to any plan described herein that is or is to be qualified under
Section 401 of the Internal Revenue Code, that it has submitted or will submit
such plan and any amendment thereto to the Internal Revenue Service in a timely
manner and has made or will make all necessary changes required by the Internal
Revenue Service in order to qualify such plan.

ITEM 9.  UNDERTAKINGS

         (a) Rule 415 Offering. The undersigned registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;

                 (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement, unless the information is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

                 (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                       3

         (b) Subsequent Exchange Act Documents. The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (c) Indemnification. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       4

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Des Moines, State of Iowa, on October 22, 2001.

                                                 PRINCIPAL FINANCIAL GROUP, INC.

                                                 By   /s/ J. Barry Griswell
                                                   -----------------------------
                                                   J. Barry Griswell
                                                   President and Chief Executive
                                                   Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the dates indicated.

              Signature                                   Title                                 Date

                                                                                     
         /s/ David J. Drury                   Chairman of the Board,                       October 22, 2001
-------------------------------------         Chairman and Director
           David J. Drury

         /s/ J. Barry Griswell                President and Chief Executive                October 22, 2001
-------------------------------------         Officer and Director (principal
          J. Barry Griswell                   executive officer)

        /s/ Michael H. Gersie                 Executive Vice President and                 October 22, 2001
-------------------------------------         Chief Financial Officer
          Michael H. Gersie                   (principal financial officer and
                                              principal accounting officer)

                  *                                                                        October 22, 2001
-------------------------------------         Director
          Betsy H. Bernard

                  *                                                                        October 22, 2001
-------------------------------------         Director
        Jocelyn Carter-Miller

                  *                                                                        October 22, 2001
-------------------------------------         Director
            Daniel Gelatt

                  *                                                                        October 22, 2001
-------------------------------------         Director
          Sandra L. Helton

                  *                                                                        October 22, 2001
-------------------------------------         Director
         Charles S. Johnson

                                       5

                                                                             

                  *                                 Director                       October 22, 2001
-------------------------------------------
         William T. Kerr

                  *                                 Director                       October 22, 2001
-------------------------------------------
               Lee Liu

                  *                                 Director                       October 22, 2001
-------------------------------------------
         Victor H. Lowenstein

                     *                              Director                       October 22, 2001
-------------------------------------------
             Richard D. Pearson

                     *                              Director                       October 22, 2001
-------------------------------------------
             Federico F. Pena

                     *                              Director                       October 22, 2001
-------------------------------------------
             Donald M. Stewart

                     *                              Director                       October 22, 2001
-------------------------------------------
           Elizabeth E. Tallett

*By: /s/ Michael H. Gersie
   ----------------------------------------
     Michael H. Gersie, Attorney-in-Fact

                                       6

         The Principal Select Savings Plan for Individual Field. Pursuant to the
requirements of the Securities Act of 1933, the Administrator of The Principal
Select Savings Plan for Individual Field certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on October 22, 2001.

                                           THE PRINCIPAL SELECT SAVINGS
                                           PLAN FOR INDIVIDUAL FIELD

                                           By  PRINCIPAL LIFE INSURANCE COMPANY
                                               Plan Administrator

                                           By  /s/ Jim DeVries
                                              ----------------------------------
                                           Its Vice President - Human Resources
                                              ----------------------------------

         The Principal Select Savings Plan for Employees. Pursuant to the
requirements of the Securities Act of 1933, the Administrator of The Principal
Select Savings Plan for Employees certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on October 22, 2001.

                                           THE PRINCIPAL SELECT SAVINGS
                                           PLAN FOR EMPLOYEES

                                           By  PRINCIPAL LIFE INSURANCE COMPANY
                                               Plan Administrator

                                           By  /s/ Jim DeVries
                                              ----------------------------------
                                           Its Vice President - Human Resources
                                              ----------------------------------

                                       7

                                INDEX TO EXHIBITS

                                                                                                             Method
   Exhibit                                       Description                                                of Filing
   -------                                       -----------                                                ---------
                                                                                                    
     4.1             Form of Certificate  for the Common Stock of Principal  Financial  Group,            Incorporated by
                     Inc. (1)..........................................................................   Reference

     4.2             Form of Stockholder Rights Agreement (2)..........................................   Incorporated by
                                                                                                          Reference

     5.1             Opinion of Debevoise & Plimpton as to the legality of the shares
                     being registered..................................................................   Electronic
                                                                                                          Transmission
    23.1             Consent  of  Debevoise &   Plimpton   (contained  in  Exhibit 5  to  this
                     Registration Statement)

    23.2             Consent of Ernst & Young LLP......................................................   Electronic
                                                                                                          Transmission

    24.1             Powers of Attorney (3)............................................................   Incorporated by
                                                                                                          Reference

    99.1             The Principal Select Savings Excess Plan (4)......................................   Incorporated by
                                                                                                          Reference

    99.2             Nonqualified Defined Contribution Plan for Designated Participants................   Electronic
                                                                                                          Transmission

    99.3             The Principal Select Savings Plan for Employees...................................   Electronic
                                                                                                          Transmission

    99.4             The Principal Select Savings Plan for Individual Field............................   Electronic
                                                                                                          Transmission

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

(1) Incorporated herein by reference to Exhibit 4.1 to Principal Financial
    Group, Inc.'s Registration Statement on Form S-1 (File No. 333-62558).

(2) Incorporated by reference to Exhibit 4.2 to Principal Financial Group,
    Inc.'s Registration Statement on Form S-1 (File No. 333-62558).

(3) Incorporated by reference to Exhibit 24.1 to Principal Financial Group,
    Inc.'s Registration Statement on Form S-1 (File No. 333-62558).

(4) Incorporated by reference to Exhibit 10.5 to Principal Financial Group,
    Inc.'s Registration Statement on Form S-1 (File No. 333-62558).

                                       8

                                                                     EXHIBIT 5.1

                                                                October 22, 2001

Principal Financial Group, Inc.
711 High Street
Des Moines, Iowa  50392

Dear Sirs and Mesdames:

         We have acted as special counsel to Principal Financial Group, Inc., a
Delaware corporation (the "Company"), in connection with the filing by the
Company of a Registration Statement on Form S-8 (the "Registration Statement")
relating to $14,000,000 of deferred compensation obligations (the "Obligations")
of the Company pursuant to The Principal Select Savings Excess Plan and The
Nonqualified Defined Contribution Plan for Designated Participants (together,
the "Plans").

         We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Plans and such other corporate records,
documents, certificates or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below.

         Based on the foregoing, we are of the opinion that when the Obligations
are issued in accordance with the Plans, the Obligations will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
generally applicability relating to or affecting creditors' rights. Our opinion
relates to the Obligations only and we do not opine on any provisions of the
Plans, their registration under the Securities Act, or other securities
registered pursuant to the Registration Statement.

         We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                                     Very truly yours,

                                                     /s/ Debevoise & Plimpton

                                                                    EXHIBIT 23.2

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent to the incorporation by reference of our reports dated February
2, 2001, except for Note 16 to the Consolidated Financial Statements as to which
the date is September 11, 2001, in the Registration Statement (Form S-8 dated
October 22, 2001) pertaining to The Principal Select Savings Excess Plan,
Nonqualified Defined Contribution Plan for Designated Participants, The
Principal Select Savings Plan for Individual Field, and The Principal Select
Savings Plan for Employees, with respect to the consolidated financial
statements and schedules of Principal Financial Group, Inc. for the year ended
December 31, 2000 included in Amendment No. 4 to its Registration Statement
(Form S-1 No. 333-62558) and related Prospectus filed with the Securities and
Exchange Commission on October 22, 2001.

                                           /s/  ERNST & YOUNG LLP

Des Moines, Iowa
October 19, 2001

                                                                    EXHIBIT 99.2

                                 AMENDMENT NO. 3

              NONQUALIFIED DEFINED CONTRIBUTION PLAN FOR DESIGNATED
                                  PARTICIPANTS

The Plan named above gives the Company the right to amend it at any time.
According to that right, the Plan is amended as follows:

Effective the later of October 15, 2001 or the effective date of the Plan of
Conversion of Principal Mutual Holding Company.

By adding the following definition to Article I immediately following the
definition for BENEFICIARY:

         CHANGE IN CONTROL means the occurrence of any of the following events:
(i) the acquisition by any Person (as defined in Section 3(a)(9) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") and as used
in Sections 13(d) and 14(d) thereof)), entity or "group" (as defined in Section
13(d) of the Exchange Act) of 50% or more of the outstanding voting power of the
Principal Financial Group, Inc. (PFG)'s then outstanding voting securities; (ii)
the merger, consolidation or reorganization of the Principal Financial Group,
Inc. (PFG), as a result of which persons who were stockholders of the Principal
Financial Group, Inc. (PFG) immediately prior to such merger, consolidation or
reorganization, do not, immediately thereafter, own, directly or indirectly,
more than 50% of the combined voting power entitled to vote generally in the
election of directors of the merged, consolidated or reorganized company; (iii)
within any 12-month period, the persons who were directors of the Principal
Financial Group, Inc. (PFG) at the beginning of such period (the "Incumbent
Directors") cease to constitute at least a majority of the Board, provided that
any director elected to the Board, or nominated for election, by a majority of
the Incumbent Directors then still in office shall be deemed to be an Incumbent
Director for purposes of this clause (iii); (iv) the liquidation or dissolution
of the Principal Financial Group, Inc. (PFG); and (v) the sale, transfer of
other disposition, in one transaction or series of related transactions, of more
than 5O% of the fair market value of the assets of the Principal Financial
Group, Inc. (PFG) to any Person. For purposes of this definition, the terms
"Person," "entity" and "group" shall not include (a) the Principal Financial
Group, Inc. (PFG) or any of its subsidiaries or controlled affiliates; (b) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Principal Financial Group, Inc. (PFG) or any of its subsidiaries or
affiliates; (c) an underwriter temporarily holding securities of the Principal
Financial Group, Inc. (PFG) pursuant to an offering of such securities; or (d) a
corporation owned, directly or indirectly, by the shareholders of the Principal
Financial Group, Inc. (PFG) in substantially the same proportions as their
ownership of stock of the Principal Financial Group, Inc. (PFG).

By adding the following paragraph to the TERMINATION BENEFITS section of Article
V immediately following the first sentence thereof:

         A Participant whose employment or contract with the Principal Financial
         Group, Inc. (PFG) and any affiliate is terminated by the Principal
         Financial Group, Inc. (PFG) within two years following a Change in
         Control for any reason other than embezzlement or engaging in any
         criminal act shall receive a lump-sum distribution of his or her Vested
         Account. Such lump-sum distribution shall be made as soon as reasonably
         practicable, but in no event more than 10 days following, the effective
         date of such termination of employment.

By adding the following sentence to Article VII:

         Notwithstanding anything contained herein to the contrary, no
         termination of the Plan shall in any manner adversely affect a
         Participant's rights in respect of any amounts deferred into or accrued
         by the Participant in his or her Vested Account under the Plan, without
         the prior written consent of such Participant.

By adding the following sentence to the AMENDMENTS section of Article IX:

         Notwithstanding anything contained herein to the contrary, no amendment
         of the Plan shall in any manner adversely affect a Participant's rights
         in respect of any amounts deferred into or accrued by the Participant
         in his or her Vested Account under the Plan, without the prior written
         consent of such Participant.

Signed this ___________________ day of __________________________________, 2001.

                                            PRINCIPAL LIFE INSURANCE COMPANY

                                            By:
                                               ---------------------------------
                                               Jim DeVries
                                               Vice President - Human Resources

              AMENDMENT TO THE PRINCIPAL SELECT SAVINGS EXCESS PLAN

                                       AND

     THE NONQUALIFIED DEFINED CONTRIBUTION PLAN FOR DESIGNATED PARTICIPANTS

                    (Hereinafter referred to as the "Plans")

The Plans named above give the Company the right to amend them at any time.

WHEREAS, in furtherance of the proposed demutualization of Principal Mutual
Holding Company, the Board of Directors of Principal Mutual Holding Company, on
March 31, 2001, adopted a Plan of Conversion which contains certain provisions
applicable to the above plans, collectively defined as the "Excess Plans" in
such Plan of Conversion; and

WHEREAS, in order to reflect the provisions of Section 8.1 of the Plan of
Conversion as they relate to the above Plans, the following definitions are
adopted for purposes of this Amendment which relates specifically to provisions
and limitations reflected in Section 8.1 of the Plan of Conversion and for no
other purpose.

NOW THEREFORE, effective as of the effective date of the Plan of Conversion of
Principal Mutual Holding Company, the Plans are hereby amended as follows:

By adding the following definitions, in correct alphabetical order, to Article I
of such Plans:

         "Agents Savings Plan" means The Principal Select Savings Plan for
         Individual Field.

         "Common Stock" means the common stock, par value $0.01 per share, of
         the Principal Financial Group, Inc., a Delaware corporation, and any
         successor thereto.

         "Company Stock Plan" means any stock option plan, stock incentive plan,
         stock purchase plan and share ownership plans related to the Common
         Stock that are customary for publicly traded companies, and shall
         include the Directors Stock Plan, the Long-Term Plan, the Plan, the
         Savings Plans, the Stock Incentive Plan and the Stock Purchase Plan.

         "Directors Stock Plan" means the Principal Financial Group, Inc.
         Directors Stock Plan.

         "Employees Savings Plan" means The Principal Select Savings Plan for
         Employees.

         "Excess Plan" for purposes of the Amendment to the Principal Select
         Savings Excess Plan and the Non-Qualified Defined Contribution Plan for
         Designated Participants relating to the Plan of Conversion, adopted as
         of May 21, 2001, means the Principal Select Savings Excess Plan and the
         Non-Qualified Defined Contribution Plan for Designated Participants.

         "Long-Term Plan" means the Principal Financial Group Long-Term
         Performance Plan.

         "Plan of Conversion" means the Plan of Conversion of Principal Mutual
         Holding Company.

         "Plans" for purposes of the Amendment to the Principal Select Savings
         Excess Plan and the Non- Qualified Defined Contribution Plan for
         Designated Participants relating to the Plan of Conversion, adopted as
         of May 21, 2001, means the Principal Select Savings Excess Plan and the
         Non-Qualified Defined Contribution Plan for Designated Participants.

         "Savings Plans" for purposes of the Amendment to the Principal Select
         Savings Excess Plan and the Non-Qualified Defined Contribution Plan for
         Designated Participants relating to the Plan of Conversion, adopted as
         of May 21, 2001, means the Employees Savings Plan, the Agents Savings
         Plan and the Excess Plan.

         "Stock Incentive Plan" means the Principal Financial Group, Inc. Stock
         Incentive Plan.

         "Stock Purchase Plan" means the Principal Financial Group, Inc.
         Employee Stock Purchase Plan.

By adding a new Section 9.09 to Article IX, to read as follows:

         Section 9.09--Limitations.

         Notwithstanding anything else contained in the Plans to the contrary,
         no action shall be taken, and no award or distribution shall be made,
         under the Plans, which contains any term or condition that would
         violate any provision of the Plan of Conversion. To the extent that
         shares of Common Stock are made available for distribution hereunder,
         the number of such shares distributed hereunder shall count against (i)
         the limit of 6% of the number of shares of Common Stock outstanding
         immediately following the effective date of the Plan of Conversion that
         may be made issuable or distributable under all Company Stock Plans
         (including, without limitation, the Plans) other than the Employees
         Savings Plan, the Agents Savings Plan and the Stock Purchase Plan, and
         (ii) the guideline set forth in the Stock Incentive Plan limiting the
         maximum number of shares of Common Stock that may be awarded or issued
         within 18 months of the effective date of the Plan of Conversion to 40%
         of the limit set forth in subclause (i).

This amendment is made an integral part of the Plans listed in the title of this
amendment and is controlling over the terms of said Plans with respect to the
particular items addressed expressly herein. All other provisions of such Plans
remain unchanged and controlling.

By signing this amendment, the Company, as plan sponsor, has made the decision
to adopt this plan amendment as of May 21, 2001.

Signed this _________________________ day of ____________________________, 2001.

                                            PRINCIPAL LIFE INSURANCE COMPANY

                                            By:
                                               ---------------------------------

                                            Title:
                                                  ------------------------------

                                        2

                                 AMENDMENT NO. 2

       NONQUALIFIED DEFINED CONTRIBUTION PLAN FOR DESIGNATED PARTICIPANTS

The Plan named above gives the Company the right to amend it at any time.
According to that right, the Plan is amended as follows:

Effective January 1, 2000:

By striking the AGENT definition in the DEFINITIONS SECTION of Article I and
substituting the following:

         AGENT means an individual (i) who holds a current DD 713 contract or
         any successor full-time contract with the Company, (ii) who is invited
         to participate in the Plan, (iii) with whom the Company has entered
         into a Participation Agreement, (iv) who is a member of a select group
         of highly compensated or management persons, and (v) who is one of the
         following:

         - an agent;
         - a sales supervisor;
         - a special marketing developer;
         - a special brokerage developer;
         - a special agency assistant;
         - or an informal agency assistant.

By striking the AGENT'S CONTRACT, GENERAL MANAGER and MANAGEMENT ASSISTANT
definitions from the DEFINITIONS SECTION of Article I.

By striking the ELIGIBLE EMPLOYEE definition in the DEFINITIONS SECTION of
Article 1 and substituting the following:

         ELIGIBLE EMPLOYEE means any Employee, Agent, or Field Manager (i) who
         is invited to participate in the Plan, (ii) with whom the Company has
         entered into a Participation Agreement, and (iii) who is a member of a
         select group of highly compensated or management employees.

By adding the following to the DEFINITIONS SECTION of Article 1:

         FIELD MANAGER means:

         (a) An individual who holds a current DD 713 contract or any successor
             full-time contract with the Company; and

         (b) Such individual is in one of the following full-time field
             management positions:

- management assistant;
- management associate;
- manager;
- co-manager;
- assistant general manager;
- associate general manager;
- co-general manager;
- general manager;

                                        1

- brokerage manager
- brokerage sales manager; or
- brokerage director.

By striking terms "Agent", "General Manager", and "Management Assistant"
wherever they appear throughout the Plan and substituting the terms "Agent" and
"Field Manager". This includes all plural and possessive references to such
terms.

 By striking the definition of PARTICIPATION AGREEMENT in the DEFINITIONS
 SECTION of Article I and substituting the following:

      PARTICIPATION AGREEMENT means the written agreement entered into by the
      Participant and the Company which specifies one or more of the following:

- the amount of lump sum Company Contribution to be made on behalf of the
  Participant;
- the additional age, if any, to be credited under this Plan for such
  Participant;
- the additional service, if any, to be credited under this Plan for such
  Participant; and
- Compensation, as defined in the Savings Plan, if any, to be credited under
  this Plan for such Participant.

By striking the first sentence in the COMPANY CONTRIBUTIONS SECTION of Article
III and substituting the following:

         The Company shall make a Company Contribution as to each Participant at
         such time or times as established by the Company.

By striking the first sentence in the DEATH BENEFITS SECTION of Article V and
substituting the following:

         If a participant dies before his Retirement Date, his Vested Account
         shall be distributed in like manner as set forth in the Death Benefits
         Section of the Savings Plan.

Effective January 1, 2001:

By striking the SAVINGS PLAN definition in the DEFINITIONS SECTION of Article I
and substituting the following:

         SAVINGS PLAN means the qualified plan(s) as follows:

                    The Principal Select Savings Plan for Employees.

                    The Principal Select Savings Plan for Individual Field.

By striking the first sentence in the RETIREMENT BENEFITS SECTION of Article V
and substituting the following:

         On a Participant's Retirement Date, his Vested Account shall be
         distributed to him according to the provisions of Article VI.

By striking the paragraph in Article VIII and substituting the following:

                                        2

         The administrative provisions contained in Article IX of the Savings
         Plan, except for Section 9.07, are hereby incorporated by reference
         into this Plan. Benefits under this Plan will be paid only if the Plan
         Administrator decides, in his discretion, that the applicant is
         entitled to them.

This amendment is made an integral part of the aforesaid Plan and is controlling
over the terms of said Plan with respect to the particular items addressed
expressly herein. All other provisions of the Plan remain unchanged and
controlling.

Unless otherwise stated on any page of this amendment, eligibility for benefits
and the amount of any benefits payable to or on behalf of an individual who is
an Inactive Participant on the effective date(s) stated above, shall be
determined according to the provisions of the aforesaid Plan as in effect on the
day before he became an Inactive Participant.

Signing this amendment, the Company, as plan sponsor, has made the decision to
adopt this plan amendment. The Company is acting in reliance on its own
discretion and on the legal and tax advice of its own advisors, and not that of
any member of the Principal Financial Group or any representative of a member
company of the Principal Financial Group.

 Signed this ____________ day of  _________________________________, __________.

                                            PRINCIPAL LIFE INSURANCE COMPANY

                                            By
                                              ----------------------------------

                                              ----------------------------------
                                                          Title

                                        3

                      PLAN PAGES AFFECTED BY THIS AMENDMENT

Pages 5 & 6 - regarding change in agent and field manager, etc.

Page 6 - change in Savings Plan def for 2001 Agt select savings plan name.

Page 9 - change to company contribution not only on entry date.

Page 11 - changes requested to 5.01 and 5.02.

Page 14 - change to Article VIII

                                        4

                        NONQUALIFIED DEFINED CONTRIBUTION

                        PLAN FOR DESIGNATED PARTICIPANTS

Nonqualified Retirement Plan 7.5A

Effective September 29, 1997

                                TABLE OF CONTENTS

INTRODUCTION

ARTICLE I                     DEFINITIONS

ARTICLE 11                    PARTICIPATION

ARTICLE III                   CONTRIBUTIONS

        Section 3.01 ----- Company Contributions

ARTICLE IV                    INVESTMENT OF CONTRIBUTIONS

ARTICLE V                     BENEFITS

        Section 5.01 ----- Retirement Benefits
        Section 5.02 ----- Death Benefits
        Section 5.03 ----- Termination Benefits

ARTICLE VI                    TRANSFER OF VESTED ACCOUNT

ARTICLE VII                   TERMINATION OF PLAN

ARTICLE VIII                  ADMINISTRATION OF PLAN

ARTICLE IX                    GENERAL PROVISIONS

        Section 9.01 ----- Amendments
        Section 9.02 ----- Provisions Relating to the Insurer
                              and Other Parties
        Section 9.03 ----- Employment Status
        Section 9.04 ----- Rights to Plan Assets
        Section 9.05 ----- Nonalienation of Benefits
        Section 9.06 ----- Construction
        Section 9.07 ----- Legal Actions
        Section 9.08 ----- Word Usage

PLAN EXECUTION

TABLE OF CONTENTS                       3                          (4-30170 DES)

                                  INTRODUCTION

         The Company is establishing a nonqualified, defined contribution
participants' retirement plan which has been designed as, and is intended to be,
an unfunded plan for purposes of the Employee Retirement Income Security Act of
1974, as amended, and a nonqualified plan under the Internal Revenue Code of
1986, including any later amendments to the Code.

         The Company agrees to operate the plan according to the terms,
provisions and conditions set forth in this document.

         Any funds accumulated for purposes of providing benefits under this
plan are fully available to satisfy the claims of the Company's creditors.
Participants have no greater rights with regard to such fund than any other
general creditor of the Company.

INTRODUCTION                            4                          (4-30170 DES)

                          AMEND. NO. 1 PAGE DTD. 7-1-98

                                    ARTICLE I

                                   DEFINITIONS

ACCOUNT means, for a Participant, his share of the Investment Fund.

A Participant's Account shall be reduced by any distribution of his Account. A
Participant's Account will participate in the earnings credited, expenses
charged and any appreciation or depreciation of the Investment Fund. His Account
is subject to any minimum guarantees applicable under the Group Contract or
other investment arrangement.

AGENT means an individual who holds an Agent's Contract and who is not a General
Manager or Management Assistant. In addition, such individual is an individual
(i) who is invited to participate in the Plan, (ii) with whom the Company has
entered into a Participation Agreement, and (iii) who is a member of a select
group of highly compensated or management person.

AGENT'S CONTRACT means the DD713 contract between the Company and an Agent,
General Manager or Management Assistant. The term Agent's Contract shall also
include any successor full-time agent's contract which the Company substituted
with DD713 or any of its predecessors.

ASSOCIATED PLAN means The Principal Select Savings Excess Plan.

BENEFICIARY means the person or persons named by a Participant to receive any
benefits under this Plan upon the Participant's death.

CODE means the Internal Revenue Code of 1986, as amended.

COMPANY means PRINCIPAL LIFE INSURANCE COMPANY.

CONTRIBUTIONS means Company Contributions as set out in Article III.

ELIGIBLE EMPLOYEE means any Employee, Agent, General Manager or Management
Assistant who is invited to participate in the Plan, with whom the Company has
entered into a Participation Agreement, and who is a member of a select group of
highly compensated or management employees.

EMPLOYEE means an individual who is employed by or contracted with the Company
or an Adopting Employer under the Associated Plan.

ENTRY DATE means the date an Eligible Employee first enters the Plan as an
Active Participant. See Article II - PARTICIPATION.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

GENERAL MANAGER means an individual who is so designated by the Company and who
holds an Agent's Contract. In addition, such individual is an individual (i) who
is invited to participate in the Plan, (ii) with whom the Company has entered
into a Participation Agreement, and (iii) who is a member of a select group of
highly compensated or management persons.

ARTICLE 1                               5                          (4-30170 DES)

                          AMEND. NO. 1 PAGE DTD.7-1-98

GROUP CONTRACT means the group annuity contract or contracts into which the
Trustee enters with the Insurer for the investment of Contributions and the
payment of benefits under this Plan. The term Group Contract as it is used in
this Plan is deemed to include the plural unless the context clearly indicates
otherwise.

Any funds accumulated under the Group Contract are available to the general
creditors of the Company.

INSURER means Principal Life Insurance Company and any other insurance company
or companies named by the Trustee or Company.

INVESTMENT FUND means the total assets held for the purpose of providing
benefits for Participants. These funds result from Contributions made under the
Plan.

The Investment Fund is not held for the exclusive benefit of Participants or
their Beneficiaries.

MANAGEMENT ASSISTANT means an individual who is so designated by the Company and
who holds an Agent's Contract. In addition, such individual is an individual (i)
who is invited to participate in the Plan, (ii) with whom the Company has
entered into a Participation Agreement, and (iii) who is a member of a select
group of highly compensated or management persons.

PARTICIPANT means an Eligible Employee who is actively participating in the
Plan.

PARTICIPATION AGREEMENT means the written agreement entered into by the
Participant and the Company which specifies the amount of lump sum Company
Contribution to be made on behalf of the Participant upon his entry into the
Plan.

PLAN means the nonqualified retirement plan of the Company set forth in this
document, including any later amendments to it.

PLAN ADMINISTRATOR means the person or persons who administer the Plan. The Plan
Administrator is the Company.

PLAN YEAR means a period beginning on a Yearly Date and ending on the day before
the next Yearly Date.

RETIREMENT DATE means for a Participant, his retirement date under the
Associated Plan.

SAVINGS PLAN means the qualified plan(s) as follows:

         The Principal Select Savings Plan for Agents, General Managers and
         Management Assistants.

         The Principal Select Savings Plan for Employees.

SERVICE means an Eligible Employee's period of service with the Company,
expressed as whole years and fractional parts of a year (to two decimal places)
on the basis that 365 days equal one year.

ARTICLE 1                               6                          (4-30170 DES)

                          AMEND. NO. 1 PAGE DTD. 1-1-98

TRUST means an agreement of trust between the Company and Trustee established
for the purpose of holding and distributing the Trust Fund under the provisions
of the Plan. The Trust may provide for the investment of all or any portion of
the Trust fund in the Group Contract.

TRUST FUND means the total funds held under the Trust for the purpose of
providing benefits for Participants. These funds result from Contributions made
under the Plan which are forwarded to the Trustee to be deposited in the Trust
Fund.

TRUSTEE means the trustee or trustees under the Trust. The term Trustee as it is
used in this Plan is deemed to include the plural unless the context clearly
indicates otherwise.

         VESTED ACCOUNT means the part of a Participant's Account in which he
         has a vested interest. The Participant's Vested Account is equal to his
         Account multiplied by the percentage shown in the following schedule
         which corresponds to his years of Service:

                      Service
                    (whole years)         Percentage
                     Less than 5              0%
                      5 or more              100

The vesting percentage for a Participant shall be 100% on or after the earliest
of (i) the date he dies, (ii) the date he becomes totally and permanently
disabled, as defined in the Associated Plan, or (iii) the date he is
involuntarily discharged (for reasons other than embezzlement or engaging in any
criminal act against the Company).

The nonvested portion of the Account of a Participant who ceases to be an
Eligible Employee shall be released to the Company.

YEARLY DATE means September 29, 1997, and each following January 1.

ARTICLE 1                               7                          (4-30170 DES)

                                   ARTICLE II

                                  PARTICIPATION

         An Employee shall first become a Participant (begin active
participation in the Plan) on the earliest date on or after September 29, 1997,
on which he is an Eligible Employee. This date is his Entry Date.

         A former Participant shall not again become a Participant under the
Plan without again being designated as an Eligible Employee.

ARTICLE 11                              8                          (4-30170 DES)

                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01--COMPANY CONTRIBUTIONS.

         The Company shall make a Company Contribution as of each Participant's
Entry Date.

         The amount of the Company Contribution shall be equal to the amount
agreed upon and specified in the Participation Agreement.

         The Company Contribution determined above for each person shall be
credited to his Account.

ARTICLE II                              9                          (4-30170 DES)

                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

         All Contributions are forwarded by the Company to the Trustee to be
deposited in the Trust Fund.

         Investment of contributions will be in accordance with the provisions
of the Trust which will include, but not to be limited to, investments under the
provisions of any applicable Group Contract or any mutual fund arrangement with
the Insurer. In the event of insolvency of the Company, the amounts in the Trust
are subject to the claims of the Company's general creditors.

         To the extent permitted by the Trust, the Participant shall direct the
Contributions to any of the investments available under the Trust. If no
investment direction is given, Contributions will be invested according to the
provisions of any applicable Group Contract or mutual fund arrangement. A change
in investment direction or a transfer to or from an account of a Participant may
be made at any time according to such terms and conditions as the Trustee may
specify and subject to the provisions of the investments available under the
Trust.

ARTICLE IV                             10                          (4-30170 DES)

                          AMEND. NO. 1 PAGE DTD. 1-1-98

                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

         On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI.

SECTION 5.02--DEATH BENEFITS.

         If a Participant dies before his Retirement Date, his Vested Account
shall be distributed according to the distribution of benefits provisions of
Article VI.

SECTION 5.03--TERMINATION BENEFITS.

         A Participant will receive a distribution of his Vested Account if he
ceases to be an Employee before his Retirement Date.

         Provided, however, if a Participant's Account is not a Vested Account,
his entire Account shall be forfeited if he is involuntarily discharged by
reason of embezzlement or engaging in any criminal act against the Company.

ARTICLE V                              11                          (4-30170 DES)

                                   ARTICLE VI

                           TRANSFER OF VESTED ACCOUNT

         A Participant's Vested Account shall be transferred to the Associated
Plan once the Participant's Vested Account is fully (100%) vested. Such transfer
shall occur on the earliest date possible on which a transfer can be made
according to the provisions of the Group Contract.

         Once a Participant's Vested Account is transferred to the Associated
Plan, the Account shall be subject to all of the provisions in the Associated
Plan, including retirement benefits and corresponding election procedures.

ARTICLE VI                             12                          (4-30170 DES)

                          AMEND. NO. 1 PAGE DTD. 1-1-98

                                   ARTICLE VII

                               TERMINATION OF PLAN

         The Company expects to continue the Plan indefinitely but reserves the
right to terminate the Plan at any time upon giving written notice to all
parties concerned. Complete discontinuance of Contributions under the Plan
constitutes termination of the Plan.

         The Participant's Account shall continue to participate in the
investment earnings credited, expenses charged and any appreciation or
depreciation of the Investment Fund until the Account is distributed.

         A Participant's Account may be distributed to the Participant after the
effective date of the Plan termination.

         Upon termination of the Plan, no more Eligible Employees shall become
Participants and no more Contributions shall be made.

         Amounts in this Plan shall not be paid to the Company at any time,
except that, after the satisfaction of all liabilities under the Plan, any
amounts remaining may be paid to the Company. In addition, after the
satisfaction of all liabilities as to each Participant under the Plan, any
amounts resulting from forfeited Account balances may be released to the
Company. The payment may not be made if it would contravene any provision of
law.

ARTICLE VII                            13                          (4-30170 DES)

                                   ARTICLE VII

                               TERMINATION OF PLAN

         The Company expects to continue the Plan indefinitely but reserves the
right to terminate the Plan at any time upon giving written notice to all
parties concerned. Complete discontinuance of Contributions under the Plan
constitutes termination of the Plan.

         The Participant's Account shall continue to participate in the
investment earnings credited, expenses charged and any appreciation or
depreciation of the Investment Fund until the Account is distributed.

         A Participant's Account may be distributed to the Participant after the
effective date of the Plan termination.

         Upon termination of the Plan, no more Eligible Employees shall become
Participants and no more Contributions shall be made.

         Amounts in this Plan shall not be paid to the Company at any time,
except that, after the satisfaction of all liabilities under the Plan, any
amounts remaining may be paid to the Company. The payment may not be made if it
would contravene any provision of law.

ARTICLE VII                            14                          (4-30170 DES)

                                  ARTICLE VIII

                             ADMINISTRATION OF PLAN

         The administrative provisions contained in Article VIII of the Savings
Plan, except for Section 8.07, are hereby incorporated by reference into this
Plan.

ARTICLE VIII                           15                          (4-30170 DES)

                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 9.01--AMENDMENTS.

         By resolution of its Management Resources Committee, the Company may
amend this Plan at any time, including any remedial retroactive changes (within
the specified period of time as may be determined by Internal Revenue Service
regulations) to comply with the requirements of any law or regulation issued by
any governmental agency to which the Company is subject.

SECTION 9.02--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

         The obligations of an Insurer shall be governed solely by the
provisions of the Group Contract. The Insurer shall not be required to perform
any act not provided in or contrary to the provisions of the Group Contract. See
the CONSTRUCTION SECTION of this article.

         Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee.

         Such Insurer, issuer or distributor is not a party to the Plan, nor
bound in any way by the Plan provisions. Such parties shall not be required to
look to the terms of this Plan, nor to determine whether the Company, the Plan
Administrator or the Trustee have the authority to act in any particular manner
or to make any contract or agreement.

         Until notice of any amendment or termination of this Plan or a change
in Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 9.03--EMPLOYMENT STATUS.

         Nothing contained in this Plan gives an Eligible Employee the right to
be retained in the Company's employ or to interfere with the Company's right to
discharge any Eligible Employee.

SECTION 9.04--RIGHTS TO PLAN ASSETS.

         No Eligible Employee shall have any right to or interest in any assets
of the Plan upon termination of his employment or contract or otherwise except
as specifically provided under this Plan, and then only to the extent of the
benefits payable to such Eligible Employee in accordance with Plan provisions.

ARTICLE IX                             16                          (4-30170 DES)

         Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries or spouse of such Participant under the
Plan provisions shall be in full satisfaction of all claims against the Plan,
the Plan Administrator, the Trustee, the Insurer, and the Company arising under
or by virtue of the Plan.

SECTION 9.05--NONALIENATION OF BENEFITS.

         Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary or spouse. A Participant, Beneficiary
or spouse does not have any rights to alienate, anticipate, commute, pledge,
encumber or assign any of such benefits. The preceding sentences shall also
apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant according to a domestic relations order,
unless such order is determined by the Plan Administrator to be a qualified
domestic relations order, as defined in ERISA Act Section 206(d), or any
domestic relations order entered before January 1, 1985.

SECTION 9.06--CONSTRUCTION.

         The validity of the Plan or any of its provisions is determined under
and construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Company has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

         In the event of any conflict between the provisions of the Plan and the
terms of any contract or policy issued hereunder, the provisions of the Plan
control the operation and administration of the Plan.

SECTION 9.07--LEGAL ACTIONS.

         The Plan, the Plan Administrator and the Trustee are the necessary
parties to any action or proceeding involving the assets held with respect to
the Plan or administration of the Plan or Trust. No person employed or
contracted by the Company, no Participant, former Participant or their
Beneficiaries or any other person having or claiming to have an interest in the
Plan is entitled to any notice of process. A final judgment entered in any such
action or proceeding shall be binding and conclusive on all persons having or
claiming to have an interest in the Plan.

SECTION 9.08--WORD USAGE.

         The masculine gender, where used in this Plan, shall include the
feminine gender and the singular words as used in this Plan may include the
plural, unless the context indicates otherwise.

ARTICLE IX                             17                          (4-30170 DES)

         By executing this Plan, the Company acknowledges having counseled to
the extent necessary with selected legal and tax advisors regarding the Plan's
legal and tax implications.

         Executed this _________day of ________________________________, 19 ___.

                                         PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                                          By:
                                             -----------------------------------

                                             -----------------------------------
                                                            Title

PLAN EXECUTION                         18                          (4-30170 DES)

                                 AMENDMENT NO. 1

                 THE PRINCIPAL SELECT SAVINGS PLAN FOR EMPLOYEES

The Plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended as follows:

Effective September 4, 2001 or, if later, the effective date of an initial
public offering of the common stock of Principal Financial Group, Inc.:

By adding the following new sections to the Table of Contents:

     Section 6.05 -- Form of Distribution from Employer Stock Fund

     Section 9.09 -- Employer Stock Fund Matters

By adding the following definitions to the DEFINITIONS SECTION of Article I:

     EMPLOYER STOCK means common stock of Principal Financial Group, Inc.

     EMPLOYER STOCK FUND means an investment vehicle under the Trust Agreement
     which is part of the Investment Fund and which consists of Employer Stock.

By adding the following two sentences at the end of the definition of Trust
Agreement in the DEFINITIONS SECTION of Article I.

     There may be more than one Trust Agreement under the Plan. The term Trust
     Agreement as it is used in this Plan is deemed to include the plural unless
     the context clearly indicates the singular is meant.

By striking the seventh sentence in the first paragraph of the INVESTMENT AND
TIMING OF CONTRIBUTIONS SECTION of Article IV and substituting the following
sentence:

     If the Primary Employer has investment direction, such Account shall be
     invested ratably in the guaranteed benefit policy portion of the Annuity
     Contract, the investment options available under the Annuity Contract, or
     the investment vehicles available under the Trust Agreement (other than the
     Employer Stock Fund) in the same manner as the Accounts of all other
     Participants who do not direct their investments.

By adding the following paragraph at the end of the INVESTMENT AND TIMING OF
CONTRIBUTIONS SECTION of Article IV:

     The part of an Account resulting from Elective Deferral Contributions may
     be invested in the Employer Stock Fund only at the direction of a
     Participant, a Beneficiary of a deceased Participant, or an Alternate Payee
     under a qualified domestic relations order. Accordingly, the acquisition of
     Employer Stock by the Plan is exempt from the ten percent (10 %) limit
     under ERISA Section 407.

                                       1

By adding the following sentence at the end of the second paragraph of the LOANS
TO PARTICIPANTS SECTION of Article V:

     No loan shall be available to a Participant from the part, if any, of his
     Vested Account that is invested in the Employer Stock Fund.

By adding the following sentence at the end of the seventh paragraph of the
LOANS TO PARTICIPANTS Section of Article V:

     For purposes of this maximum, a Participant's Vested Account includes the
     part, if any, of such Account that is invested in the Employer Stock Fund.

By adding the following section at the end of Article VI:

     SECTION 6.05 -- FORM OF DISTRIBUTION FROM EMPLOYER STOCK FUND.

          For distribution purposes, the part, if any, of a Participant's Vested
     Account that is invested in the Employer Stock Fund will be converted to
     cash and the proceeds will be included in the annuity or cash benefit
     otherwise provided under the Plan. The Participant's Vested Account will be
     reduced to reflect any brokerage fees incurred on the sale of Employer
     Stock to accommodate such distribution.

By adding the following section at the end of Article IX:

     SECTION 9.09 --EMPLOYER STOCK FUND MATTERS.

          Interests in the Plan, and any shares of Employer Stock contributed by
     or purchased from the Employer or its Controlled Group, will be registered
     under federal securities laws and qualified under applicable state
     securities laws. The number of shares so registered and qualified will be
     appropriately adjusted to reflect any stock dividends, stock splits, or
     other similar changes.

          A Participant may instruct the Trustee as to how to vote shares of
     Employer Stock credited to his Account on any matter submitted for a vote
     to shareholders. The number of shares with respect to which a Participant
     may provide voting instructions will equal the number of full and
     fractional shares credited to his Account as of the record date for
     determining the shareholders entitled to vote at the shareholders meeting.
     The Plan Administrator will use reasonable efforts to cause each
     Participant to be sent before each meeting of shareholders (i) any notice
     and other materials provided to shareholders for that meeting and (ii)
     forms by which the Participant may instruct the Trustee how to vote the
     shares credited to his Account. The Plan Administrator or Trustee will
     establish a deadline by which voting instructions must be received from
     Participants. The Trustee will tabulate the voting instructions received by
     that deadline, will determine the number of votes for and against each
     proposal, and will vote the shares in accordance with the instructions
     received.

                                       2

          Any shares of Employer Stock credited to Accounts for which voting
     instructions from Participants have not been received by the established
     deadline will be voted as the Trustee determines in its sole discretion.

          A Participant will be a "named fiduciary" to the extent of the voting
     control granted under this section.

          A Participant may instruct the Trustee as to whether or not to tender
     or exchange shares of Employer Stock credited to his Account in any tender
     or exchange offer for such shares. The number of shares with respect to
     which a Participant may provide instructions will equal the number of full
     and fractional shares credited to his Account as of a date established by
     the Plan Administrator or Trustee that precedes the date on which a
     response is required to the offer (with appropriate adjustments to reflect
     subsequent transactions with respect to the Account). As soon as
     practicable after the commencement of a tender or exchange offer for shares
     of Employer Stock, the Plan Administrator will use reasonable efforts to
     cause each Participant to be sent (i) a notice of the terms of such offer
     and (ii) forms by which the Participant may instruct the Trustee to tender
     or exchange, or retain, the shares credited to his Account, to the extent
     permitted under the terms of such offer. The Plan Administrator or Trustee
     will establish a deadline by which instructions must be received from
     Participants. The Trustee will tabulate the instructions received by that
     deadline, will determine the number of shares to tender or exchange, or
     retain, and will tender or exchange, or retain, the shares in accordance
     with the instructions received.

          A Participant may not instruct the Trustee to tender or exchange some
     but less than all the shares of Employer Stock credited to his Account, and
     an instruction to tender or exchange less than all such shares will be
     deemed to be an instruction not to tender or exchange any shares of
     Employer Stock credited to his Account. If the tender or exchange offer is
     limited so that all of the shares that Participants have been directed to
     be tendered or exchanged cannot be tendered or exchanged, the shares that
     each Participant has directed to be tendered or exchanged will be deemed to
     have been tendered or exchanged in the same ratio that the number of shares
     actually tendered or exchanged bears to the total number of shares that the
     Participants have directed to be tendered or exchanged.

          Any shares of Employer Stock credited to Accounts for which
     instructions from Participants have not been received by the established
     deadline will be tendered or exchanged, or retained, as the Trustee
     determines in its sole discretion.

          A Participant will be a "named fiduciary" to the extent of the
     investment control granted under this section.

          Information relating to the purchase, holding, and sale of shares of
     Employer Stock, and the exercise of voting, tender, and similar rights with
     respect to such shares by Participants, will be maintained in accordance
     with procedures which are designed to safeguard the confidentiality of such
     information, except to the extent necessary to comply with federal laws or
     state laws not preempted by ERISA. The Plan Administrator may require
     verification of compliance by the Trustee with the instructions received
     from Participants by any independent auditor selected by the Plan

                                       3

     Administrator, provided that such auditor agrees to maintain the
     confidentiality of such instructions.

          The Plan Administrator shall designate a fiduciary who is responsible
     for ensuring that the procedures required under this section are sufficient
     to safeguard the confidentiality of the information described above, such
     procedures are being followed, and the independent fiduciary required below
     is appointed. The designated fiduciary (if not independent) shall appoint
     an independent fiduciary to carry out any activities relating to any
     situations which the designated fiduciary determines involve a potential
     for undue Employer influence upon Participants with regard to the direct or
     indirect exercise of shareholder rights. For purposes of this paragraph, a
     fiduciary is not independent if the fiduciary is affiliated with any
     Employer sponsoring the Plan.

          For purposes of this section, references to a Participant include a
     Beneficiary of a deceased Participant and an Alternate Payee under a
     qualified domestic relations order.

This amendment is made an integral part of the aforesaid Plan and is controlling
over the terms of said Plan with respect to the particular items addressed
expressly herein. All other provisions of the Plan remain unchanged and
controlling.

This amendment shall apply to Active Participants and to any individual who is
an Inactive Participant, Beneficiary or Alternate Payee on the effective date(s)
stated above.

By signing below, the Employer, as Plan sponsor, adopts this amendment of the
Plan.

Dated: September _____ , 2001.          PRINCIPAL LIFE INSURANCE COMPANY

                                        By: __________________________________
                                            Jim DeVries
                                            Vice President - Human Resources

                                       4

                     PLAN PAGES AFFECTED BY AMENDMENT NO. 1

1.   Page 4 - Table of Contents, add Section 6.05 -- Form of Distribution from
     Employer Stock Fund and Section 9.09 -- Employer Stock Fund Matters.

2.   Page 12 - Add definition of Employer Stock and Employer Stock Fund.

3.   Page 18 - Change definition of Trust Agreement.

4.   Pages 44 & 45 - Change Investment and Timing of Contributions language.

5.   Pages 49 & 50 - Change Loans to Participants language.

6.   Page 59 - Add Section 6.05--Form of Distribution from Employer Stock Fund.

7.   Page 68 - Add Section 9.09 - Employer Stock Fund Matters

                                       5

                           AMENDMENT HISTORY ADDENDUM

  THIS RESTATEMENT REFLECTS ALL CURRENT PROVISIONS OF THE CUSTOM PLAN AND
  REPLACES ALL PREVIOUS DOCUMENTS. THE INFORMATION BELOW RECOGNIZES CHANGES
  MADE TO THE PLAN ON AND AFTER THE 1997 PLAN YEAR UP TO THIS RESTATEMENT.

  EMPLOYER NAME: PRINCIPAL LIFE INSURANCE COMPANY

  _____________________________________________________________________________

  PRIOR TO: April 1, 1997

       PREVIOUS PROVISION: Compensation did not exclude amounts earned as the
  result of an Employee's severance from service, or bonus paid under the
  Employer's long term disability incentive compensation plan.

  PRIOR TO: May 2, 1997
       PREVIOUS PROVISION: Trust Consultants, Inc. was not an Adopting Employer.
  Eligibility service did not include prior service with Trust Consultants, Inc.

  PRIOR TO: July 1, 1997
       PREVIOUS PROVISIONS:
  1. Bonus Deferrals were included as Contributions under the Plan.
  2. The Plan required 1 year of eligibility service in order to become an
  active participant.
  3. Employees became 100% immediately vested upon plan entry.
  4. The Plan did not provide for automatic elective deferrals.
  5. A member was not allowed to have more than 1 loan approved in a 12 month
  period.

  PRIOR TO: January 1, 1998
       PREVIOUS PROVISIONS:
  1. The Plan did not contain updated provisions for Small Jobs Business
  Protection Act with respect to: Family Aggregation; Highly Compensated
  Employee determination; Leased Employee definition; elective contributions
  included in compensation for 415 purposes; 415 maximum permissible amount;
  small amounts dollar amount.
  2. Compensation did not contain provisions to exclude bonus to share or stay
  bonuses for prior ONA employees.
  3. Health Risk Resource Group was not an
  adopting employer.

                                       1

PRIOR TO: July 1, 1998
PREVIOUS PROVISIONS:
1. The definition of Employer was Principal Mutual Life Insurance Company.
This included all other references throughout the Plan to the Employer 'by
name'.
2. The plan did not contain provisions for including Predecessor Employer
Service.
3. Plan did not contain provisions to retain characteristics of money purchase
plan funds transferred to the plan.
4. The decision-making entity for the Plan was the Benefit and Pension
Committee.

PRIOR TO: August 1, 1998
PREVIOUS PROVISIONS:
1. Dental-Net,  Inc., ReliaStar Mortgage Corporation,  and James Mortgage
Company were not adopting employers under the plan.
2. Principal Asset Markets, Inc. was an adopting employer under the plan.

PRIOR TO: January 1, 1999:
PREVIOUS PROVISION:
1. Compensation did not specifically exclude safe harbor fringe benefits or
sign-on bonuses.
2. The Plan did not specifically state that lump sum payments under a QDRO were
not permitted after the member retires. The length of time to elect a lump sum
payment was not limited to 60 days.

PRIOR TO: March 12, 1999:
PREVIOUS PROVISION: There was no provision for 100% vesting employees
of Philadelphia Group Service Center.

PRIOR TO: November 1, 1999:
PREVIOUS PROVISION: The plan provided for purchase of life insurance.

PRIOR TO: December 31, 1999:
PREVIOUS PROVISIONS: There was no provision for 100% vesting
employees of Principal Real Estate Services, LLC.

PRIOR TO: January 1, 2000:
PREVIOUS PROVISION:
1. Eligible employee definition did not specifically exclude: short-term
employees; vendors or independent contractors; temporary employees; Brokerage
General Agents; Leased Employees.
2. Automatic elective deferral percentage was 4% of pay for the pay period.
3. Employer Matching Contribution was 50% of the first 4% of pay.
4. The Top-heavy vesting percentage was the 6-yr graded schedule.

                                       2

PRIOR TO: January 1, 2000:
       PRIOR ADOPTING EMPLOYERS: The following were listed as Adopting Employers
under the Plan:

Name                                                  Status
----                                                  ------
Principal Life Insurance Company                      Inactive
Principal Holding Company                             Inactive
The Principal Financial Group                         Inactive
Princor Financial Services Corporation                Inactive
Patrician Associates, Inc.                            Inactive
Princor Management Corporation                        Inactive
Petula Associates, Ltd.                               Inactive
Principal Development Associates,                     Inactive
Inc.
Invista Capital Management, LLC.                      Inactive
Principal Marketing Services, Inc.                    Inactive
Principal Financial Advisors, Inc.                    Inactive
Principal Asset Markets, Inc.                         Terminated, 12/31 /1997
Principal Portfolio Services, Inc.                    Terminated, 3/1 /1999
America's Health Plan, Inc.                           Terminated, 10/1 /1997
Principal Bank                                        Terminated, 2/12/1998
Dental-Net, Inc.                                      Terminated, 1 /15/1999
ReliaStar Mortgage                                    Terminated, 1 1 /30/1998
James Mortgage Company                                Terminated, 8/31 /1998
HealthRisk Resource Group                             Terminated, 7/20/2000

PRIOR TO: January 1, 2001
       PREVIOUS PROVISION: Spousal consent was required for member loans.

                                       3

                                                                    EXHIBIT 99.3

                        THE PRINCIPAL SELECT SAVINGS PLAN
                                  FOR EMPLOYEES

Defined Contribution Plan 8.0

Restated January 1, 1997

(Including changes through January 1, 2001. See Addendum)

                                TABLE OF CONTENTS

  INTRODUCTION

  ARTICLE I                     FORMAT AND DEFINITIONS

        Section   1.01    ----- Format
        Section   1.02    ----- Definitions

  ARTICLE II                    PARTICIPATION

        Section   2.01    ----- Active Participant
        Section   2.02    ----- Inactive Participant
        Section   2.03    ----- Cessation of Participation
        Section   2.04    ----- Adopting Employers - Single Plan

  ARTICLE III                   CONTRIBUTIONS

        Section   3.01    ----- Employer Contributions
        Section   3.01 A  ----- Voluntary Contributions by Participants
        Section   3.01 B  ----- Rollover Contributions
        Section   3.02    ----- Forfeitures
        Section   3.03    ----- Allocation
        Section   3.04    ----- Contribution Limitation
        Section   3.05    ----- Excess Amounts

ARTICLE IV                      INVESTMENT OF CONTRIBUTIONS

        Section   4.01    ----- Investment and Timing of Contributions

ARTICLE V                       BENEFITS

        Section   5.01    ----- Retirement Benefits
        Section   5.02    ----- Death Benefits
        Section   5.03    ----- Vested Benefits
        Section   5.04    ----- When Benefits Start
        Section   5.05    ----- Withdrawal Benefits
        Section   5.06    ----- Loans to Participants
        Section   5.07    ----- Qualified Domestic Relations Orders

RESTATEMENT JANUARY 1, 1997            3                       ARTICLE VI(66776)

  ARTICLE VI             DISTRIBUTION OF BENEFITS

        Section 6.01   ----- Automatic Forms of Distribution
        Section 6.02   ----- Optional Forms of Distribution
        Section 6.03   ----- Election Procedures
        Section 6.04   ----- Notice Requirements

  ARTICLE VII            DISTRIBUTION REQUIREMENTS

        Section 7.01   ----- Application
        Section 7.02   ----- Definitions
        Section 7.03   ----- Distribution Requirements

  ARTICLE VIII           TERMINATION OF THE PLAN

  ARTICLE IX             ADMINISTRATION OF THE PLAN

       Section 9.01   ----- Administration
       Section 9.02   ----- Pension Plan Investment Committee
       Section 9.03   ----- Expenses
       Section 9.04   ----- Records
       Section 9.05   ----- Information Available
       Section 9.06   ----- Claim and Appeal Procedures
       Section 9.07   ----- Delegation of Authority
       Section 9.08   ----- Exercise of Discretionary Authority

  ARTICLE X              GENERAL PROVISIONS

       Section 10.01  ----- Amendments
       Section 10.02  ----- Direct Rollovers
       Section 10.03  ----- Mergers and Direct Transfers
       Section 10.04  ----- Provisions Relating to the Insurer and Other Parties
       Section 10.05  ----- Employment Status
       Section 10.06  ----- Rights to Plan Assets
       Section 10.07  ----- Beneficiary
       Section 10.08  ----- Nonalienation of Benefits
       Section 10.09  ----- Construction
       Section 10.10  ----- Legal Actions
       Section 10.11  ----- Small Amounts
       Section 10.12  ----- Word Usage
       Section 10.13  ----- Change in Service Method
       Section 10.14  ----- Military Service

RESTATEMENT JANUARY 1, 1997            4                       ARTICLE VI(66776)

ARTICLE XI             TOP-HEAVY PLAN REQUIREMENTS

        Section 11.01 -----  Application
        Section 11.02 -----  Definitions
        Section 11.03 -----  Modification of Vesting Requirements
        Section 11.04 -----  Modification of Contributions
        Section 11.05 -----  Modification of Contribution Limitation

  PLAN EXECUTION

RESTATEMENT JANUARY 1, 1997            5                       ARTICLE VI(66776)

                                  INTRODUCTION

     The Primary Employer previously established a savings plan on January 1,
1985.

     The Primary Employer is of the opinion that the plan should be changed. It
believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
January 1, 1997, is set forth in this document and is substituted in lieu of the
prior document.

     This restatement is made retroactively to reflect the law changes made
through the Internal Revenue Service Restructuring and Reform Act of 1998. The
provisions of this Plan apply as of the effective date of the restatement except
as provided in the attached addendums which reflect the operation of the Plan
between the effective date of the restatement and the date this restatement is
adopted, and identify those provisions which are not amended retroactively. This
January 1, 1997, restatement includes provisions in effect through January 1,
2001.

     The restated plan continues to be for the exclusive benefit of employees of
the Employer. All persons covered under the plan on December 31, 1996, shall
continue to be covered under the restated plan with no loss of benefits.

     It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.

RESTATEMENT JANUARY 1, 1997             6                      ARTICLE VI(66776)

                                    ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

     Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

          These words and phrases have an initial capital letter to aid in
     identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

     ACCOUNT means, for a Participant, his share of the Plan Fund. Separate
     accounting records are kept for those parts of his Account that result
     from:

     (a) Voluntary Contributions

     (b) Elective Deferral Contributions

     (c) Matching Contributions

     (d) Qualified Nonelective Contributions

     (e) Rollover Contributions

     (f) Contributions which once were contributions made under Old Northwest
         Agents Limited Partnership Money Purchase Retirement Plan.

     If the Participant's Vesting Percentage is less than 100% as to any of the
     Employer Contributions, a separate accounting record will be kept for any
     part of his Account resulting from such Employer Contributions and, if
     there has been a prior Forfeiture Date, from such Contributions made before
     a prior Forfeiture Date.

     A Participant's Account shall be reduced by any distribution of his Vested
     Account and by any Forfeitures. A Participant's Account shall participate
     in the earnings credited, expenses charged, and any appreciation or
     depreciation of the Investment Fund. His Account is subject to any minimum
     guarantees applicable under the Annuity Contract or other investment
     arrangement and to any expenses associated therewith.

     ACP TEST means the nondiscrimination test described in Code Section
     401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION
     of Article III.

     ACTIVE PARTICIPANT means an Eligible Employee who is actively participating
     in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION
     of Article II.

RESTATEMENT JANUARY 1, 1997             7                      ARTICLE VI(66776)

     ADOPTING EMPLOYER means an employer which is a Controlled Group member and
     which is listed in the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of Article
     ll.

     ADP TEST means the nondiscrimination test described in Code Section
     401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS SECTION
     of Article III.

     AFFILIATED SERVICE GROUP means any group of corporations, partnerships or
     other organizations of which the Employer is a part and which is affiliated
     within the meaning of Code Section 414(m) and regulations thereunder. Such
     a group includes at least two organizations one of which is either a
     service organization (that is, an organization the principal business of
     which is performing services), or an organization the principal business of
     which is performing management functions on a regular and continuing basis.
     Such service is of a type historically performed by employees. In the case
     of a management organization, the Affiliated Service Group shall include
     organizations related, within the meaning of Code Section 144(a)(3), to
     either the management organization or the organization for which it
     performs management functions. The term Controlled Group, as it is used in
     this Plan, shall include the term Affiliated Service Group.

     AGENT'S PLAN means The Principal Select Savings Plan for Individual Field
     (The Principal Select Savings Plan for Agents, General Managers and
     Management Assistants prior to January 1, 2001).

     ALTERNATE PAYEE means any spouse, former spouse, child, or other dependent
     of a Participant who is recognized by a qualified domestic relations order
     as having a right to receive all, or a portion of, the benefits payable
     under the Plan with respect to such Participant.

     ANNUAL COMPENSATION means, for a Plan Year, the Employee's Compensation for
     the Compensation Year ending with or within the consecutive 12-month period
     ending on the last day of the Plan Year.

     ANNUITY CONTRACT means the annuity contract or contracts into which the
     Trustee enters with the Insurer for guaranteed benefits, for the investment
     of Contributions in separate accounts, and for the payment of benefits
     under this Plan. The term Annuity Contract as it is used in this Plan shall
     include the plural unless the context clearly indicates the singular is
     meant.

     ANNUITY STARTING DATE means, for a Participant, the first day of the first
     period for which an amount is payable as an annuity or any other form.

     BENEFICIARY means the person or persons named by a Participant to receive
     any benefits under the Plan when the Participant dies. See the BENEFICIARY
     SECTION of Article X.

     CLAIMANT means any person who makes a claim for benefits under this Plan.
     See the CLAIM AND APPEAL PROCEDURES SECTION of Article IX.

     CODE means the Internal Revenue Code of 1986, as amended.

     COMPENSATION means, except for purposes of the CONTRIBUTION LIMITATION
     SECTION of Article lll and Article XI, the total earnings, except as
     modified in this definition, paid or made available to an Employee by the
     Employer during any specified period.

RESTATEMENT JANUARY 1, 1997             8                      ARTICLE VI(66776)

     "Earnings" in this definition means wages within the meaning of Code
     Section 3401 (a) and all other payments of compensation to an Employee by
     the Employer (in the course of the Employer's trade or business) for which
     the Employer is required to furnish the Employee a written statement under
     Code Sections 6041(d), 6051(a)(3), and 6052. Earnings must be determined
     without regard to any rules under Code Section 3401(a) that limit the
     remuneration included in wages based on the nature or location of the
     employment or the services performed (such as the exception for
     agricultural labor in Code Section 3401(a)(2)). The amount reported in the
     "Wages, Tips and Other Compensation" box on Form W-2 satisfies this
     definition.

     For any Self-employed Individual, Compensation means Earned Income.

     Compensation shall exclude the following:

     (a)  reimbursements or other expense allowances, fringe benefits (cash or
          noncash), moving expenses, deferred compensation (other than elective
          contributions) and welfare benefits;

     (b)  bonuses paid under the Principal Long Term Incentive Compensation Plan
          or other incentive compensation plans designated by the Plan
          Administrator;

     (c)  amounts earned as a result of an Employee's severance from service;

     (d)  sign on bonuses; and

     (e)  bonus to share in the proceeds or any stay bonus paid to an Employee
          as the result of the acquisition of Old Northwest Agents Limited
          Partnership.

     For purposes of the EXCESS AMOUNTS SECTION of Article III, Compensation
     shall not exclude those items listed above unless such Compensation is
     nondiscriminatory in accordance with the regulations under Code Section
     414(s).

     For years beginning before January 1, 1998, Compensation shall also include
     elective contributions. For this purpose, elective contributions are
     amounts excludible from the gross income of the Employee under Code
     Sections 402(e)(3), 402(h)(1)(B), 125, or 403(b), and contributed by the
     Employer, at the Employee's election, to a Code Section 401(k) arrangement,
     a simplified employee pension, cafeteria plan, or tax-sheltered annuity.
     Elective contributions also include compensation deferred under a Code
     Section 457 plan maintained by the Employer and employee contributions
     "picked up" by a governmental entity and, pursuant to Code Section
     414(h)(2), treated as Employer contributions.

     For years beginning after December 31, 1997, Compensation shall also
     include elective contributions. For this purpose, elective contributions
     are amounts excludible from the gross income of the Employee under Code
     Sections 402(g) or 125 and contributed by the Employer, at the Employee's
     election, to a Code Section 401(k) arrangement, a simplified employee
     pension, tax-sheltered annuity, simple retirement account, or cafeteria
     plan. Elective contributions also include amounts deferred under a Code
     Section 457 plan maintained by the Employer.

     For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may
     elect to use an alternative nondiscriminatory definition of Compensation in
     accordance with the regulations under Code Section 414(s).

RESTATEMENT JANUARY 1, 1997             9                      ARTICLE VI(66776)

     For Plan Years beginning on or after January 1, 1994, the annual
     Compensation of each Participant taken into account for determining all
     benefits provided under the Plan for any determination period shall not
     exceed $150,000, as adjusted for increases in the cost-of-living in
     accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment
     in effect for a calendar year applies to any determination period beginning
     in such calendar year.

     If a determination period consists of fewer than 12 months, the annual
     limit is an amount equal to the otherwise applicable annual limit
     multiplied by a fraction. The numerator of the fraction is the number of
     months in the short determination period, and the denominator of the
     fraction is 12.

     If Compensation for any prior determination period is taken into account in
     determining a Participant's contributions or benefits for the current Plan
     Year, the Compensation for such prior determination period is subject to
     the applicable annual compensation limit in effect for that determination
     period. For this purpose, in determining contributions or benefits in Plan
     Years beginning on or after January 1, 1994, the annual compensation limit
     in effect for determination periods beginning before that date is $150,000.

     Compensation means, for a Leased Employee, Compensation for the services
     the Leased Employee performs for the Employer, determined in the same
     manner as the Compensation of Employees who are not Leased Employees,
     regardless of whether such Compensation is received directly from the
     Employer or from the leasing organization.

     COMPENSATION YEAR means the consecutive 12-month period ending on the last
     day of each Plan Year, including corresponding periods before January 1,
     1985.

     CONTINGENT ANNUITANT means an individual named by the Participant to
     receive a lifetime benefit after the Participant's death in accordance with
     a survivorship life annuity.

     CONTRIBUTIONS means

         Elective Deferral Contributions
         Matching Contributions
         Qualified Nonelective Contributions
         Voluntary Contributions
         Rollover Contributions

     as set out in Article lll, unless the context clearly indicates only
     specific contributions are meant.

     CONTROLLED GROUP means any group of corporations, trades, or businesses of
     which the Employer is a part that are under common control. A Controlled
     Group includes any group of corporations, trades, or businesses, whether or
     not incorporated, which is either a parent-subsidiary group, a
     brother-sister group, or a combined group within the meaning of Code
     Section 414(b), Code Section 414(c) and regulations thereunder and, for
     purposes of determining contribution limitations under the CONTRIBUTION
     LIMITATION SECTION of Article lll, as modified by Code Section 415(h) and,
     for the purpose of identifying Leased Employees, as modified by Code
     Section 144(a)(3). The term Controlled Group, as it is used in this Plan,
     shall include the term Affiliated Service Group and any other employer
     required to be aggregated with the Employer under Code Section 414(o) and
     the regulations thereunder.

RESTATEMENT JANUARY 1, 1997             10                     ARTICLE VI(66776)

     DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement Plan
     specified by the Distributee.

     DISTRIBUTEE means a Participant or former Participant. In addition, the
     Participant's (or former Participant's) surviving spouse and the
     Participant's (or former Participant's) spouse or former spouse who is the
     alternate payee under a qualified domestic relations order, as defined in
     Code Section 414(p), are Distributees with regard to the interest of the
     spouse or former spouse.

     EARNED INCOME means, for a Self-employed Individual, net earnings from
     self-employment in the trade or business for which this Plan is established
     if such Self-employed Individual's personal services are a material income
     producing factor for that trade or business. Net earnings shall be
     determined without regard to items not included in gross income and the
     deductions properly allocable to or chargeable against such items. Net
     earnings shall be reduced for the employer contributions to the Employer's
     qualified retirement plan(s) to the extent deductible under Code Section
     404.

     Net earnings shall be determined with regard to the deduction allowed to
     the Employer by Code Section 164(f) for taxable years beginning after
     December 31, 1989.

     ELECTIVE DEFERRAL CONTRIBUTIONS means contributions made by the Employer to
     fund this Plan in accordance with elective deferral agreements between
     Eligible Employees and the Employer.

     Elective deferral agreements shall be made, changed, or terminated
     according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of
     Article III.

     Elective Deferral Contributions shall be 100% vested and subject to the
     distribution restrictions of Code Section 401(k) when made. See the WHEN
     BENEFITS START SECTION of Article V.

     ELIGIBLE EMPLOYEE means any full-time or part-time Employee of the Primary
     Employer or Adopting Employer. However, the following are excluded:

     (a)  a short-term employee (a person who works on a defined project or
          matter for a specified period of time, but for not more than six
          months after the employment date.

     (b)  a vendor or independent contractor (a person not on the Employer's
          payroll and for whom no taxes are withheld, who is contracted to
          perform professional, production, or administrative services).

     (c)  an agency temporary employee hired through a temporary help agency.

     (d)  a Leased Employee, even if he is, in fact, a common law employee.

     ELIGIBLE RETIREMENT PLAN means an individual retirement account described
     in Code Section 408(a), an individual retirement annuity described in Code
     Section 408(b), an annuity.plan described in Code Section 403(a) or a
     qualified trust described in Code Section 401(a), that accepts the
     Distributee's Eligible Rollover Distribution. However, in the case of an
     Eligible Rollover Distribution to the surviving spouse, an Eligible
     Retirement Plan is an individual retirement account or individual
     retirement annuity.

     ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or any portion
     of the balance to the credit of the Distributee, except that an Eligible
     Rollover Distribution does not include: (i) any distribution that is

RESTATEMENT JANUARY 1, 1997             11                     ARTICLE VI(66776)

     one of a series of substantially equal periodic payments (not less
     frequently than annually) made for the life (or life expectancy) of the
     Distributee or the joint lives (or joint life expectancies) of the
     Distributee and the Distributee's designated Beneficiary, or for a
     specified period of ten years or more; (ii) any distribution to the extent
     such distribution is required under Code Section 401(a)(9); (iii) any
     hardship distribution described in Code Section 401(k)(2)(B)(i)(IV)
     received after December 31, 1998; and (iv) the portion of any other
     distribution(s) that is not includible in gross income (determined without
     regard to the exclusion for net unrealized appreciation with respect to
     employer securities).

     EMPLOYEE means an individual who is employed by the Employer or any other
     employer required to be aggregated with the Employer under Code Sections
     414(b), (c), (m), or (o). A Controlled Group member is required to be
     aggregated with the Employer.

     The term Employee shall include any Self-employed Individual treated as an
     employee of any employer described in the preceding paragraph as provided
     in Code Section 401(c)(1). The term Employee shall also include any Leased
     Employee deemed to be an employee of any employer described in the
     preceding paragraph as provided in Code Section 414(n) or (o).

     EMPLOYER means the Primary Employer. This will also include any successor
     corporation or firm of the Employer which shall, by written agreement,
     assume the obligations of this Plan or any Predecessor Employer which
     maintained this Plan.

     EMPLOYER CONTRIBUTIONS means

        Elective Deferral Contributions
        Matching Contributions
        Qualified Nonelective Contributions

     as set out in Article III and contributions made by the Employer to fund
     this Plan in accordance with the provisions of the MODIFICATION OF
     CONTRIBUTIONS SECTION of Article XI, unless the context clearly indicates
     only specific contributions are meant.

     EMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
     Hour-of-Service.

     ENTRY DATE means the date an Employee first enters the Plan as an Active
     Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

     ERISA means the Employee Retirement Income Security Act of 1974, as
     amended.

     FISCAL YEAR means the Primary Employer's taxable year. The last day of the
     Fiscal Year is December 31.

     FORFEITURE means the part, if any, of a Participant's Account that is
     forfeited. See the FORFEITURES SECTION of Article III.

     FORFEITURE DATE means, as to a Participant, the last day of five
     consecutive one-year Periods of Severance.

RESTATEMENT JANUARY 1, 1997             12                     ARTICLE VI(66776)

     HIGHLY COMPENSATED EMPLOYEE means any Employee who:

     (a)  was a 5-percent owner at any time during the year or the preceding
          year, or

     (b)  for the preceding year had compensation from the Employer in excess of
          $80,000 and, if the Employer so elects, was in the top-paid group for
          the preceding year. The $80,000 amount is adjusted at the same time
          and in the same manner as under Code Section 415(d), except that the
          base period is the calendar quarter ending September 30, 1996.

     For this purpose the applicable year of the plan for which a determination
     is being made is called a determination year and the preceding 12-month
     period is called a look-back year. If the Employer makes a calendar year
     data election, the look-back year shall be the calendar year beginning with
     or within the look-back year. The Plan may not use such election to
     determine whether Employees are Highly Compensated Employees on account of
     being a 5-percent owner.

     In determining who is a Highly Compensated Employee the Employer does not
     make a top-paid group election. In determining who is a Highly Compensated
     Employee the Employer makes a calendar year data election. The effect of
     this election is that the look-back year is the calendar year beginning
     with or within the look-back year.

     Calendar year data elections and top-paid group elections, once made, apply
     for all subsequent years unless changed by the Employer. If the Employer
     makes one election, the Employer is not required to make the other. If both
     elections are made, the look-back year in determining the top-paid group
     must be the calendar year beginning with or within the look-back year.
     These elections must apply consistently to the determination years of all
     plans maintained by the Employer which reference the highly compensated
     employee definition in Code Section 414(q), except as provided in Internal
     Revenue Service Notice 97-45 (or superseding guidance). The consistency
     requirement will not apply to determination years beginning with or within
     the 1997 calendar year, and for determination years beginning on or after
     January 1, 1998 and before January 1, 2000, satisfaction of the consistency
     requirement is determined without regard to any nonretirement plans of the
     Employer.

     The determination of who is a highly compensated former Employee is based
     on the rules applicable to determining Highly Compensated Employee status
     as in effect for that determination year, in accordance with section
     1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Internal
     Revenue Service Notice 97-45.

     In determining whether an Employee is a Highly Compensated Employee for
     years beginning in 1997, the amendments to Code Section 414(q) stated above
     are treated as having been in effect for years beginning in 1996.

     The determination of who is a Highly Compensated Employee, including the
     determinations of the number and identity of Employees in the top-paid
     group, the compensation that is considered, and the identity of the
     5-percent owners, shall be made in accordance with Code Section 414(q) and
     the regulations thereunder.

     HOUR-OF-SERVICE means, for an Employee, each hour for which he is paid, or
     entitled to payment, for performing duties for the Employer.

RESTATEMENT JANUARY 1, 1997            13                      ARTICLE VI(66776)

     Hours-of-Service shall be credited for employment with any other employer
     required to be aggregated with the Employer under Code Sections 414(b),
     (c), (m) or (o) and the regulations thereunder for purposes of eligibility
     and vesting. Hours-of-Service shall also be credited for any individual who
     is considered an employee for purposes of this Plan pursuant to Code
     Section 414(n) or Code Section 414(o) and the regulations thereunder.

     INACTIVE PARTICIPANT means a former Active Participant who has an Account.
     See the INACTIVE PARTICIPANT SECTION of Article II.

     INSURER means Principal Life Insurance Company and any other insurance
     company or companies named by the Trustee or Primary Employer.

     INVESTMENT FUND means the total of Plan assets, excluding the guaranteed
     benefit policy portion of any Annuity Contract. All or a portion of these
     assets may be held under the Trust Agreement.

     The Investment Fund shall be valued at current fair market value as of the
     Valuation Date. The valuation shall take into consideration investment
     earnings credited, expenses charged, payments made, and changes in the
     values of the assets held in the Investment Fund.

     The Investment Fund shall be allocated at all times to Participants, except
     as otherwise expressly provided in the Plan. The Account of a Participant
     shall be credited with its share of the gains and losses of the Investment
     Fund. That part of a Participant's Account invested in a funding
     arrangement which establishes one or more accounts or investment vehicles
     for such Participant thereunder shall be credited with the gain or loss
     from such accounts or investment vehicles. The part of a Participant's
     Account which is invested in other funding arrangements shall be credited
     with a proportionate share of the gain or loss of such investments. The
     share shall be determined by multiplying the gain or loss of the investment
     by the ratio of the part of the Participant's Account invested in such
     funding arrangement to the total of the Investment Fund invested in such
     funding arrangement.

     INVESTMENT MANAGER means any fiduciary (other than a trustee or Named
     Fiduciary)

     (a)  who has the power to manage, acquire, or dispose of any assets of the
          Plan;

     (b)  who (i) is registered as an investment adviser under the Investment
          Advisers Act of 1940; (ii) is not registered as an investment adviser
          under such Act by reason of paragraph (1) of section 203A(a) of such
          Act, is registered as an investment adviser under the laws of the
          state (referred to in such paragraph (1)) in which it maintains its
          principal office and place of business, and, at the time it last filed
          the registration form most recently filed by it with such state in
          order to maintain its registration under the laws of such state, also
          filed a copy of such form with the Secretary of Labor, (iii) is a
          bank, as defined in that Act; or (iv) is an insurance company
          qualified to perform services described in subparagraph (a) above
          under the laws of more than one state; and

     (c)  who has acknowledged in writing being a fiduciary with respect to the
          Plan.

     LEASED EMPLOYEE means any person (other than an employee of the recipient)
     who, pursuant to an agreement between the recipient and any other person
     ("leasing organization"), has performed services

RESTATEMENT JANUARY 1, 1997            14                      ARTICLE VI(66776)

     for the recipient (or for the recipient and related persons determined in
     accordance with Code Section 414(n)(6)) on a substantially full time basis
     for a period of at least one year, and such services are performed under
     primary direction or control by the recipient. Contributions or benefits
     provided by the leasing organization to a Leased Employee, which are
     attributable to service performed for the recipient employer, shall be
     treated as provided by the recipient employer.

     A Leased Employee shall not be considered an employee of the recipient if:

     (a)  such employee is covered by a money purchase pension plan providing
          (i) a nonintegrated employer contribution rate of at least 10 percent
          of compensation, as defined in Code Section 415(c)(3), but including
          amounts contributed pursuant to a salary reduction agreement which are
          excludible from the employee's gross income under Code Sections 125,
          402(e)(3), 402(h)(1)(B), or 403(b), (ii) immediate participation, and
          (iii) full and immediate vesting, and

     (b)  Leased Employees do not constitute more than 20 percent of the
          recipient's nonhighly compensated work force.

     LOAN ADMINISTRATOR means the person(s) or position(s) authorized to
     administer the Participant loan program.

     The Loan Administrator is Human Resources.

     MATCHING CONTRIBUTIONS means contributions made by the Employer to fund
     this Plan which are contingent on a Participant's Elective Deferral
     Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

     MONTHLY DATE means each Yearly Date and the same day of each following
     month during the Plan Year beginning on such Yearly Date.

     NAMED FIDUCIARY means the person or persons who have authority to control
     and manage the operation and administration of the Plan.

     The Named Fiduciary is the Employer.

     NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is not
     a Highly Compensated Employee.

     NONVESTED ACCOUNT means the excess, if any, of a Participant's Account over
     his Vested Account.

     NORMAL FORM means a single life annuity with installment refund.

     OWNER-EMPLOYEE means a Self-employed Individual who, in the case of a sole,
     proprietorship, owns the entire interest in the unincorporated trade or
     business for which this Plan is established. If this Plan is established
     for a partnership, an Owner-employee means a Self-employed Individual who
     owns more than 10 percent of either the capital interest or profits
     interest in such partnership.

RESTATEMENT JANUARY 1, 1997            15                      ARTICLE VI(66776)

     PARENTAL ABSENCE means an Employee's absence from work:

     (a)  by reason of pregnancy of the Employee,

     (b)  by reason of birth of a child of the Employee,

     (c)  by reason of the placement of a child with the Employee in connection
          with adoption of such child by such Employee, or

     (d)  for purposes of caring for such child for a period beginning
          immediately following such birth or placement.

     PARTICIPANT means either an Active Participant or an Inactive Participant.

     PARTICIPANT CONTRIBUTIONS means Voluntary Contributions as set out in
     Article lll.

     PERIOD OF MILITARY DUTY means, for an Employee

     (a)  who served as a member of the armed forces of the United States, and

     (b)  who was reemployed by the Employer at a time when the Employee had a
          right to reemployment in accordance with seniority rights as protected
          under Chapter 43 of Title 38 of the U. S. Code,

     the period of time from the date the Employee was first absent from active
     work for the Employer because of such military duty to the date the
     Employee was reemployed.

     PERIOD OF SERVICE means a period of time beginning on an Employee's
     Employment Commencement Date or Reemployment Commencement Date (whichever
     applies) and ending on his Severance Date.

     PERIOD OF SEVERANCE means a period of time beginning on an Employee's
     Severance Date and ending on the date he again performs an Hour-of-Service.

     A one-year Period of Severance means a Period of Severance of 12
     consecutive months.

     Solely for purposes of determining whether a one-year Period of Severance
     has occurred for eligibility or vesting purposes, the consecutive 12-month
     period beginning on the first anniversary of the first date of a Parental
     Absence shall not be a one-year Period of Severance.

     PLAN means the savings plan of the Employer set forth in this document,
     including any later amendments to it.

     PLAN ADMINISTRATOR means the person or persons who administer the Plan.

     The Plan Administrator is the Employer.

     PLAN FUND means the total of the Investment Fund and the guaranteed benefit
     policy portion of any Annuity Contract. The Investment Fund shall be valued
     as stated in its definition. The guaranteed

RESTATEMENT JANUARY 1, 1997            16                      ARTICLE VI(66776)

     benefit policy portion of any Annuity Contract shall be determined in
     accordance with the terms of the Annuity Contract and, to the extent that
     such Annuity Contract allocates contract values to Participants, allocated
     to Participants in accordance with its terms. The total value of all
     amounts held under the Plan Fund shall equal the value of the aggregate
     Participants' Accounts under the Plan.

     PLAN PARTICIPATION means the period of time during which a Participant has
     been an Active Participant. Plan Participation shall also include plan
     participation in the Agent's Plan.

     PLAN YEAR means a period beginning on a Yearly Date and ending on the day
     before the next Yearly Date.

     PREDECESSOR EMPLOYER means a firm of which the Employer was once a part
     (e.g., due to a spinoff or change of corporate status) or a firm absorbed
     by the Employer because of a merger or acquisition (stock or asset,
     including a division or an operation of such company), as listed in the
     Addendum attached to this Plan.

     PRIMARY EMPLOYER means PRINCIPAL LIFE INSURANCE COMPANY.

     QUALIFIED JOINT AND SURVIVOR ANNUITY means, for a Participant who has a
     spouse, an immediate survivorship life annuity with installment refund,
     where the survivorship percentage is 50% and the Contingent Annuitant is
     the Participant's spouse. A former spouse will be treated as the spouse to
     the extent provided under a qualified domestic relations order as described
     in Code Section 414(p).

     The amount of benefit payable under the Qualified Joint and Survivor
     Annuity shall be the amount of benefit which may be provided by the
     Participant's Vested Account.

     QUALIFIED NONELECTIVE CONTRIBUTIONS means contributions made by the
     Employer to fund this Plan (other than Elective Deferral Contributions)
     which are 100% vested and subject to the distribution restrictions of Code
     Section 401(k) when made. See the EMPLOYER CONTRIBUTIONS SECTION of Article
     III and the WHEN BENEFITS START SECTION of Article V.

     QUALIFIED PRERETIREMENT SURVIVOR ANNUITY means a single life annuity with
     installment refund payable to the surviving spouse of a Participant who
     dies before his Annuity Starting Date. A former spouse will be treated as
     the surviving spouse to the extent provided under a qualified domestic
     relations order as described in Code Section 414(p).

     REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
     Hour-of-Service following a Period of Severance.

     REENTRY DATE means the date a former Active Participant reenters the Plan.
     See the ACTIVE PARTICIPANT SECTION of Article II.

     RETIREMENT DATE means the last day of any month the Participant selects for
     the start of his retirement benefit. This date shall be on or after the
     earlier of (i) the date on which he ceases to be an Employee, or (ii) the
     date he becomes Totally and Permanently Disabled.

     SELF-EMPLOYED INDIVIDUAL means, with respect to any Fiscal Year, an
     individual who has Earned Income for the Fiscal Year (or who would have
     Earned Income but for the fact the trade or business for which this Plan is
     established did not have net profits for such Fiscal Year).

RESTATEMENT JANUARY 1, 1997            17                      ARTICLE VI(66776)

     SEVERANCE DATE means the earlier of:

     (a)  the date on which an Employee quits, retires, dies, or is discharged,
          or

     (b)  the first anniversary of the date an Employee begins a one-year
          absence from service (with or without pay). This absence may be the
          result of any combination of vacation, holiday, sickness, disability,
          leave of absence, personal time off, or layoff.

     Solely to determine whether a one-year Period of Severance has occurred for
     eligibility or vesting purposes for an Employee who is absent from service
     beyond the first anniversary of the first day of a Parental Absence,
     Severance Date is the second anniversary of the first day of the Parental
     Absence. The period between the first and second anniversaries of the first
     day of the Parental Absence is not a Period of Service and is not a Period
     of Severance.

     TOTALLY AND PERMANENTLY DISABLED means that a Participant is disabled, as a
     result of sickness or injury, to the extent that he is prevented from
     engaging in any substantial gainful activity, and is eligible for and
     receives a disability benefit under Title II of the Federal Social Security
     Act.

     TRUST AGREEMENT means an agreement of trust between the Primary Employer
     and Trustee established for the purpose of holding and distributing the
     Trust Fund under the provisions of the Plan. The Trust Agreement may
     provide for the investment of all or any portion of the Trust Fund in the
     Annuity Contract.

     TRUST FUND means the total funds held under the Trust Agreement.

     TRUSTEE means the party or parties named in the Trust Agreement. The term
     Trustee as it is used in this Plan is deemed to include the plural unless
     the context clearly indicates the singular is meant.

     VALUATION DATE means the date on which the value of the assets of the
     Investment Fund is determined. The value of each Account which is
     maintained under this Plan shall be determined on the Valuation Date. In
     each Plan Year, the Valuation Date shall be the last day of the Plan Year.
     At the discretion of the Plan Administrator, Trustee, or Insurer (whichever
     applies), assets of the Investment Fund may be valued more frequently.
     These dates shall also be Valuation Dates.

     VESTED ACCOUNT means the vested part of a Participant's Account. The
     Participant's Vested Account is determined as follows.

     If the Participant's Vesting Percentage is 100%, his Vested Account equals
     his Account.

     If the Participant's Vesting Percentage is less than 100%, his Vested
     Account equals the sum of (a) and (b) below:

     (a)  The part of the Participant's Account that results from Employer
          Contributions made before a prior Forfeiture Date and all other
          Contributions which were 100% vested when made.

     (b)  The balance of the Participant's Account in excess of the amount in
          (a) above multiplied by his Vesting Percentage.

RESTATEMENT JANUARY 1, 1997            18                      ARTICLE VI(66776)

     If the Participant has withdrawn any part of his Account resulting from
     Employer Contributions, other than the vested Employer Contributions
     included in (a) above, the amount determined under this subparagraph (b)
     shall be equal to P(AB + D) - D as defined below:

     P    The Participant's Vesting Percentage.

     AB   The balance of the Participant's Account in excess of the amount in
          (a) above.

     D    The amount of the withdrawal resulting from Employer Contributions,
          other than the vested Employer Contributions included in (a) above.

     The Participant's Vested Account is nonforfeitable.

     VESTING PERCENTAGE means the percentage used to determine the
     nonforfeitable portion of a Participant's Account attributable to Employer
     Contributions which were not 100% vested when made.

     A Participant's Vesting Percentage is shown in the following schedule
     opposite the number of whole years of his Vesting Service.

     For a Participant whose Employment Commencement Date is prior to January 1,
     2000:

                 VESTING SERVICE               VESTING
                  (whole years)               PERCENTAGE

                   Less than 1                    0
                    1 or more                   100

     For a Participant whose Employment Commencement Date is on or after
     January 1, 2000:

                 VESTING SERVICE               VESTING
                  (whole years)               PERCENTAGE

                   Less than 1                    0
                       1                         20
                       2                         40
                       3                         60
                       4                         80
                    5 or more                   100

     The Vesting Percentage for a Participant who is an Employee on or after the
     date he reaches age 65 shall be 100%. The Vesting Percentage for a
     Participant who is an Employee on the date he becomes Totally and
     Permanently Disabled or dies shall be 100%.

RESTATEMENT JANUARY 1, 1997            19                      ARTICLE VI(66776)

     However, Vesting Percentage will be 100% as to the Employees of certain
     Adopting Employers as shown in the schedule below:

        Participants Who are Employees of                 Date 100% Vested
        ---------------------------------                 ----------------

        Philadelphia Group Service Center                  March 12, 1999
        Principal Real Estate Services, LLC               December 31, 1999
                  Lason, Inc.                              March 10, 2000

     If the schedule used to determine a Participant's Vesting Percentage is
     changed, the new schedule shall not apply to a Participant unless he is
     credited with an Hour-of-Service on or after the date of the change and the
     Participant's nonforfeitable percentage on the day before the date of the
     change is not reduced under this Plan. The amendment provisions of the
     AMENDMENTS SECTION of Article X regarding changes in the computation of the
     Vesting Percentage shall apply.

     VESTING SERVICE means an Employee's Period of Service. Vesting Service
     shall be measured from his Employment Commencement Date to his most recent
     Severance Date. Vesting Service shall be reduced by any Period of Severance
     that occurred prior to his most recent Severance Date, unless such Period
     of Severance is included under the service spanning rule below. This period
     of Vesting Service shall be expressed as years and fractional parts of a
     year on the basis that 365 days equal one year.

     However, Vesting Service is modified as follows:

     Service with Predecessor Employer which did not maintain this Plan
     included:

          An Employee's service with a Predecessor Employer which did not
          maintain this Plan shall be included as service with the Employer. An
          Employee's service with such Predecessor Employer shall be counted
          only if service continued with the Employer without interruption. This
          service excludes service performed while a proprietor or partner.

     Period of Military Duty included:

          A Period of Military Duty shall be included as service with the
          Employer to the extent it has not already been credited.

     Period of Severance included (service spanning rule):

          A Period of Severance shall be deemed to be a Period of Service under
          either of the following conditions:

          (a)  the Period of Severance immediately follows a period during which
               an Employee is not absent from work and ends within 12 months; or

          (b)  the Period of Severance immediately follows a period during which
               an Employee is absent from work for any reason other than
               quitting, being discharged, or retiring (such as a leave of
               absence or layoff) and ends within 12 months of the date he was
               first absent.

RESTATEMENT JANUARY 1, 1997            20                      ARTICLE VI(66776)

     Controlled Group service included:

          An Employee's service with a member firm of a Controlled Group while
          both that firm and the Employer were members of the Controlled Group
          shall be included as service with the Employer.

     VOLUNTARY CONTRIBUTIONS means contributions by a Participant that are not
     required as a condition of employment, of participation, or for obtaining
     additional benefits from the Employer Contributions. See the VOLUNTARY
     CONTRIBUTIONS BY PARTICIPANTS SECTION of Article lll.

     YEARLY DATE means January 1, 1985, and the same day of each following year.

     YEARS OF SERVICE means an Employee's Vesting Service disregarding any
     modifications which exclude service.

RESTATEMENT JANUARY 1, 1997            21                      ARTICLE VI(66776)

                                   ARTICLE II

                                  PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

     (a)  An Employee shall first become an Active Participant (begin active
          participation in the Plan) on the earliest first day of the pay period
          (as established by the Employer) on which he is an Eligible Employee
          and has met the eligibility requirement set forth below. This date is
          his Entry Date.

          (1) He is age 21 or older.

          Each Employee who was an Active Participant under the Plan on December
          31, 1996, shall continue to be an Active Participant if he is still an
          Eligible Employee on January 1,1997, and his Entry Date shall not
          change.

          If a person has been an Eligible Employee who has met all of the
          eligibility requirements above, but is not an Eligible Employee on the
          date which would have been his Entry Date, he shall become an Active
          Participant on the date he again becomes an Eligible Employee. This
          date is his Entry Date.

          In the event an Employee who is not an Eligible Employee becomes an
          Eligible Employee, such Eligible Employee shall become an Active
          Participant immediately if such Eligible Employee has satisfied the
          eligibility requirements above and would have otherwise previously
          become an Active Participant had he met the definition of Eligible
          Employee. This date is his Entry Date.

     (b)  An Inactive Participant shall again become an Active Participant
          (resume active participation in the Plan) on the date he again
          performs an Hour-of-Service as an Eligible Employee. This date is his
          Reentry Date.

          Upon again becoming an Active Participant, he shall cease to be an
          Inactive Participant.

     (c)  A former Participant shall again become an Active Participant (resume
          active participation in the Plan) on the date he again performs an
          Hour-of-Service as an Eligible Employee. This date is his Reentry
          Date.

     There shall be no duplication of benefits for a Participant under this Plan
because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

     An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

     (a)  the date the Participant ceases to be an Eligible Employee;

     (b)  the effective date of complete termination of the Plan under Article
          VIII; or

RESTATEMENT JANUARY 1, 1997            22                      ARTICLE VI(66776)

     (c)  his Severance Date.
     An Employee or former Employee who was an Inactive Participant under the
Plan on December 31, 1996, shall continue to be an Inactive Participant on
January 1, 1997. Eligibility for any benefits payable to the Participant or on
his behalf and the amount of the benefits shall be determined according to the
provisions of the prior document, unless otherwise stated in this document.

SECTION 2.03--CESSATION OF PARTICIPATION.

     A Participant shall cease to be a Participant on the date he is no longer
an Employee and his Account is zero.

SECTION 2.04--ADOPTING EMPLOYERS - SINGLE PLAN.

     Each of the Controlled Group members listed below is an Adopting Employer.
Each Adopting Employer listed below participates with the Employer in this Plan.
An Adopting Employer's agreement to participate in this Plan shall be in
writing.

     The Employer has the right to amend the Plan. An Adopting Employer does not
have the right to amend the Plan.

     If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its Employees who have met the requirements in the ACTIVE PARTICIPANT SECTION
of Article II as of that date. Service with and Compensation from an Adopting
Employer shall be included as service with and Compensation from the Employer.
Transfer of employment, without interruption, between an Adopting Employer and
another Adopting Employer or the Employer shall not be considered an
interruption of service. The Employer's Fiscal Year defined in the DEFINITIONS
SECTION of Article I shall be the Fiscal Year used in interpreting this Plan for
Adopting Employers.

     Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer. Forfeitures arising from those Contributions
shall be used for the benefit of all Participants.

     An employer shall not be an Adopting Employer if it ceases to be a
Controlled Group member. Such an employer may continue a retirement plan for its
Employees in the form of a separate document. This Plan shall be amended to
delete a former Adopting Employer from the list below.

     If (i) an employer ceases to be an Adopting Employer or the Plan is amended
to delete an Adopting Employer and (ii) the Adopting Employer does not continue
a retirement plan for the benefit of its Employees, partial termination may
result and the provisions of Article VIII shall apply.

                               ADOPTING EMPLOYERS

NAME                                     FISCAL YEAR END      DATE OF ADOPTION

Principal International, Inc.            December 31          May 25, 1990

Principal Commercial Acceptance, LLC     December 31          July 31, 1992
(before December 1, 1998, Principal

RESTATEMENT JANUARY 1, 1997            23                      ARTICLE VI(66776)

Commercial Advisors, Inc.)

Principal Residential Mortgage, Inc.       December 31  January 1, 1994
Trustar Retirement Services, Inc.          December 31  January 1, 1995, as to
(before January 1, 1999, Delaware Charter               Delaware Charter
Guarantee & Trust Company, and Trust                    Guarantee & Trust
Consultants, Inc.)                                      Company
                                                        (May 2, 1997, as to
                                                        Trust Consultants, Inc.)

  Admar Corporation                        December 31  January 1, 1997

RESTATEMENT JANUARY 1, 1997            24                      ARTICLE VI(66776)

                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

     Employer Contributions shall be made without regard to current or
accumulated net income, earnings or profits of the Employer. Notwithstanding the
foregoing, the Plan shall continue to be designed to qualify as a profit sharing
plan for purposes of Code Sections 401(a), 402, 412, and 417. Such Contributions
shall be equal to the Employer Contributions as described below:

     (a)  The amount of each Elective Deferral Contribution for a Participant
          shall be equal to a portion of Compensation as specified in the
          elective deferral agreement. An Employee who is eligible to
          participate in the Plan may file an elective deferral agreement with
          the Employer. The Participant shall modify or terminate the elective
          deferral agreement by filing a new elective deferral agreement. The
          elective deferral agreement may not be made retroactively and shall
          remain in effect until modified or terminated.

          The elective deferral agreement to start or modify Elective Deferral
          Contributions shall be effective on the first day of the following pay
          period (as established by the Employer) in which the Participant's
          Entry Date (Reentry Date, if applicable) or any such following first
          day of the pay period occurs. The elective deferral agreement must be
          entered into on or before the date it is effective.

          The elective deferral agreement to stop Elective Deferral
          Contributions may be entered into on any date. Such elective deferral
          agreement shall be effective on the first day of the pay period
          following the pay period in which the elective deferral agreement is
          entered into.

          The Plan provides for an automatic election to have Elective Deferral
          Contributions made. The automatic Elective Deferral Contribution shall
          be 6% of Compensation. The Participant may affirmatively elect a
          different percentage or elect not to make Elective Deferral
          Contributions. If the Participant elects a different percentage, such
          percentage must comply with any limitations otherwise provided in the
          Plan.

          Elective Deferral Contributions are fully (100%) vested and
          nonforfeitable.

     (b)  The Employer shall make Matching Contributions in an amount equal to
          50% of Elective Deferral Contributions. Elective Deferral
          Contributions which are over 6% of Compensation won't be matched.

          Matching Contributions are calculated based on Elective Deferral
          Contributions and Compensation for the pay period (as established by
          the Employer). Matching Contributions are made for all persons who
          were Active Participants at any time during that pay period (as
          established by the Employer).

          Matching Contributions are subject to the Vesting Percentage.

RESTATEMENT JANUARY 1, 1997            25                      ARTICLE VI(66776)

     (c)  Qualified Nonelective Contributions may be made for each Plan Year in
          an amount determined by the Employer to be used to reduce Excess
          Aggregate Contributions and Excess Contributions, as defined in the
          EXCESS AMOUNTS SECTION of this article.

          Qualified Nonelective Contributions are 100% vested and subject to the
          distribution restrictions of Code Section 401(k) when made.

     No Participant shall be permitted to have Elective Deferral Contributions,
as defined in the EXCESS AMOUNTS SECTION of this article, made under this Plan,
or any other qualified plan maintained by the Employer, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

     An elective deferral agreement (or change thereto) must be made in such
manner and in accordance with such rules as the Employer may prescribe
(including by means of voice response or other electronic system under
circumstances the Employer permits) and may not be made retroactively.

     Employer Contributions are allocated according to the provisions of the
ALLOCATION SECTION of this article.

     A portion of the Plan assets resulting from Employer Contributions (but not
more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VIII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

     An Active Participant who is a Nonhighly Compensated Employee may make
Voluntary Contributions in accordance with nondiscriminatory procedures set up
by the Plan Administrator.

     Voluntary Contributions include those voluntary contributions transferred
to this Plan from The Principal Pension Plan on November 8, 1993.

     A Participant's participation in the Plan is not affected by stopping or
changing Voluntary Contributions. An Active Participant's request to start,
change or stop his Voluntary Contributions must be made in a manner and in
accordance with such rules as the Employer may prescribe (including by means of
voice response or other electronic system under circumstances the Employer
permits).

          Voluntary Contributions shall be credited to the Participant's Account
     when made.

     The part of the Participant's Account resulting from Voluntary
Contributions is fully (100%) vested and nonforfeitable at all times.

RESTATEMENT JANUARY 1, 1997            26                      ARTICLE VI(66776)

SECTION 3.01 B--ROLLOVER CONTRIBUTIONS.

     A Rollover Contribution may be made by an Eligible Employee or an Inactive
Participant, if the following conditions are met:

     (a)  The Contribution is of amounts distributed from a plan that satisfies
          the requirements of Code Section 401(a) or from a "conduit" individual
          retirement account described in Code Section 408(d)(3)(A). In the case
          of an Inactive Participant, the Contribution must be of an amount
          distributed from another plan of the Employer, or a plan of a
          Controlled Group member, that satisfies the requirements of Code
          Section 401(a).

     (b)  The Contribution is of amounts that the Code permits to be transferred
          to a plan that meets the requirements of Code Section 401(a).

     (c)  The Contribution is made in the form of a direct rollover under Code
          Section 401(a)(31) or is a rollover made under 402(c) or 408(d)(3)(A)
          within 60 days after the Eligible Employee or Inactive Participant
          receives the distribution.

     (d)  The Eligible Employee or Inactive Participant furnishes evidence
          satisfactory to the Plan Administrator that the proposed rollover
          meets conditions (a), (b), and (c) above.

     A Rollover Contribution shall be allowed in cash only and must be made
according to procedures set up by the Plan Administrator.

     If the Eligible Employee is not an Active Participant when the Rollover
Contribution is made, he shall be deemed to be an Active Participant only for
the purpose of investment and distribution of the Rollover Contribution.
Employer Contributions shall not be made for or allocated to the Eligible
Employee and he may not make Participant Contributions until the time he meets
all of the requirements to become an Active Participant.

     Rollover Contributions made by an Eligible Employee or an Inactive
Participant shall be credited to his Account. The part of the Participant's
Account resulting from Rollover Contributions is fully (100%) vested and
nonforfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participant's gross income for
Federal income tax purposes.

SECTION 3.02--FORFEITURES.

     The Nonvested Account of a Participant shall be forfeited as of the earlier
of the following:

     (a)  the date the Participant dies (if prior to such date he had ceased to
          be an Employee), or

     (b)  the Participant's Forfeiture Date.

All or a portion of a Participant's Nonvested Account shall be forfeited before
such earlier date if, after he ceases to be an Employee, he receives, or is
deemed to receive, a distribution of his entire Vested Account or a distribution
of his Vested Account derived from Employer Contributions which were not 100%
vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the VESTED
BENEFITS SECTION of

RESTATEMENT JANUARY 1, 1997            27                      ARTICLE VI(66776)

Article V, or the SMALL AMOUNTS SECTION of Article X. The forfeiture shall occur
as of the date the Participant receives, or is deemed to receive, the
distribution. If a Participant receives, or is deemed to receive, his entire
Vested Account, his entire Nonvested Account shall be forfeited. If a
Participant receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account from such Contributions, the amount to be forfeited shall be
determined by multiplying his Nonvested Account from such Contributions by a
fraction. The numerator of the fraction is the amount of the distribution
derived from Employer Contributions which were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such
Contributions on the date of distribution.

     A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of
this article.

     Forfeitures shall be determined at least once during each Plan Year.
Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions which relate to excess amounts as provided in the EXCESS
AMOUNTS SECTION of this article, which have not been used to pay administrative
expenses, shall be applied to reduce the earliest Employer Contributions made
after the Forfeitures are determined. Any other Forfeitures which have not been
used to pay administrative expenses shall be applied to reduce the earliest
Employer Contributions made after the Forfeitures are determined. Upon their
application to reduce Employer Contributions, Forfeitures shall be deemed to be
Employer Contributions.

     If a Participant again becomes an Eligible Employee after receiving a
distribution which caused all or a portion of his Vested Account to be
forfeited, he shall have the right to repay to the Plan the entire amount of the
distribution he received (excluding any amount of such distribution resulting
from Contributions which were 100% vested when made). The repayment must be made
in a single sum (repayment in installments is not permitted) before the earlier
of the date five years after the date he again becomes an Eligible Employee or
the end of the first period of five consecutive one-year Periods of Severance
which begin after the date of the distribution.

     If the Participant makes the repayment above, the Plan Administrator shall
restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Participant was deemed to have
received a distribution, or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour-of-Service as an
Eligible Employee within the repayment period, the Plan Administrator shall
restore the Participant's Account as if he had made a required repayment on the
date he performed such Hour-of-Service. Restoration of the Participant's Account
shall include restoration of all Code Section 411(d)(6) protected benefits with
respect to that restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (II) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.

     The Plan Administrator shall restore the Participant's Account by the close
of the Plan Year following the Plan Year in which repayment is made. Permissible
sources for the restoration of the Participant's Account are Forfeitures or
special Employer Contributions. Such special Employer Contributions shall be
made without regard to profits. The repaid and restored amounts are not included
in the Participant's Annual Additions, as defined in the CONTRIBUTION LIMITATION
SECTION of this article.

RESTATEMENT JANUARY 1, 1997            28                      ARTICLE VI(66776)

SECTION 3.03--ALLOCATION.

     A person meets the allocation requirements of this section if he was an
Active Participant at any time during the Plan Year.

     Elective Deferral Contributions shall be allocated to Participants for whom
such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this
article. Such Contributions shall be allocated when made and credited to the
Participant's Account.

     Matching Contributions shall be allocated to the persons for whom such
Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Such Contributions shall be allocated when made and credited to the person's
Account.

     The discretionary Qualified Nonelective Contributions to be used to reduce
excess amounts, as described in the EMPLOYER CONTRIBUTIONS SECTION of this
article, shall be allocated as of the last day of the Plan Year only to
Nonhighly Compensated Employees who meet the allocation requirements of this
section. Such Contributions shall be allocated first to the eligible person with
the lowest Annual Compensation for the Plan Year, then to the eligible person
with the next lowest Annual Compensation, and so forth, in each case subject to
the applicable limits of the CONTRIBUTION LIMITATION SECTION of this article.
This amount shall be credited to the person's Account.

SECTION 3.04--CONTRIBUTION LIMITATION.

     (a)  Definitions. For the purpose of determining the contribution
          limitation set forth in this section, the following terms are defined.

          ANNUAL ADDITIONS means the sum of the following amounts credited to a
          Participant's account for the Limitation Year:

          (1)  employer contributions;

          (2)  employee contributions; and

          (3)  forfeitures.

          Annual Additions to a defined contribution plan shall also include the
          following:

          (4)  amounts allocated, after March 31, 1984, to an individual medical
               account, as defined in Code Section 415(l)(2), which are part of
               a pension or annuity plan maintained by the Employer,

          (5)  amounts derived from contributions paid or accrued after December
               31, 1985, in taxable years ending after such date, which are
               attributable to post-retirement medical benefits, allocated to
               the separate account of a key employee, as defined in Code
               Section 419A(d)(3), under a welfare benefit fund, as defined in
               Code Section 419(e), maintained by the Employer; and

          (6)  allocations under a simplified employee pension.

RESTATEMENT JANUARY 1, 1997            29                      ARTICLE VI(66776)

          For this purpose, any Excess Amount applied under (e) below in the
          Limitation Year to reduce Employer Contributions shall be considered
          Annual Additions for such Limitation Year.

          COMPENSATION means wages within the meaning of Code Section 3401 (a)
          and all other payments of compensation to an Employee by the Employer
          (in the course of the Employer's trade or business) for which the
          Employer is required to furnish the Employee a written statement under
          Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be
          determined without regard to any rules under Code Section 3401(a) that
          limit the remuneration included in wages based on the nature or
          location of the employment or the services performed (such as the
          exception for agricultural labor in Code Section 3401(a)(2)). The
          amount reported in the "Wages, Tips and Other Compensation" box on
          Form W-2 satisfies this definition.

          For any Self-employed Individual, Compensation shall mean Earned
          Income.

          For purposes of applying the limitations of this section, Compensation
          for a Limitation Year is the Compensation actually paid or made
          available in gross income during such Limitation Year.

          For Limitation Years beginning after December 31, 1997, for purposes
          of applying the limitations of this section, Compensation paid or made
          available during such Limitation Year shall include any elective
          deferral (as defined in Code Section 402(g)(3)), and any amount which
          is contributed or deferred by the Employer at the election of the
          Employee and which is not includible in the gross income of the
          Employee by reason of Code Section 125 or 457.

          DEFINED BENEFIT PLAN FRACTION means a fraction, the numerator of which
          is the sum of the Participant's Projected Annual Benefits under all
          the defined benefit plans (whether or not terminated) maintained by
          the Employer, and the denominator of which is the lesser of 125
          percent of the dollar limitation determined for the Limitation Year
          under Code Sections 415(b) and (d) or 140 percent of the Highest
          Average Compensation, including any adjustments under Code Section
          415(b).

          Notwithstanding the above, if the Participant was a participant as of
          the first day of the first Limitation Year beginning after December
          31, 1986, in one or more defined benefit plans maintained by the
          Employer which were in existence on May 6, 1986, the denominator of
          this fraction will not be less than 125 percent of the sum of the
          annual benefits under such plans which the Participant had accrued as
          of the close of the last Limitation Year beginning before January 1,
          1987, disregarding any changes in the terms and conditions of the plan
          after May 5, 1986. The preceding sentence applies only if the defined
          benefit plans individually and in the aggregate satisfied the
          requirements of Code Section 415 for all Limitation Years beginning
          before January 1, 1987.

          DEFINED CONTRIBUTION DOLLAR LIMITATION means $30,000, as adjusted
          under Code Section 415(d).

          DEFINED CONTRIBUTION PLAN FRACTION means a fraction, the numerator of
          which is the sum of the Annual Additions to the Participant's account
          under all the defined contribution plans (whether or not terminated)
          maintained by the Employer for the current and all prior Limitation
          Years (including the Annual Additions attributable to the
          Participant's nondeductible employee contributions to all defined
          benefit plans, whether or not terminated, maintained by the Employer,
          and the Annual Additions attributable to all welfare benefit funds,
          individual medical accounts, and simplified

RESTATEMENT JANUARY 1, 1997            30                      ARTICLE VI(66776)

          employee pensions, maintained by the Employer), and the denominator of
          which is the sum of the maximum aggregated amounts for the current and
          all prior Limitation Years of service with the Employer (regardless of
          whether a defined contribution plan was maintained by the Employer).
          The maximum aggregate amount in any Limitation Year is the lesser of
          (i) 125 percent of the dollar limitation determined under Code
          Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A) or
          (ii) 35 percent of the Participant's Compensation for such year.

          If the Employee was a participant as of the end of the first day of
          the first Limitation Year beginning after December 31, 1986, in one or
          more defined contribution plans maintained by the Employer which were
          in existence on May 6, 1986, the numerator of this fraction will be
          adjusted if the sum of this fraction and the Defined Benefit Fraction
          would otherwise exceed 1.0 under the terms of this Plan. Under the
          adjustment, an amount equal to the product of (i) the excess of the
          sum of the fractions over 1.0 times (ii) the denominator of this
          fraction, will be permanently subtracted from the numerator of this
          fraction. The adjustment is calculated using the fractions as they
          would be computed as of the end of the last Limitation Year beginning
          before January 1, 1987, and disregarding any changes in the terms and
          conditions of the plan made after May 5, 1986, but using the Code
          Section 415 limitation applicable to the first Limitation Year
          beginning on or after January 1, 1987.

          The Annual Addition for any Limitation Year beginning before January
          1, 1987, shall not be recomputed to treat all employee contributions
          as Annual Additions.

          EMPLOYER means the employer that adopts this Plan, and all members of
          a controlled group of corporations (as defined in Code Section 414(b)
          as modified by Code Section 415(h)), all commonly controlled trades or
          businesses (as defined in Code Section 415(c) as modified by Code
          Section 415(h)) or affiliated service groups (as defined in Code
          Section 414(m)) of which the adopting employer is a part, and any
          other entity required to be aggregated with the employer pursuant to
          regulations under Code Section 414(o).

          EXCESS AMOUNT means the excess of the Participant's Annual Additions
          for the Limitation Year over the Maximum Permissible Amount.

          HIGHEST AVERAGE COMPENSATION means the average Compensation for the
          three consecutive Years of Service (see the DEFINITIONS SECTION of
          Article I) with the Employer that produces the highest average.

          LIMITATION YEAR means the consecutive 12-month period ending on the
          last day of each Plan Year, including corresponding consecutive
          12-month periods before January 1, 1985. If the Limitation Year is
          other than the calendar year, execution of this Plan (or any amendment
          to this Plan changing the Limitation Year) constitutes the Employer's
          adoption of a written resolution electing the Limitation Year. If the
          Limitation Year is amended to a different consecutive 12-month period,
          the now Limitation Year must begin on a date within the Limitation
          Year in which the amendment is made.

          MAXIMUM PERMISSIBLE AMOUNT means the maximum Annual Addition that may
          be contributed or allocated to a Participant's Account under the Plan
          for any Limitation Year. This amount shall not exceed the lesser of:

RESTATEMENT JANUARY 1, 1997            31                      ARTICLE VI(66776)

          (1)  The Defined Contribution Dollar Limitation, or

          (2)  25 percent of the Participant's Compensation for the Limitation
               Year.

          The compensation limitation referred to in (2) shall not apply to any
          contribution for medical benefits (within the meaning of Code Section
          401 (h) or 419A(f)(2)) which is otherwise treated as an Annual
          Addition under Code Section 415(l)(1) or 419A(d)(2).

          If a short Limitation Year is created because of an amendment changing
          the Limitation Year to a different consecutive 12-month period, the
          Maximum Permissible Amount will not exceed the Defined Contribution
          Dollar Limitation multiplied by the following fraction:

          Number of months in the short Limitation Year 12

          PROJECTED ANNUAL BENEFIT means the annual retirement benefit (adjusted
          to an actuarially equivalent Straight Life Annuity if such benefit is
          expressed in a form other than a Straight Life Annuity or Qualified
          Joint and Survivor Annuity) to which the Participant would be entitled
          under the terms of the plan assuming:

          (1)  the Participant will continue employment until normal retirement
               age under the plan (or current age, if later), and

          (2)  the Participant's Compensation for the current Limitation Year
               and all other relevant factors used to determine benefits under
               the Plan will remain constant for all future Limitation Years.

          STRAIGHT LIFE ANNUITY means an annuity payable in equal installments
          for the life of the participant that terminates upon the participant's
          death.

     (b)  If the Participant does not participate in, and has never participated
          in, another qualified plan maintained by the Employer or a welfare
          benefit fund, as defined in Code Section 419(e), maintained by the
          Employer, or an individual medical account, as defined in Code Section
          415(l)(2), maintained by the Employer, or a simplified employee
          pension, as defined in Code Section 408(k), maintained by the
          Employer, which provides an Annual Addition, the amount of Annual
          Additions which may be credited to the Participant's Account for any
          Limitation Year shall not exceed the lesser of the Maximum Permissible
          Amount or any other limitation contained in this Plan. If the Employer
          Contribution that would otherwise be contributed or allocated to the
          Participant's Account would cause the Annual Additions for the
          Limitation Year to exceed the Maximum Permissible Amount, the amount
          contributed or allocated shall be reduced so that the Annual Additions
          for the Limitation Year will equal the Maximum Permissible Amount.

     (c)  Prior to determining the Participant's actual Compensation for the
          Limitation Year, the Employer may determine the Maximum Permissible
          Amount for a Participant on the basis of a reasonable estimation of
          the Participant's Compensation for the Limitation Year, uniformly
          determined for all Participants similarly situated.

RESTATEMENT JANUARY 1, 1997            32                      ARTICLE VI(66776)

     (d)  As soon as is administratively feasible after the end of the
          Limitation Year, the Maximum Permissible Amount for the Limitation
          Year will be determined on the basis of the Participant's actual
          Compensation for the Limitation Year.

     (e)  If a reasonable error in estimating a Participant's Compensation for
          the Limitation Year, a reasonable error in determining the amount of
          elective deferrals (within the meaning of Code Section 402(g)(3)) that
          may be made with respect to any individual under the limits of Code
          Section 415, or under other facts and circumstances allowed by the
          Internal Revenue Service, there is an Excess Amount, the excess will
          be disposed of as follows:

          (1)  Any nondeductible Voluntary Contributions (plus attributable
               earnings), to the extent they would reduce the Excess Amount,
               will be returned (distributed, in the case of earnings) to the
               Participant.

          (2)  If after the application of (1) above an Excess Amount still
               exists, any Elective Deferral Contributions that are not the
               basis for Matching Contributions (plus attributable earnings), to
               the extent they would reduce the Excess Amount, will be
               distributed to the Participant.

          (3)  If after the application of (2) above an Excess Amount still
               exists, any Elective Deferral Contributions that are the basis
               for Matching Contributions (plus attributable earnings), to the
               extent they would reduce the Excess Amount, will be distributed
               to the Participant. Concurrently with the distribution of such
               Elective Deferral Contributions, any Matching Contributions which
               relate to any Elective Deferral Contributions distributed in the
               preceding sentence, to the extent such application would reduce
               the Excess Amount, will be applied as provided in (4) or (5)
               below:

          (4)  If after the application of (3) above an Excess Amount still
               exists, and the Participant is covered by the Plan at the end of
               the Limitation Year, the Excess Amount in the Participant's
               Account will be used to reduce Employer Contributions for such
               Participant in the next Limitation Year, and each succeeding
               Limitation Year if necessary.

          (5)  If after the application of (3) above an Excess Amount still
               exists, and the Participant is not covered by the Plan at the end
               of the Limitation Year, the Excess Amount will be held
               unallocated in a suspense account. The suspense account will be
               applied to reduce future Employer Contributions for all remaining
               Participants in the next Limitation Year, and each succeeding
               Limitation Year if necessary.

          (6)  If a suspense account is in existence at any time during a
               Limitation Year pursuant to this (e), it will participate in the
               allocation of investment gains or losses. If a suspense account
               is in existence at any time during a particular Limitation Year,
               all amounts in the suspense account must be allocated and
               reallocated to Participant's Accounts before any Employer
               Contributions or any Participant Contributions may be made to the
               Plan for that Limitation Year. Excess Amounts held in a suspense
               account may not be distributed to Participants or former
               Participants.

     (f)  This (f) applies if, in addition to this Plan, the Participant is
          covered under another qualified defined contribution plan maintained
          by the Employer, a welfare benefit fund maintained by the

RESTATEMENT JANUARY 1, 1997            33                      ARTICLE VI(66776)

          Employer, an individual medical account maintained by the Employer, or
          a simplified employee pension maintained by the Employer which
          provides an Annual Addition during any Limitation Year. The aggregate
          Annual Additions under all such plans and funds for the Limitation
          Year will not exceed the Maximum Permissible Amount. Any reduction
          necessary shall be made first to the profit sharing plans, then to all
          other such plans and funds, if necessary, by reducing first those that
          were most recently allocated. Welfare benefit funds and individual
          medical accounts shall be deemed to be allocated first. However,
          Elective Deferral Contributions shall be the last contributions
          reduced before the welfare benefit fund or individual medical account
          is reduced.

     (g)  If the Employer maintains, or at any time maintained, a qualified
          defined benefit plan covering any Participant in this Plan, the sum of
          the Participant's Defined Benefit Plan Fraction and Defined
          Contribution Plan Fraction will not exceed 1.0 in any Limitation Year.
          Annual Additions to the defined contribution plan(s) shall be limited
          to the extent needed to reduce the sum to 1.0 in the same manner in
          which the Annual Additions are limited to meet the Maximum Permissible
          Amount. This subparagraph shall cease to apply effective as of the
          first Limitation Year beginning on or after January 1, 2000.

SECTION 3.05--EXCESS AMOUNTS.

     (a)  Definitions. For the purposes of this section, the following terms are
          defined:

          ACP means the average (expressed as a percentage) of the Contribution
          Percentages of the Eligible Participants in a group.

          ADP means the average (expressed as a percentage) of the Deferral
          Percentages of the Eligible Participants in a group.

          AGGREGATE LIMIT means the greater of:

          (1)  The sum of:

               (i)  125 percent of the greater of the ADP of the Nonhighly
                    Compensated Employees for the prior Plan Year or the ACP of
                    the Nonhighly Compensated Employees under the plan subject
                    to Code Section 401 (m) for the Plan Year beginning with or
                    within the prior Plan Year of the cash or deferred
                    arrangement, and

               (II) the lesser of 200 percent or 2 percent plus the lesser of
                    such ADP or ACP.

          (2)  The sum of:

               (i)  125 percent of the lesser of the ADP of the Nonhighly
                    Compensated Employees for the prior Plan Year or the ACP of
                    the Nonhighly Compensated Employees under the plan subject
                    to Code Section 401 (m) for the Plan Year beginning with or
                    within the prior Plan Year of the cash or deferred
                    arrangement, and

               (ii) the lesser of 200 percent or 2 percent plus the greater of
                    such ADP or ACP.

RESTATEMENT JANUARY 1, 1997            34                      ARTICLE VI(66776)

          If the Employer has elected to use the current testing method, then,
          in calculating the Aggregate Limit for a particular Plan Year, the
          Nonhighly Compensated Employees' ADP and ACP for that Plan Year,
          instead of the prior Plan Year, is used.

          CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage) of
          the Eligible Participant's Contribution Percentage Amounts to the
          Eligible Participant's Compensation for the Plan Year (whether or not
          the Eligible Participant was an Eligible Participant for the entire
          Plan Year). In modification of the foregoing, Compensation shall be
          limited to the Compensation received while an Eligible Participant.
          For an Eligible Participant for whom such Contribution Percentage
          Amounts for the Plan Year are zero, the percentage is zero.

          CONTRIBUTION PERCENTAGE AMOUNTS means the sum of the Participant
          Contributions and Matching Contributions (that are not Qualified
          Matching Contributions taken into account for purposes of the ADP
          Test) made under the Plan on behalf of the Eligible Participant for
          the Plan Year. Such Contribution Percentage Amounts shall not include
          Matching Contributions that are forfeited either to correct Excess
          Aggregate Contributions or because the Contributions to which they
          relate are Excess Elective Deferrals, Excess Contributions, or Excess
          Aggregate Contributions. Under such rules as the Secretary of the
          Treasury shall prescribe, in determining the Contribution Percentage
          the Employer may elect to include Qualified Nonelective Contributions
          under this Plan which were not used in computing the Deferral
          Percentage. The Employer may also elect to use Elective Deferral
          Contributions in computing the Contribution Percentage so long as the
          ADP Test is met before the Elective Deferral Contributions are used in
          the ACP Test and continues to be met following the exclusion of those
          Elective Deferral Contributions that are used to meet the ACP Test.

          DEFERRAL PERCENTAGE means the ratio (expressed as a percentage) of
          Elective Deferral Contributions under this Plan on behalf of the
          Eligible Participant for the Plan Year to the Eligible Participant's
          Compensation for the Plan Year (whether or not the Eligible
          Participant was an Eligible Participant for the entire Plan Year). In
          modification of the foregoing, Compensation shall be limited to the
          Compensation received while an Eligible Participant. The Elective
          Deferral Contributions used to determine the Deferral Percentage shall
          include Excess Elective Deferrals (other than Excess Elective
          Deferrals of Nonhighly Compensated Employees that arise solely from
          Elective Deferral Contributions made under this Plan or any other
          plans of the Employer or a Controlled Group member), but shall exclude
          Elective Deferral Contributions that are used in computing the
          Contribution Percentage (provided the ADP Test is satisfied both with
          and without exclusion of these Elective Deferral Contributions). Under
          such rules as the Secretary of the Treasury shall prescribe, the
          Employer may elect to include Qualified Nonelective Contributions and
          Qualified Matching Contributions under this Plan in computing the
          Deferral Percentage. For an Eligible Participant for whom such
          contributions on his behalf for the Plan Year are zero, the percentage
          is zero.

          ELECTIVE DEFERRAL CONTRIBUTIONS means any employer contributions made
          to a plan at the election of a participant, in lieu of cash
          compensation, and shall include contributions made pursuant to a
          salary reduction agreement or other deferral mechanism. With respect
          to any taxable year, a participant's Elective Deferral Contributions
          are the sum of all employer contributions made on behalf of such
          participant pursuant to an election to defer under any qualified cash
          or deferred arrangement described in Code Section 401(k), any salary
          reduction simplified employee pension plan described in Code Section
          408(k)(6), any SIMPLE IRA plan described in Code

RESTATEMENT JANUARY 1, 1997            35                      ARTICLE VI(66776)

          Section 408(p), any eligible deferred compensation plan under Code
          Section 457, any plan described under Code Section 501(c)(18), and any
          employer contributions made on behalf of a participant for the
          purchase of an annuity contract under Code Section 403(b) pursuant to
          a salary reduction agreement. Elective Deferral Contributions shall
          not include any deferrals properly distributed as excess annual
          additions.

          ELIGIBLE PARTICIPANT means, for purposes of determining the Deferral
          Percentage, any Employee who is otherwise entitled to make Elective
          Deferral Contributions under the terms of the Plan for the Plan Year.
          Eligible Participant means, for purposes of determining the
          Contribution Percentage, any Employee who is eligible (i) to make a
          Participant Contribution or an Elective Deferral Contribution (if the
          Employer takes such contributions into account in the calculation of
          the Contribution Percentage), or (ii) to receive a Matching
          Contribution (including forfeitures) or a Qualified Matching
          Contribution. If a Participant Contribution is required as a condition
          of participation in the Plan, any Employee who would be a Participant
          in the Plan if such Employee made such a contribution shall be treated
          as an Eligible Participant on behalf of whom no Participant
          Contributions are made.

          EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan Year,
          the excess of:

          (1)  The aggregate Contribution Percentage Amounts taken into account
               in computing the numerator of the Contribution Percentage
               actually made on behalf of Highly Compensated Employees for such
               Plan Year, over

          (2)  The maximum Contribution Percentage Amounts permitted by the ACP
               Test (determined by hypothetically reducing contributions made on
               behalf of Highly Compensated Employees in order of their
               Contribution Percentages beginning with the highest of such
               percentages).

          Such determination shall be made after first determining Excess
          Elective Deferrals and then determining Excess Contributions.

          EXCESS CONTRIBUTIONS means, with respect to any Plan Year, the excess
          of:

          (1)  The aggregate amount of employer contributions actually taken
               into account in computing the Deferral Percentage of Highly
               Compensated Employees for such Plan Year, over
          (2)  The maximum amount of such contributions permitted by the ADP
               Test (determined by hypothetically reducing contributions made on
               behalf of Highly Compensated Employees in the order of the
               Deferral Percentages, beginning with the highest of such
               percentages).

          Such determination shall be made after first determining Excess
          Elective Deferrals.

          EXCESS ELECTIVE DEFERRALS means those Elective Deferral Contributions
          that are includible in a Participant's gross income under Code Section
          402(g) to the extent such Participant's Elective Deferral
          Contributions for a taxable year exceed the dollar limitation under
          such Code section. Excess Elective Deferrals shall be treated as
          Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of
          this article, under the Plan, unless such amounts are distributed no
          later than the first April 15 following the close of the Participant's
          taxable year.

RESTATEMENT JANUARY 1, 1997            36                      ARTICLE VI(66776)

          MATCHING CONTRIBUTIONS means employer contributions made to this or
          any other defined contribution plan, or to a contract described in
          Code Section 403(b), on behalf of a participant on account of a
          Participant Contribution made by such participant, or on account of a
          participant's Elective Deferral Contributions, under a plan maintained
          by the Employer or a Controlled Group member.

          PARTICIPANT CONTRIBUTIONS means contributions made to the plan by or
          on behalf of a participant that are included in the participant's
          gross income in the year in which made and that are maintained under a
          separate account to which the earnings and losses are allocated.

          QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which
          are subject to the distribution and nonforfeitability requirements
          under Code Section 401 (k) when made.

          QUALIFIED NONELECTIVE CONTRIBUTIONS means any employer contributions
          (other than Matching Contributions) which an employee may not elect to
          have paid to him in cash instead of being contributed to the plan and
          which are subject to the distribution and nonforfeitability
          requirements under Code Section 401 (k) when made.

     (b)  Excess Elective Deferrals. A Participant may assign to this Plan any
          Excess Elective Deferrals made during a taxable year of the
          Participant by notifying the Plan Administrator in writing on or
          before the first following March 1 of the amount of the Excess
          Elective Deferrals to be assigned to the Plan. A Participant is deemed
          to notify the Plan Administrator of any Excess Elective Deferrals that
          arise by taking into account only those Elective Deferral
          Contributions made to this Plan and any other plan of the Employer or
          a Controlled Group member. The Participant's claim for Excess Elective
          Deferrals shall be accompanied by the Participant's written statement
          that if such amounts are not distributed, such Excess Elective
          Deferrals will exceed the limit imposed on the Participant by Code
          Section 402(g) for the year in which the deferral occurred. The Excess
          Elective Deferrals assigned to this Plan cannot exceed the Elective
          Deferral Contributions allocated under this Plan for such taxable
          year.

          Notwithstanding any other provisions of the Plan, Elective Deferral
          Contributions in an amount equal to the Excess Elective Deferrals
          assigned to this Plan, plus any income and minus any loss allocable
          thereto, shall be distributed no later than April 15 to any
          Participant to whose Account Excess Elective Deferrals were assigned
          for the preceding year and who claims Excess Elective Deferrals for
          such taxable year. The Excess Elective Deferrals shall be adjusted for
          income or loss. The income or loss allocable to such Excess Elective
          Deferrals shall be equal to the income or loss allocable to the
          Participant's Elective Deferral Contributions for the taxable year in
          which the excess occurred multiplied by a fraction. The numerator of
          the fraction is the Excess Elective Deferrals. The denominator of the
          fraction is the closing balance without regard to any income or loss
          occurring during such taxable year (as of the end of such taxable
          year) of the Participant's Account resulting from Elective Deferral
          Contributions.

          Any Matching Contributions which were based on the Elective Deferral
          Contributions which are distributed as Excess Elective Deferrals, plus
          any income and minus any loss allocable thereto, shall be forfeited.

RESTATEMENT JANUARY 1, 1997            37                      ARTICLE VI(66776)

     (c)  ADP Test. As of the end of each Plan Year after Excess Elective
          Deferrals have been determined, the Plan must satisfy the ADP Test.
          The ADP Test shall be satisfied using the prior year testing method,
          unless the Employer has elected to use the current year testing
          method.

          (1)  Prior Year Testing Method. The ADP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the prior year's ADP for Eligible Participants who were
               Nonhighly Compensated Employees for the prior Plan Year must
               satisfy one of the following tests:

               (i)  The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the prior year's ADP for Eligible Participants who
                    were Nonhighly Compensated Employees for the prior Plan Year
                    multiplied by 1.25; or

               (ii) The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the prior year's ADP for Eligible
                         Participants who were Nonhighly Compensated Employees
                         for the prior Plan Year multiplied by 2, and

                    B.   the difference between such ADPs is not more than 2.

               If this is not a successor plan, for the first Plan Year the Plan
               permits any Participant to make Elective Deferral Contributions,
               for purposes of the foregoing tests, the prior year's Nonhighly
               Compensated Employees' ADP shall be 3 percent, unless the
               Employer has elected to use the Plan Year's ADP for these
               Eligible Participants.

          (2)  Current Year Testing Method. The ADP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the ADP for Eligible Participants who are Nonhighly
               Compensated Employees for the Plan Year must satisfy one of the
               following tests:

               (i)  The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the ADP for Eligible Participants who are Nonhighly
                    Compensated Employees for the Plan Year multiplied by 1.25;
                    or

               (II) The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the ADP for Eligible Participants who
                         are Nonhighly Compensated Employees for the Plan Year
                         multiplied by 2, and

                    B.   the difference between such ADP's is not more than 2.

               If the Employer has elected to use the current year testing
               method, that election cannot be changed unless (i) the Plan has
               been using the current year testing method for the preceding five
               Plan Years, or if less, the number of Plan Years the Plan has
               been in

RESTATEMENT JANUARY 1, 1997            38                      ARTICLE VI(66776)

               existence; or (ii) the Plan otherwise meets one of the conditions
               specified in Internal Revenue Service Notice 98-1 (or superseding
               guidance) for changing from the current year testing method.

          A Participant is a Highly Compensated Employee for a particular Plan
          Year if he meets the definition of a Highly Compensated Employee in
          effect for that Plan Year. Similarly, a Participant is a Nonhighly
          Compensated Employee for a particular Plan Year if he does not meet
          the definition of a Highly Compensated Employee in effect for that
          Plan Year.

          The Deferral Percentage for any Eligible Participant who is a Highly
          Compensated Employee for the Plan Year and who is eligible to have
          Elective Deferral Contributions (and Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, if treated
          as Elective Deferral Contributions for purposes of the ADP Test)
          allocated to his account under two or more arrangements described in
          Code Section 401(k) that are maintained by the Employer or a
          Controlled Group member shall be determined as if such Elective
          Deferral Contributions (and, if applicable, such Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both) were made
          under a single arrangement. If a Highly Compensated Employee
          participates in two or more cash or deferred arrangements that have
          different plan years, all cash or deferred arrangements ending with or
          within the same calendar year shall be treated as a single
          arrangement. The foregoing notwithstanding, certain plans shall be
          treated as separate if mandatorily disaggregated under the regulations
          of Code Section 401(k).

          In the event this Plan satisfies the requirements of Code Section
          401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
          plans, or if one or more other plans satisfy the requirements of such
          Code sections only if aggregated with this Plan, then this section
          shall be applied by determining the Deferral Percentage of Employees
          as if all such plans were a single plan. Any adjustments to the
          Nonhighly Compensated Employee ADP for the prior year shall be made in
          accordance with Internal Revenue Service Notice 98-1 (or superseding
          guidance), unless the Employer has elected to use the current year
          testing method.

          For purposes of the ADP Test, Elective Deferral Contributions,
          Qualified Nonelective Contributions, and Qualified Matching
          Contributions must be made before the end of the 12-month period
          immediately following the Plan Year to which the contributions relate.

          The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ADP Test and the amount of Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.

          If the Plan Administrator should determine during the Plan Year that
          the ADP Test is not being met, the Plan Administrator may limit the
          amount of future Elective Deferral Contributions of the Highly
          Compensated Employees.

          Notwithstanding any other provisions of this Plan, Excess
          Contributions, plus any income and minus any loss allocable thereto,
          shall be distributed no later than the last day of each Plan Year to
          Participants to whose Accounts such Excess Contributions were
          allocated for the preceding Plan Year. Excess Contributions are
          allocated to the Highly Compensated Employees with the largest amounts
          of employer contributions taken into account in calculating the ADP
          Test for the year in which the excess arose, beginning with the Highly
          Compensated Employee with the

RESTATEMENT JANUARY 1, 1997            39                      ARTICLE VI(66776)

          largest amount of such employer contributions and continuing in
          descending order until all of the Excess Contributions have been
          allocated. For purposes of the preceding sentence, the "largest
          amount" is determined after distribution of any Excess Contributions.
          If such excess amounts are distributed more than 2 1/2 months after
          the last day of the Plan Year in which such excess amounts arose, a 10
          percent excise tax shall be imposed on the employer maintaining the
          plan with respect to such amounts.

          Excess Contributions shall be treated as Annual Additions, as defined
          in the CONTRIBUTION LIMITATION SECTION of this article.

          The Excess Contributions shall be adjusted for income or loss. The
          income or loss allocable to such Excess Contributions allocated to
          each Participant shall be equal to the income or loss allocable to the
          Participant's Elective Deferral Contributions (and, if applicable,
          Qualified Nonelective Contributions or Qualified Matching
          Contributions, or both) for the Plan Year in which the excess occurred
          multiplied by a fraction. The numerator of the fraction is the Excess
          Contributions. The denominator of the fraction is the closing balance
          without regard to any income or loss occurring during such Plan Year
          (as of the end of such Plan Year) of the Participant's Account
          resulting from Elective Deferral Contributions (and Qualified
          Nonelective Contributions or Qualified Matching Contributions, or
          both, if such contributions are included in the ADP Test).

          Excess Contributions allocated to a Participant shall be distributed
          from the Participant's Account resulting from Elective Deferral
          Contributions. If such Excess Contributions exceed the balance in the
          Participant's Account resulting from Elective Deferral Contributions,
          the balance shall be distributed from the Participant's Account
          resulting from Qualified Matching Contributions (if applicable) and
          Qualified Nonelective Contributions, respectively.

          Any Matching Contributions which were based on the Elective Deferral
          Contributions which are distributed as Excess Contributions, plus any
          income and minus any loss allocable thereto, shall be forfeited.

     (d)  ACP Test. As of the end of each Plan Year, the Plan must satisfy the
          ACP Test. The ACP Test shall be satisfied using the prior year testing
          method, unless the Employer has elected to use the current year
          testing method.

          (1)  Prior Year Testing Method. The ACP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the prior year's ACP for Eligible Participants who were
               Nonhighly Compensated Employees for the prior Plan Year must
               satisfy one of the following tests:

               (i)  The ACP for the Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the prior,year's ACP for Eligible Participants who
                    were Nonhighly Compensated Employees for the prior Plan Year
                    multiplied by 1.25; or

               (ii) The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated employees for the Plan Year: Employees
                    for the Plan Year:

RESTATEMENT JANUARY 1, 1997            40                      ARTICLE VI(66776)

                    A.   shall not exceed the prior year's ACP for Eligible
                         Participants who were Nonhighly Compensated Employees
                         for the prior Plan Year multiplied by 2, and

                    B.   the difference between such ACPs is not more than 2.

               If this is not a successor plan, for the first Plan Year the Plan
               permits any Participant to make Participant Contributions,
               provides for Matching Contributions, or both, for purposes of the
               foregoing tests, the prior year's Nonhighly Compensated
               Employees' ACP shall be 3 percent, unless the Employer has
               elected to use the Plan Year's ACP for these Eligible
               Participants.

          (2)  Current Year Testing Method. The ACP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the ACP for Eligible Participants who are Nonhighly
               Compensated Employees for the Plan Year must satisfy one of the
               following tests:

               (i)  The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the ACP for Eligible Participants who are Nonhighly
                    Compensated Employees for the Plan Year multiplied by 1.25;
                    or

               (ii) The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the ACP for Eligible Participants who
                         are Nonhighly Compensated Employees for the Plan Year
                         multiplied by 2, and

                    B.   the difference between such ACPs is not more than 2.

               If the Employer has elected to use the current year testing
               method, that election cannot be changed unless (i) the Plan has
               been using the current year testing method for the preceding five
               Plan Years, or if less, the number of Plan Years the Plan has
               been in existence; or (II) the Plan otherwise meets one of the
               conditions specified in Internal Revenue Service Notice 98-1 (or
               superseding guidance) for changing from the current year testing
               method.

          A Participant is a Highly Compensated Employee for a particular Plan
          Year if he meets the definition of a Highly Compensated Employee in
          effect for that Plan Year. Similarly, a Participant is a Nonhighly
          Compensated Employee for a particular Plan Year if he does not meet
          the definition of a Highly Compensated Employee in effect for that
          Plan Year.

          Multiple Use. If one or more Highly Compensated Employees participate
          in both a cash or deferred arrangement and a plan subject to the ACP
          Test maintained by the Employer or a Controlled Group member, and the
          sum of the ADP and ACP of those Highly Compensated Employees subject
          to either or both tests exceeds the Aggregate Limit, then the
          Contribution Percentage of those Highly Compensated Employees who also
          participate in a cash or deferred arrangement will be reduced in the
          manner described below for allocating Excess Aggregate Contributions
          so that the limit is not exceeded. The amount by which each Highly
          Compensated Employee's Contribution Percentage is reduced shall be
          treated as an Excess Aggregate

RESTATEMENT JANUARY 1, 1997            41                      ARTICLE VI(66776)

          Contribution. The ADP and ACP of the Highly Compensated Employees are
          determined after any corrections required to meet the ADP Test and ACP
          Test and are deemed to be the maximum permitted under such tests for
          the Plan Year. Multiple use does not occur if either the ADP or ACP of
          the Highly Compensated Employees does not exceed 1.25 multiplied by
          the ADP and ACP, respectively, of the Nonhighly Compensated Employees.

          The Contribution Percentage for any Eligible Participant who is a
          Highly Compensated Employee for the Plan Year and who is eligible to
          have Contribution Percentage Amounts allocated to his account under
          two or more plans described in Code Section 401(a) or arrangements
          described in Code Section 401(k) that are maintained by the Employer
          or a Controlled Group member shall be determined as if the total of
          such Contribution Percentage Amounts was made under each plan. If a
          Highly Compensated Employee participates in two or more cash or
          deferred arrangements that have different plan years, all cash or
          deferred arrangements ending with or within the same calendar year
          shall be treated as a single arrangement. The foregoing
          notwithstanding, certain plans shall be treated as separate if
          mandatorily disaggregated under the regulations of Code Section
          401(m).

          In the event this Plan satisfies the requirements of Code Section
          401(m), 401(a)(4), or 410(b) only if aggregated with one or more other
          plans, or if one or more other plans satisfy the requirements of such
          Code sections only if aggregated with this Plan, then this section
          shall be applied by determining the Contribution Percentage of
          Employees as if all such plans were a single plan. Any adjustments to
          the Nonhighly Compensated Employee ACP for the prior year shall be
          made in accordance with Internal Revenue Service Notice 98-1 (or
          superseding guidance), unless the Employer has elected to use the
          current year testing method.

          For purposes of the ACP Test, Participant Contributions are considered
          to have been made in the Plan Year in which contributed to the Plan.
          Matching Contributions and Qualified Nonelective Contributions will be
          considered to have been made for a Plan Year if made no later than the
          end of the 12-month period beginning on the day after the close of the
          Plan Year.

          The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ACP Test and the amount of Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.

          Notwithstanding any other provisions of this Plan, Excess Aggregate
          Contributions, plus any income and minus any loss allocable thereto,
          shall be forfeited, if not vested, or distributed, if vested, no later
          than the last day of each Plan Year to Participants to whose Accounts
          such Excess Aggregate Contributions were allocated for the preceding
          Plan Year. Excess Aggregate Contributions are allocated to the Highly
          Compensated Employees with the largest Contribution Percentage Amounts
          taken into account in calculating the ACP Test for the year in which
          the excess arose, beginning with the Highly Compensated Employee with
          the largest amount of such Contribution Percentage Amounts and
          continuing in descending order. until all of the Excess Aggregate
          Contributions have been allocated. For purposes of the preceding
          sentence, the "largest amount" is determined after distribution of any
          Excess Aggregate Contributions. If such Excess Aggregate Contributions
          are distributed more than 2 1/2 months after the last day of the Plan
          Year in which such excess amounts arose, a 10 percent excise tax shall
          be imposed on the employer maintaining the plan with respect to such
          amounts.

RESTATEMENT JANUARY 1, 1997            42                      ARTICLE VI(66776)

          Excess Aggregate Contributions shall be treated as Annual Additions,
          as defined in the CONTRIBUTION LIMITATION SECTION of this article.

          The Excess Aggregate Contributions shall be adjusted for income or
          loss. The income or loss allocable to such Excess Aggregate
          Contributions allocated to each Participant shall be equal to the
          income or loss allocable to the Participant's Contribution Percentage
          Amounts for the Plan Year in which the excess occurred multiplied by a
          fraction. The numerator of the fraction is the Excess Aggregate
          Contributions. The denominator of the fraction is the closing balance
          without regard to any income or loss occurring during such Plan Year
          (as of the end of such Plan Year) of the Participant's Account
          resulting from Contribution Percentage Amounts.

          Excess Aggregate Contributions allocated to a Participant shall be
          distributed from the Participant's Account resulting from Participant
          Contributions that are not required as a condition of employment or
          participation or for obtaining additional benefits from Employer
          Contributions. If such Excess Aggregate Contributions exceed the
          balance in the Participant's Account resulting from such Participant's
          Contributions, the balance shall be forfeited, if not vested, or
          distributed, if vested, on a pro-rata basis from the Participant's
          Account resulting from Contribution Percentage Amounts.

     (e)  Employer Elections. The Employer has made an election to use the
          current year testing method.

RESTATEMENT JANUARY 1, 1997            43                      ARTICLE VI(66776)

                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

     The handling of Contributions is governed by the provisions of the Trust
Agreement, the Annuity Contract, and any other funding arrangement in which the
Plan Fund is or may be held or invested. To the extent permitted by the Trust
Agreement, Annuity Contract, or other funding arrangement, the parties named
below shall direct the Contributions to the guaranteed benefit policy portion of
the Annuity Contract, any of the investment options available under the Annuity
Contract, or any of the investment vehicles available under the Trust Agreement
and may request the transfer of amounts resulting from those Contributions
between such investment options and investment vehicles or the transfer of
amounts between the guaranteed benefit policy portion of the Annuity Contract
and such investment options and investment vehicles. A Participant may not
direct the Trustee or Insurer to invest the Participant's Account in
collectibles. Collectibles mean any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage, or other tangible personal property specified
by the Secretary of the Treasury. However, for tax years beginning after
December 31, 1997, certain coins and bullion as provided in Code Section
408(m)(3) shall not be considered collectibles. To the extent that a Participant
who has investment direction fails to give timely direction, the Primary
Employer shall direct the investment of his Account. If the Primary Employer has
investment direction, such Account shall be invested ratably in the guaranteed
benefit policy portion of the Annuity Contract, the investment options available
under the Annuity Contract, or the investment vehicles available under the Trust
Agreement in the same manner as the Accounts of all other Participants who do
not direct their investments. The Primary Employer shall have investment
direction for amounts which have not been allocated to Participants. To the
extent an investment is no longer available, the Primary Employer may require
that amounts currently held in such investment be reinvested in other
investments.

     At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan's objectives. The
Named Fiduciary shall inform the Trustee and any Investment Manager of the
Plan's short-term and long-term financial needs so the investment policy can be
coordinated with the Plan's financial requirements.

     (a)  Employer Contributions other than Elective Deferral Contributions: The
          Participant shall direct the investment of such Employer Contributions
          and transfer of amounts resulting from those Contributions.

     (b)  Elective Deferral Contributions: The Participant shall direct the
          investment of Elective Deferral Contributions and transfer of amounts
          resulting from those Contributions.

     (c)  Participant Contributions: The Participant shall direct the investment
          of Participant Contributions and transfer of amounts resulting from
          those Contributions.

     (2)  Rollover Contributions: The Participant shall direct the investment of
          Rollover Contributions and transfer of amounts resulting from those
          Contributions.

RESTATEMENT JANUARY 1, 1997            44                      ARTICLE VI(66776)

     However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and amounts which are not subject to
Participant direction.

     The Employer shall pay to the Insurer or Trustee, as applicable, the
Elective Deferral Contributions and Qualified Nonelective Contributions for each
Plan Year not later than the end of the 12-month period immediately following
the Plan Year for which they are deemed to be paid.

     All Contributions are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund or to the Insurer to be deposited under the Annuity
Contract, as applicable. Contributions that are accumulated through payroll
deduction shall be paid to the Trustee or Insurer, as applicable, by the earlier
of (i) the date the Contributions can reasonably be segregated from the
Employer's assets, or (ii) the 15th business day of the month following the
month in which the Contributions would otherwise have been paid in cash to the
Participant.

RESTATEMENT JANUARY 1, 1997            45                      ARTICLE VI(66776)

                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

     On a Participant's Retirement Date, his Vested Account shall be distributed
to him according to the distribution of benefits provisions of Article VI and
the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02--DEATH BENEFITS.

     If a Participant dies before his Annuity Starting Date, his Vested Account
shall be distributed according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.03--VESTED BENEFITS.

     If an Inactive Participant does not receive an earlier distribution, upon
his Retirement Date or death, his Vested Account shall be distributed according
to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS
SECTION of Article V.

     The Nonvested Account of an Inactive Participant who has ceased to be an
Employee shall remain a part of his Account until it becomes a Forfeiture.
However, if he again becomes an Employee so that his Vesting Percentage can
increase, the Nonvested Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START.

     (a)  Unless otherwise elected, benefits shall begin before the 60th day
          following the close of the Plan Year in which the latest date below
          occurs:

          (1)  The date the Participant attains age 65 (or Normal Retirement
               Age, if earlier).

          (2)  The 10th anniversary of the Participant's Entry Date.

          (3)  The date the Participant ceases to be an Employee.

       Notwithstanding the foregoing, the failure of a Participant and spouse to
       consent to a distribution while a benefit is immediately distributable,
       within the meaning of the ELECTION PROCEDURES SECTION of Article VI,
       shall be deemed to be an election to defer the start of benefits
       sufficient to satisfy this section.

       The Participant may elect to have his benefits begin after the latest
       date for beginning benefits described above, subject to the following
       provisions of this section. The Participant shall make the election in
       writing. Such election must be made before his Normal Retirement Date or
       the date he ceases to be an Employee, if later. The election must
       describe the form of distribution

RESTATEMENT JANUARY 1, 1997            46                      ARTICLE VI(66776)

          and the date benefits will begin. The Participant shall not elect a
          date for beginning benefits or a form of distribution that would
          result in a benefit payable when he dies which would be more than
          incidental within the meaning of governmental regulations.

          Benefits shall begin on an earlier date if otherwise provided in the
          Plan. For example, the Participant's Retirement Date or Required
          Beginning Date, as defined in the DEFINITIONS SECTION of Article VII.

     (b)  The Participant's Vested Account which results from Elective Deferral
          Contributions and Qualified Nonelective Contributions may not be
          distributed to a Participant or to his Beneficiary (or Beneficiaries)
          in accordance with the Participant's or Beneficiary's (or
          Beneficiaries') election, earlier than separation from service, death,
          or disability. Such amount may also be distributed upon:

          (1)  Termination of the Plan, as permitted in Article VIII.

          (2)  The disposition by the Employer, if the Employer is a
               corporation, to an unrelated corporation of substantially all of
               the assets, within the meaning of Code Section 409(d)(2), used in
               a trade or business of the Employer if the Employer continues to
               maintain the Plan after the disposition, but only with respect to
               Employees who continue employment with the corporation acquiring
               such assets.

          (3)  The disposition by the Employer, if the Employer is a
               corporation, to an unrelated entity of the Employer's interest in
               a subsidiary, within the meaning of Code Section 409(d)(3), if
               the Employer continues to maintain the Plan, but only with
               respect to Employees who continue employment with such
               subsidiary. I(4) The attainment of age 59 1/2 as permitted in the
               WITHDRAWAL BENEFITS SECTION of this article.

          (5)  The hardship of the Participant as permitted in the WITHDRAWAL
               BENEFITS SECTION of this article.

          All distributions that may be made pursuant to one or more of the
          foregoing distributable events will be a retirement benefit and shall
          be distributed to the Participant according to the distribution of
          benefit provisions of Article VI. In addition, distributions that are
          triggered by (1), (2) and (3) above must be made in a lump sum.

SECTION 5.05--WITHDRAWAL BENEFITS.

A Participant may withdraw any part of his Vested Account resulting from
Voluntary Contributions. A Participant may make such a withdrawal at any time.

A Participant may withdraw any part of his Vested Account resulting from
Rollover Contributions. A Participant may make such a withdrawal at any time.

Before the earlier of (i) the date he ceases to be an Employee or (ii) the date
he becomes Totally and Permanently Disabled, a Participant who has attained age
59 1/2 and who has been eligible to participate in the

RESTATEMENT JANUARY 1, 1997            47                      ARTICLE VI(66776)

Plan for five years may withdraw any part of his Vested Account which results
from the following Contributions:

     Elective Deferral Contributions

     The amount of such withdrawal must be at least $500.

     An Active Participant may make only one such withdrawal in any 12-month
period.

     Before the earlier of (i) the date he ceases to be an Employee or (ii) the
date he becomes Totally and Permanently Disabled, a Participant who has been
eligible to participate in the Plan for five years may withdraw any part of his
Vested Account which results from the following Contributions:

     Matching Contributions

     The amount of such withdrawal must be at least $500.

     An Active Participant may make only one such withdrawal in any 12-month
period.

     Before the earlier of (i) the date he ceases to be an Employee or (ii) the
date he becomes Totally and Permanently Disabled, a Participant may withdraw any
part of his Vested Account which results from the following Contributions

     Elective Deferral Contributions

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions plus income allocable thereto credited to his Account as
of December 31, 1988. Immediate and heavy financial need shall be limited to:
(i) expenses incurred or necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of
tuition, related educational fees, and room and board expenses, for the next 12
months of post-secondary education for the Participant, his spouse, children, or
dependents; (iv) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or (v) any other distribution which is deemed by the
Commissioner of Internal Revenue to be made on account of immediate and heavy
financial need as provided in Treasury regulations.

     No withdrawal shall be allowed which is in excess of the amount required to
relieve the financial need or if such need can be satisfied from other resources
that are reasonably available to the Participant. The amount of an immediate and
heavy financial need may include any amount necessary to pay any Federal, state,
or local income taxes or penalties reasonably anticipated to result from the
distribution. The Participant's request for a withdrawal shall include his
written statement that the amount requested does not exceed the amount needed to
meet the financial need. The Participant's request for a withdrawal shall
include his written statement that the need cannot be relieved: (i) through
reimbursement or compensation by insurance or otherwise; (ii) by reasonable
liquidation of the Participant's assets, to the extent such liquidation would
not itself cause immediate and heavy financial need; (iii) by cessation of
elective contributions or participant contributions under the Plan; or (iv) by
other distributions or nontaxable (at the time of the loan) loans currently
available

RESTATEMENT JANUARY 1, 1997            48                      ARTICLE VI(66776)

from plans maintained by the Employer or any other employer, or by borrowing
from commercial sources on reasonable commercial terms. The amount of the first
such withdrawal must be equal to at least the lesser of (i) $500 or (II) the
amount which is available for withdrawal. The amount of any subsequent
withdrawal must be equal to at least $500. If the minimum withdrawal is more
than the amount needed to meet the financial need, no withdrawal may be made.

     A request for withdrawal shall be made in such manner and in accordance
with such rules as the Employer will prescribe for this purpose (including by
means of voice response or other electronic means under circumstances the
Employer permits). Withdrawals shall be a retirement benefit and shall be
distributed to the Participant according to the distribution of benefits
provisions of Article VI. A forfeiture shall not occur solely as a result of a
withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

     Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, and unless otherwise specified,
Participant means any Participant or Beneficiary who is a party-ill; as defined
in ERISA. Loans shall not be made to Highly Compensated Employees in an amount
greater than the amount made available to other Participants.

     No loan shall be available to a Participant from the part, if any, of his
Vested Account resulting from Contributions which originally were made under the
Old Northwest Agents Limited Partnership Money Purchase Retirement Plan.

     No loans will be made to any shareholder-employee or Owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

     A loan to a Participant shall be a Participant-directed investment of his
Account. The loan is a Trust Fund investment but no Account other than the
borrowing Participant's Account shall share in the interest paid on the loan or
bear any expense or loss incurred because of the loan.

     The number of outstanding loans shall be limited to two. No more than two
loans shall be approved for any Participant in any 12-month period. The minimum
amount of any loan shall be $500.

     Loans must be adequately secured.

     The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

     (a)  $50,000, reduced by the highest outstanding loan balance of loans
          during the one-year period ending on the day before the new loan is
          made.

     (b)  The greater of (1) or (2), reduced by (3) below:

          (1) One-half of the Participant's Vested Account.

RESTATEMENT JANUARY 1, 1997            49                      ARTICLE VI(66776)

          (2) $10,000.

          (3) Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

     The foregoing notwithstanding, the amount of such loan shall not exceed 50
percent of the amount of the Participant's Vested Account, reduced by any
outstanding loan balance on the date the new loan is made. For purposes of this
maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

     Notwithstanding any other provision of this Plan, the portion of the
Participant's Vested Account used as a security interest held by the Plan by
reason of a loan outstanding to the Participant shall be taken into account for
purposes of determining the amount of the Vested Account payable at the time of
the death or distribution, but only if the reduction is used as repayment of the
loan. If less than 100 percent of the Participant's Vested Account (determined
without regard to the preceding sentence) is payable to the surviving spouse,
then the Vested Account shall be adjusted by first reducing the Vested Account
by the amount of the security used as repayment of the loan, and then
determining the benefit payable to the surviving spouse.

     Each loan shall bear a reasonable fixed rate of interest to be determined
by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

     The loan shall by its terms require that repayment (principal and interest)
be amortized in level payments, not less frequently than quarterly, over a
period not less than one year (prior to October 15, 2000), and not extending
beyond five years from the date of the loan. The period of repayment for any
loan shall be arrived at by mutual agreement between the Loan Administrator and
the Participant.

     The Participant shall make an application for a loan in such manner and in
accordance with such rules as the Employer shall prescribe for this purpose
(including by means of voice response or other electronic means under
circumstances the Employer permits). The application must specify the amount and
duration requested.

     Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and credit history of the Participant to determine whether a
loan should be approved.

RESTATEMENT JANUARY 1, 1997            50                      ARTICLE VI(66776)

     Each loan shall be fully documented in the form of a promissory note signed
by the Participant for the face amount of the loan, together with interest
determined as specified above.

          There will be an assignment of collateral to the Plan executed at the
     time the loan is made.

     In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed
by the Participant at the time the loan is made. Loan repayments that are
accumulated through payroll deduction shall be paid to the Trustee by the
earlier of (i) the date the loan repayments can reasonably be segregated from
the Employer's assets, or (ii) the 15th business day of the month following the
month in which such amounts would otherwise have been paid in cash to the
Participant.

     Where payroll deduction is not available, payments in cash are to be timely
made. Any payment that is not by payroll deduction shall be made payable to the
Employer or the Trustee, as specified in the promissory note, and delivered to
the Loan Administrator, including prepayments, service fees and penalties, if
any, and other amounts due under the note. The Loan Administrator shall deposit
such amounts into the Plan as soon as administratively practicable after they
are received, but in no event later than the 15th business day of the month
after they are received.

     The promissory note may provide for reasonable late payment penalties and
service fees. Any penalties or service fees shall be applied to all Participants
in a nondiscriminatory manner. If the promissory note so provides, such amounts
may be assessed and collected from the Account of the Participant as part of the
loan balance.

     Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

     If a Participant separates from service (or takes a leave of absence) from
the Employer because of service in the military and does not receive a
distribution of his Vested Account, the Plan shall suspend loan payments until
the Participant's completion of military service or until the Participant's
fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u). The Loan Administrator shall provide the Participant
a written explanation of the effect of his military service upon his loan.

     If any amount remains unpaid for more than 90 days after due, a default is
deemed to occur.
     Upon default, the Plan has the right to pursue any remedy available by law
to satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law. In addition, once a loan has been defaulted, a Participant
will not be able to reapply for a loan under the Plan for a 3-year period
beginning on the date of default.

     The entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and subject to
collection or satisfaction by any lawful means, including specifically, but not
limited to, the right to enforce the claim against the security pledged and to
execute upon the collateral as allowed by law if

     (a)  any payment of principal or interest or any other amount due under the
          promissory note, or any portion thereof, is not made for a period of
          90 days after due;

RESTATEMENT JANUARY 1, 1997            51                      ARTICLE VI(66776)

     (b)  the making or furnishing of any representation or statement to the
          Plan by or on behalf of the Participant proves to have been false in
          any material respect when made or furnished; or

     (c)  dissolution, insolvency, business failure, appointment of receiver of
          any part of the property of, assignment for the benefit of creditors
          by, or the commencement of any proceeding under any bankruptcy or
          insolvency laws of, by or against the Participant occurs.

     In the event of default, foreclosure on the note and attachment of security
or use of amounts pledged to satisfy the amount then due shall not occur until a
distributable event occurs in accordance with the Plan, and shall not occur to
an extent greater than the amount then available upon any distributable event
which has occurred under the Plan.

     All reasonable costs and expenses, including but not limited to attorney's
fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a
promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

     If payroll deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are insufficient to
satisfy the total amount due, there will be an increase in the amount taken
subsequently, sufficient to make up the amount that is then due. If any amount
remains past due more than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued and any other amount then
due under the promissory note, shall become due and payable, as above.

     If no distributable event has occurred under the Plan at the time that the
Participant's Vested Account would otherwise be used under this provision to pay
any amount due under the outstanding loan, this will not occur until the time,
or in excess of the extent to which, a distributable event occurs under the
Plan. An outstanding loan will become due and payable in full 60 days after a
Participant ceases to be an Employee and a party-in-interest as defined in ERISA
or after complete termination of the Plan.

SECTION 5.07--QUALIFIED DOMESTIC RELATIONS ORDERS.

     The Plan specifically permits distributions to an Alternate Payee under a
qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Participant has attained his
earliest retirement age is available only if:

     (a)  the order specifies that distribution shall be made prior to the
          earliest retirement age or allows the Alternate Payee to elect a
          distribution prior to the earliest retirement age and

     (b)  if the present value of the Alternate Payee's benefits under the Plan
          exceeds $5,000, and the order requires, the Alternate Payee consents
          to any distribution occurring before the Participant's attainment of
          earliest retirement age, as defined in code Section 414(p).

     Nothing in this section shall permit a Participant to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under the
Plan.

RESTATEMENT JANUARY 1, 1997            52                      ARTICLE VI(66776)

     The benefit payable to an Alternate Payee shall be subject to the
provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit
does not exceed $5,000 ($3,500 for Plan Years beginning before August 6, 1997).

     The Plan Administrator shall establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Participant
and the Alternate Payee named in the order, in writing, of the receipt of the
order and the Plan's procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic relations
order, the Plan Administrator shall determine the qualified status of the order
and shall notify the Participant and each Alternate Payee, in writing, of its
determination. The Plan Administrator shall provide notice under this paragraph
by mailing to the individual's address specified in the domestic relations
order, or in a manner consistent with Department of Labor regulations. The Plan
Administrator may treat as qualified any domestic relations order entered into
before January 1, 1985, irrespective of whether it satisfies all the
requirements described in Code Section 414(p).

     If any portion of the Participant's Vested Account is payable during the
period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amounts shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18-month
determination period, the payable amounts shall be distributed in the manner the
Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.

     The Plan shall make payments or distributions required under this section
by separate benefit checks or other separate distribution to the Alternate
Payee(s).

RESTATEMENT JANUARY 1, 1997            53                      ARTICLE VI(66776)

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

     Unless an optional form of benefit is selected pursuant to a qualified
election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant
is determined as follows:

     (a)  Retirement Benefits. The automatic form of retirement benefit for a
          Participant who does not die before his Annuity Starting Date shall
          be:

          (1)  The Qualified Joint and Survivor Annuity for a Participant who
               has a spouse.

          (2)  The Normal Form for a Participant who does not have a spouse.

     (b)  Death Benefits. The automatic form of death benefit for a Participant
          who dies before his Annuity Starting Date shall be:

          (1)  A Qualified Preretirement Survivor Annuity for a Participant who
               has a spouse to whom he has been continuously married throughout
               the one-year period ending on the date of his death. The spouse
               may elect to start receiving the death benefit on any last day of
               the month on or after the Participant dies and by the date the
               Participant would have been age 70 1/2. If the spouse dies before
               benefits start, the Participant's Vested Account, determined as
               of the date of the spouse's death, shall be paid to the spouse's
               Beneficiary.

          (2)  A single-sum payment to the Participant's Beneficiary for a
               Participant who does not have a spouse who is entitled to a
               Qualified Preretirement Survivor Annuity.

          Before a death benefit will be paid on account of the death of a
          Participant who does not have a spouse who is entitled to a Qualified
          Preretirement Survivor Annuity, it must be established to the
          satisfaction of a plan representative that the Participant does not
          have such a spouse.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION.

     (a)  Retirement Benefits. The optional forms of retirement benefit shall be
          the following: (i) a straight life annuity; (ii) single life annuities
          with certain periods of 5, 10 or 15 years; (iii) a single life annuity
          with installment refund; (iv) survivorship life annuities with
          installment refund and survivorship percentages of 50%, 66 2/3% or
          100%; (v) fixed period annuities for any period of whole months which
          is not less than 60 and does not exceed the Life Expectancy, as
          defined in Article VII, of the Participant where the Life Expectancy
          is not recalculated; and (vi) a full flexibility option. A single sum
          payment is also available.

          The full flexibility option is an optional form of benefit under which
          the Participant receives a distribution each calendar year, beginning
          with the calendar year in which his Annuity Starting Date Occurs. The
          Participant may elect the amount to be distributed each year (not less
          than

RESTATEMENT JANUARY 1, 1997            54                     ARTICLE VI (66776)

          $1,000). The amount payable in his first Distribution Calendar Year,
          as defined in Article VII, must satisfy the minimum distribution
          requirements of Article VII for such year. Distributions for later
          Distribution Calendar Years, as defined in Article VII, must satisfy
          the minimum distribution requirements of Article VII for such years.
          If the Participant's Annuity Starting Date does not occur until his
          second Distribution Calendar Year, as defined in Article VII, the
          amount payable for such year must satisfy the minimum distribution
          requirements of Article VII for both the first and second Distribution
          Calendar Years, as defined in Article VII.

          Election of an optional form is subject to the qualified election
          provisions of the ELECTION PROCEDURES SECTION of this article and the
          distribution requirements of Article VII.

          Any annuity contract distributed shall be nontransferable. The terms
          of any annuity contract purchased and distributed by the Plan to a
          Participant or spouse shall comply with the requirements of this Plan.

     (b)  Death Benefits. The optional forms of death benefit are a single-sum
          payment and any annuity that is an optional form of retirement
          benefit.

          Election of an optional form is subject to the qualified election
          provisions of the ELECTION PROCEDURES SECTION of this article and the
          distribution requirements of Article VII.

SECTION 6.03--ELECTION PROCEDURES.

     The Participant, Beneficiary, or spouse shall make any election under this
section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

     (a)  Retirement Benefits. A Participant may elect his Beneficiary or
          Contingent Annuitant and may elect to have retirement benefits
          distributed under any of the optional forms of retirement benefit
          available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this
          article.

     (b)  Death Benefits. A Participant may elect his Beneficiary and may elect
          to have death benefits distributed under any of the optional forms of
          death benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION
          of this article.

          If the Participant has not elected an optional form of distribution
          for the death benefit payable to his Beneficiary, the Beneficiary may,
          for his own benefit, elect the form of distribution, in like manner as
          a Participant.

          The Participant may waive the Qualified Preretirement Survivor Annuity
          by naming someone other than his spouse as Beneficiary.

          In lieu of the Qualified Preretirement Survivor Annuity described in
          the AUTOMATIC FORMS OF DISTRIBUTION SECTION of this article, the
          spouse may, for his own benefit, waive the Qualified Preretirement
          Survivor Annuity by electing to have the benefit distributed under any
          of the optional forms of death benefit available in the OPTIONAL FORMS
          OF DISTRIBUTION SECTION of this article.

RESTATEMENT JANUARY 1, 1997            55                     ARTICLE VI (66776)

     (c)  Qualified Election. The Participant, Beneficiary or spouse may make an
          election at any time during the election period. The Participant,
          Beneficiary, or spouse may revoke the election made (or make a new
          election) at any time and any number of times during the election
          period. An election is effective only if it meets the consent
          requirements below.

          (1)  Election Period for Retirement Benefits. The election period as
               to retirement benefits is the 90-day period ending on the Annuity
               Starting Date. An election to waive the Qualified Joint and
               Survivor Annuity may not be made before the date the Participant
               is provided with the notice of the ability to waive the Qualified
               Joint and Survivor Annuity. If the Participant elects a full
               flexibility option, he may revoke his election at any time before
               his first Distribution Calendar Year, as defined in Article VII.
               When he elects to have benefits begin again, he shall have a new
               Annuity Starting Date. His election period for this election is
               the 90-day period ending on the Annuity Starting Date for the
               optional form of retirement benefit elected.

          (2)  Election Period for Death Benefits. A Participant may make an
               election as to death benefits at any time before he dies. The
               spouse's election period begins on the date the Participant dies
               and ends on the date benefits begin. The Beneficiary's election
               period begins on the date the Participant dies and ends on the
               date benefits begin.

               An election to waive the Qualified Preretirement Survivor Annuity
               may not be made by the Participant before the date he is provided
               with the notice of the ability to waive the Qualified
               Preretirement Survivor Annuity. A Participant's election to waive
               the Qualified Preretirement Survivor Annuity which is made before
               the first day of the Plan Year in which he reaches age 35 shall
               become invalid on such date. An election made by a Participant
               after he ceases to be an Employee will not become invalid on the
               first day of the Plan Year in which he reaches age 35 with
               respect to death benefits from that part of his Account resulting
               from Contributions made before he ceased to be an Employee.

          (3)  Consent to Election. If the Participant's Vested Account exceeds
               $5,000 ($3,500 for Plan Years beginning before August 6, 1997),
               any benefit which is (i) immediately distributable or (ii)
               payable in a form other than a Qualified Joint and Survivor
               Annuity or a Qualified Preretirement Survivor Annuity, requires
               the consent of the Participant and the Participant's spouse (or
               where either the Participant or the spouse has died, the
               survivor). Such consent shall also be required if the
               Participant's Vested Account at the time of any prior
               distribution exceeded $5,000 ($3,500 for Plan Years beginning
               before August 6, 1997).The rule in the preceding sentence shall
               not apply as of the date specified in any regulation which
               repeals such rule. However, consent will still be required if the
               Participant had previously had an Annuity Starting Date with
               respect to any portion of such Vested Account.

               The consent of the Participant or spouse to a benefit which is
               immediately distributable must not be made before the date the
               Participant or spouse is provided with the notice of the ability
               to defer the distribution. Such consent shall be made in writing.

               The consent shall not be made more than 90 days before the
               Annuity Starting Date. Spousal consent is not required for a
               benefit which is immediately distributable in a

RESTATEMENT JANUARY 1, 1997            56                     ARTICLE VI (66776)

               Qualified Joint and Survivor Annuity. Furthermore, if spousal
               consent is not required because the Participant is electing an
               optional form of retirement benefit that is not a life annuity
               pursuant to (d) below, only the Participant need consent to the
               distribution of a benefit payable in a form that is not a life
               annuity and which is immediately distributable. Neither the
               consent of the Participant nor the Participant's spouse shall be
               required to the extent that a distribution is required to satisfy
               Code Section 401(a)(9) or Code Section 415.

               In addition, upon termination of this Plan, if the Plan does not
               offer an annuity option (purchased from a commercial provider),
               and if the Employer (or any entity within the same Controlled
               Group) does not maintain another defined contribution plan (other
               than an employee stock ownership plan as defined in Code Section
               4975(e)(7)), the Participant's Account balance will, without the
               Participant's consent, be distributed to the Participant.
               However, if any entity within the same Controlled Group maintains
               another defined contribution plan (other than an employee stock
               ownership plan as defined in Code Section 4975(e)(7)) then the
               Participant's Account will be transferred, without the
               Participant's consent, to the other plan if the Participant does
               not consent to an immediate distribution.

               A benefit is immediately distributable if any part of the benefit
               could be distributed to the Participant (or surviving spouse)
               before the Participant attains (or would have attained if not
               deceased) the older of Normal Retirement Age or age 62.

               If the Qualified Joint and Survivor Annuity is waived, the spouse
               has the right to limit consent only to a specific Beneficiary or
               a specific form of benefit. The spouse can relinquish one or both
               such rights. Such consent shall be made in writing. The consent
               shall not be made more than 90 days before the Annuity Starting
               Date.

               If the Qualified Preretirement Survivor Annuity is waived, the
               spouse has the right to limit consent only to a specific
               Beneficiary. Such consent shall be in writing. The spouse's
               consent shall be witnessed by a plan representative or notary
               public. The spouse's consent must acknowledge the effect of the
               election, including that the spouse had the right to limit
               consent only to a specific Beneficiary or a specific form of
               benefit, if applicable, and that the relinquishment of one or
               both such rights was voluntary. Unless the consent of the spouse
               expressly permits designations by the Participant without a
               requirement of further consent by the spouse, the spouse's
               consent must be limited to the form of benefit, if applicable,
               and the Beneficiary (including any Contingent Annuitant), class
               of Beneficiaries, or contingent Beneficiary named in the
               election.

               Spousal consent is not required, however, if the Participant
               establishes to the satisfaction of the plan representative that
               the consent of the spouse cannot be obtained because there is no
               spouse or the spouse cannot be located. A spouse's consent under
               this paragraph shall not be valid with respect to any other
               spouse. A Participant may revoke a prior election without the
               consent of the spouse. Any new election will require a new
               spousal consent, unless the consent of the spouse expressly
               permits such election by the Participant without further consent
               by the spouse. A spouse's consent may be revoked at any time
               within the Participant's election period.

     (d)  Special Rule for Profit Sharing Plans. This subparagraph (d) applies
          if the Plan is not a direct or indirect transferee after December 31,
          1984, of a defined benefit plan, money purchase plan

RESTATEMENT JANUARY 1, 1997            57                     ARTICLE VI (66776)

          (including a target plan), stock bonus or profit sharing plan which is
          subject to the survivor annuity requirements of Code Sections
          401(a)(11) and 417. If the above condition is met, spousal consent is
          not required for electing an optional form of retirement benefit that
          is not a life annuity. If such condition is not met, such consent
          requirements shall be operative.

SECTION 6.04--NOTICE REQUIREMENTS.

     (a)  Optional Forms of Retirement Benefit and Right to Defer. The Plan
          Administrator shall furnish to the Participant and the Participant's
          spouse a written explanation of the optional forms of retirement
          benefit in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article,
          including the material features and relative values of these options,
          in a manner that would satisfy the notice requirements of Code Section
          417(a)(3) and the right of the Participant and the Participant's
          spouse to defer distribution until the benefit is no longer
          immediately distributable.

          The Plan Administrator shall furnish the written explanation by a
          method reasonably calculated to reach the attention of the Participant
          and the Participant's spouse no less than 30 days, and no more than 90
          days, before the Annuity Starting Date.

          The Participant (and spouse, if applicable) may waive the 30-day
          election period if the distribution of the elected form of retirement
          benefit begins more than 7 days after the Plan Administrator provides
          the Participant (and spouse, if applicable) the written explanation
          provided that: (i) the Participant has been provided with information
          that clearly indicates that the Participant has at least 30 days to
          consider the decision of whether or not to elect a distribution and a
          particular distribution option, (ii) the Participant is permitted to
          revoke any affirmative distribution election at least until the
          Annuity Starting Date or, if later, at any time prior to the
          expiration of the 7-day period that begins the day after the
          explanation is provided to the Participant, and (iii) the Annuity
          Starting Date is a date after the date that the written explanation
          was provided to the Participant.

     (b)  Qualified Joint and Survivor Annuity. The Plan Administrator shall
          furnish to the Participant a written explanation of the following: the
          terms and conditions of the Qualified Joint and Survivor Annuity; the
          Participant's right to make, and the effect of, an election to waive
          the Qualified Joint and Survivor Annuity; the rights of the
          Participant's spouse; and the right to revoke an election and the
          effect of such a revocation.

          The Plan Administrator shall furnish the written explanation by a
          method reasonably calculated to reach the attention of the Participant
          no less than 30 days, and no more than 90 days, before the Annuity
          Starting Date.

          The Participant (and spouse, if applicable) may waive the 30-day
          election period if the distribution of the elected form of retirement
          benefit begins more than 7 days after the Plan Administrator provides
          the Participant (and spouse, if applicable) the written explanation
          provided that: (i) the Participant has been provided with information
          that clearly indicates that the Participant has at least 30 days to
          consider whether to waive the Qualified Joint and Survivor Annuity and
          elect (with spousal consent, if applicable) a form of distribution
          other than a Qualified Joint and Survivor Annuity, (ii) the
          Participant is permitted to revoke any affirmative distribution
          election at least until the Annuity Starting Date or, if later, at any
          time prior to the expiration of the 7-day period that begins the day
          after the explanation of the Qualified Joint and Survivor Annuity is

RESTATEMENT JANUARY 1, 1997            58                     ARTICLE VI (66776)

          provided to the Participant, and (iii) the Annuity Starting Date is a
          date after the date that the written explanation was provided to the
          Participant.

          After the written explanation is given, a Participant or spouse may
          make a written request for additional information. The written
          explanation must be personally delivered or mailed (first class mail,
          postage prepaid) to the Participant or spouse within 30 days from the
          date of the written request. The Plan Administrator does not need to
          comply with more than one such request by a Participant or spouse.

          The Plan Administrator's explanation shall be written in nontechnical
          language and wilt explain the terms and conditions of the Qualified
          Joint and Survivor Annuity and the financial effect upon the
          Participant's benefit (in terms of dollars per benefit payment) of
          electing not to have benefits distributed in accordance with the
          Qualified Joint and Survivor Annuity.

     (c)  Qualified Preretirement Survivor Annuity. The Plan Administrator shall
          furnish to the Participant a written explanation of the following: the
          terms and conditions of the Qualified Preretirement Survivor Annuity;
          the Participant's right to make, and the effect of, an election to
          waive the Qualified Preretirement Survivor Annuity; the rights of the
          Participant's spouse; and the right to revoke an election and the
          effect of such a revocation.

          The Plan Administrator shall furnish the written explanation by a
          method reasonably calculated to reach the attention of the Participant
          within the applicable period. The applicable period for a Participant
          is whichever of the following periods ends last:

          (1)  the period beginning one year before the date the individual
               becomes a Participant and ending one year after such date; or

          (2)  the period beginning one year before the date the Participant's
               spouse is first entitled to a Qualified Preretirement Survivor
               Annuity and ending one year after such date.

          If such notice is given before the period beginning with the first day
          of the Plan Year in which the Participant attains age 32 and ending
          with the close of the Plan Year preceding the Plan Year in which the
          Participant attains age 35, an additional notice shall be given within
          such period. If a Participant ceases to be an Employee before
          attaining age 35, an additional notice shall be given within the
          period beginning one year before the date he ceases to be an Employee
          and ending one year after such date.

          After the written explanation is given, a Participant or spouse may
          make a written request for additional information. The written
          explanation must be personally delivered or mailed (first class mail,
          postage prepaid) to the Participant or spouse within 30 days from the
          date of the written request. The Plan Administrator does not need to
          comply with more than one such request by a Participant or spouse.

          The Plan Administrator's explanation shall be written in nontechnical
          language and will explain the terms and conditions of the Qualified
          Preretirement Survivor Annuity and the financial effect upon the
          spouse's benefit (in terms of dollars per benefit payment) of electing
          not to have benefits distributed in accordance with the Qualified
          Preretirement Survivor Annuity.

RESTATEMENT JANUARY 1, 1997            59                     ARTICLE VI (66776)

                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

SECTION 7.01--APPLICATION.

     The optional forms of distribution are only those provided in Article VI.
An optional form of distribution shall not be permitted unless it meets the
requirements of this article. The timing of any distribution must meet the
requirements of this article.

SECTION 7.02--DEFINITIONS.

     For purposes of this article, the following terms are defined:

     APPLICABLE LIFE EXPECTANCY means Life Expectancy (or Joint and Last
     Survivor Expectancy) calculated using the attained age of the Participant
     (or Designated Beneficiary) as of the Participant's (or Designated
     Beneficiary's) birthday in the applicable calendar year reduced by one for
     each calendar year which has elapsed since the date Life Expectancy was
     first calculated. If Life Expectancy is being recalculated, the Applicable
     Life Expectancy shall be the Life Expectancy so recalculated. The
     applicable calendar year shall be the first Distribution Calendar Year, and
     if Life Expectancy is being recalculated, such succeeding calendar year.

     DESIGNATED BENEFICIARY means the individual who is designated as the
     beneficiary under the Plan in accordance with Code Section 401(a)(9) and
     the regulations thereunder.

     DISTRIBUTION CALENDAR YEAR means a calendar year for which a minimum
     distribution is required. For distributions beginning before the
     Participant's death, the first Distribution Calendar Year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's Required Beginning Date. For distributions beginning after
     the Participant's death, the first Distribution Calendar Year is the
     calendar year in which distributions are required to begin pursuant to (e)
     of the DISTRIBUTION REQUIREMENTS SECTION of this article.

     5-PERCENT OWNER means a 5-percent owner as defined in Code Section 416. A
     Participant is treated as a 5-percent Owner for purposes of this article if
     such Participant is a 5-percent Owner at any time during the Plan Year
     ending with or within the calendar year in which such owner attains age 70
     1/2.

     In addition, a Participant is treated as a 5-percent Owner for purposes of
     this article if such Participant becomes a 5-percent Owner in a later Plan
     Year. Such Participant's Required Beginning Date shall not be later than
     the April 1 of the calendar year following the calendar year in which such
     later Plan Year ends.

     Once distributions have begun to a 5-percent Owner under this article, they
     must continue to be distributed, even if the Participant ceases to be a
     5-percent Owner in a subsequent year.

     JOINT AND LAST SURVIVOR EXPECTANCY means joint and last survivor expectancy
     computed using the expected return multiples in Table VI of section 1.72-9
     of the Income Tax Regulations.

RESTATEMENT JANUARY 1, 1997            60                    ARTICLE VII (66776)

     Unless otherwise elected by the Participant by the time distributions are
     required to begin, life expectancies shall be recalculated annually. Such
     election shall be irrevocable as to the Participant and shall apply to all
     subsequent years. The life expectancy of a nonspouse Beneficiary may not be
     recalculated.

     LIFE EXPECTANCY means life expectancy computed using the expected return
     multiples in Table V of section 1.72-9 of the Income Tax Regulations.

     Unless otherwise elected by the Participant (or spouse, in the case of
     distributions described in (e)(2)(ii) of the DISTRIBUTION REQUIREMENTS
     SECTION of this article) by the time distributions are required to begin,
     life expectancy shall be recalculated annually. Such election shall be
     irrevocable as to the Participant (or spouse) and shall apply to all
     subsequent years. The life expectancy of a nonspouse Beneficiary may not be
     recalculated.

     PARTICIPANT'S BENEFIT means:

     (a)  The Account balance as of the last Valuation Date in the calendar year
          immediately preceding the Distribution Calendar Year (valuation
          calendar year) increased by the amount of any contributions or
          forfeitures allocated to the Account balance as of the dates in the
          valuation calendar year after the Valuation Date and decreased by
          distributions made in the valuation calendar year after the Valuation
          Date.

     (b)  Exception for Second Distribution Calendar Year. For purposes of (a)
          above, if any portion of the minimum distribution for the first
          Distribution Calendar Year is made in the second Distribution Calendar
          Year on or before the Required Beginning Date, the amount of the
          minimum distribution made in the second Distribution Calendar Year
          shall be treated as if it had been made in the immediately preceding
          Distribution Calendar Year.

     REQUIRED BEGINNING DATE means, for a Participant who is a 5-percent Owner,
     the April 1 of the calendar year following the calendar year in which he
     attains age 70 1 /2.

     Required Beginning Date means, for any Participant who is not a 5-percent
     Owner, the April 1 of the calendar year following the later of the calendar
     year in which he attains age 70 1/2 or the calendar year in which he
     retires.

     The preretirement age 70 1/2 distribution option is only eliminated with
     respect to Participants who reach age 70 1/2 in or after a calendar year
     that begins after the later of December 31, 1998, or the adoption date of
     the amendment which eliminated such option. The preretirement age 70 1/2
     distribution is an optional form of benefit under which benefits payable in
     a particular distribution form (including any modifications that may be
     elected after benefits begin) begin at a time during the period that begins
     on or after January 1 of the calendar year in which the Participant attains
     age 70 1/2 and ends April 1 of the immediately following calendar year.

     The options available for Participants who are not 5-percent Owners and
     attained age 70 1/2 in calendar years before the calendar year that begins
     after the later of December 31, 1998, or the adoption date of the amendment
     which eliminated the preretirement age 70 1/2 distribution shall be the
     following. Any such Participant attaining age 70 1/2 in years after 1995
     may elect by April 1 of the calendar year following the calendar year in
     which he attained age 70 1/2 (or by December 31,

RESTATEMENT JANUARY 1, 1997            61                    ARTICLE VII (66776)

     1997 in the case of a Participant attaining age 70 1/2 in 1996) to defer
     distributions until the calendar year following the calendar year in which
     he retires. Any such Participant attaining age 70 1 /2 in years prior to
     1997 may elect to stop distributions which are not purchased annuities and
     recommence by the April 1 of the calendar year following the year in which
     he retires. There shall be a new Annuity Starting Date upon recommencement.

SECTION 7.03--DISTRIBUTION REQUIREMENTS.

     (a)  General Rules.

          (1)  Subject to the AUTOMATIC FORMS OF DISTRIBUTION SECTION of Article
               VI, joint and survivor annuity requirements, the requirements of
               this article shall apply to any distribution of a Participant's
               interest and shall take precedence over any inconsistent
               provisions of this Plan. Unless otherwise specified, the
               provisions of this article apply to calendar years beginning
               after December 31, 1984.

          (2)  All distributions required under this article shall be determined
               and made in accordance with the proposed regulations under Code
               Section 401(a)(9), including the minimum distribution incidental
               benefit requirement of section 1.401(a)(9)-2 of the proposed
               regulations.

     (b)  Required Beginning Date. The entire interest of a Participant must be
          distributed or begin to be distributed no later than the Participant's
          Required Beginning Date.

     (c)  Limits on Distribution Periods. As of the first Distribution Calendar
          Year, distributions, if not made in a single sum, may only be made
          over one of the following periods (or combination thereof):

          (1)  the life of the Participant,

          (2)  the life of the Participant and a Designated Beneficiary,

          (3)  a period certain not extending beyond the Life Expectancy of the
               Participant, or

          (4)  a period certain not extending beyond the Joint ad Last Survivor
               Expectancy of the Participant and a Designated Beneficiary.

     (d)  Determination of Amount to be Distributed Each Year. If the
          Participant's interest is to be distributed in other than a single
          sum, the following minimum distribution rules shall apply on or after
          the Required Beginning Date:

          (1)  Individual Account.

               (i)   If a Participant's Benefit is to be distributed over

                     A.  a period not extending beyond the Life Expectancy of
                         the Participant or the Joint Life and Last Survivor
                         Expectancy of the Participant and the Participant's
                         Designated Beneficiary, or

RESTATEMENT JANUARY 1, 1997            62                    ARTICLE VII (66776)

                     B.  a period not extending beyond the Life Expectancy of
                         the Designated Beneficiary,

                     the amount required to be distributed for each calendar
                     year beginning with the distributions for the first
                     Distribution Calendar Year, must be at least equal to the
                     quotient obtained by dividing the Participant's Benefit by
                     the Applicable Life Expectancy.

               (ii)  For calendar years beginning before January 1, 1989, if the
                     Participant's spouse is not the Designated Beneficiary, the
                     method of distribution selected must assure that at least
                     50 percent of the present value of the amount available for
                     distribution is paid within the Life Expectancy of the
                     Participant.

               (iii) For calendar years beginning after December 31, 1988, the
                     amount to be distributed each year, beginning with
                     distributions for the first Distribution Calendar Year
                     shall not be less than the quotient obtained by dividing
                     the Participant's Benefit by the lesser of:

                     A.  the Applicable Life Expectancy, or

                     B.  if the Participant's spouse is not the Designated
                         Beneficiary, the applicable divisor determined from the
                         table set forth in Q&A-4 of section 1.401(a)(9)-2 of
                         the proposed regulations.

                     Distributions after the death of the Participant shall be
                     distributed using the Applicable Life Expectancy in (1)(i)
                     above as the relevant divisor without regard to section
                     1.401(a)(9)-2 of the proposed regulations.

               (iv)  The minimum distribution required for the Participant's
                     first Distribution Calendar Year must be made on or before
                     the Participant's Required Beginning Date. The minimum
                     distribution for other calendar years, including the
                     minimum distribution for the Distribution Calendar Year in
                     which the Participant's Required Beginning Date occurs,
                     must be made on or before December 31 of that Distribution
                     Calendar Year.

          (2)  Other Forms. If the Participant's Benefit is distributed in the
               form of an annuity purchased from an insurance company,
               distributions thereunder shall be made in accordance with the
               requirements of Code Section 401(a)(9) and the proposed
               regulations thereunder.

     (e)  Death Distribution Provisions.

          (1)  Distribution Beginning Before Death. If the Participant dies
               after distribution of his interest has begun, the remaining
               portion of such interest will continue to be distributed at least
               as rapidly as under the method of distribution being used prior
               to the Participant's death.

          (2)  Distribution Beginning After Death.
               (i)   If the Participant dies before distribution of his interest
                     begins, distribution of the Participant's entire interest
                     shall be completed by December 31 of the calendar year

RESTATEMENT JANUARY 1, 1997            63                    ARTICLE VII (66776)

                     containing the fifth anniversary of the Participant's death
                     except to the extent that an election is made to receive
                     distributions in accordance with A or B below:

                     A.  if any portion of the Participant's interest is payable
                         to a Designated Beneficiary, distributions may be made
                         over the life or over a period certain not greater than
                         the Life Expectancy of the Designated Beneficiary
                         beginning on or before December 31 of the calendar year
                         immediately following the calendar year in which the
                         Participant died;

                     B.  if the Designated Beneficiary is the Participant's
                         surviving spouse, the date distributions are required
                         to begin in accordance with A above shall not be
                         earlier than the later of:

                         1.   December 31 of the calendar year immediately
                              following the calendar year in which the
                              Participant died, or

                         2.   December 31 of the calendar year in which the
                              Participant would have attained age 70 1/2.

               (ii)  If the Participant has not made an election pursuant to
                     this (e)(2) by the time of his death, the Participant's
                     Designated Beneficiary must elect the method of
                     distribution no later than the earlier of:

                     A.  December 31 of the calendar year in which distributions
                         would be required to begin under this subparagraph, or

                     B.  December 31 of the calendar year which contains the
                         fifth anniversary of the date of death of the
                         Participant.

               (iii) If the Participant has no Designated Beneficiary, or if the
                     Designated Beneficiary does not elect a method of
                     distribution, distribution of the Participant's entire
                     interest must be completed by December 31 of the calendar
                     year containing the fifth anniversary of the Participant's
                     death.

          (3)  For purposes of (e)(2) above, if the surviving spouse dies after
               the Participant, but before payments to such spouse begin, the
               provisions of (e)(2) above, with the exception of (e)(2)(i)(B)
               therein, shall be applied as if the surviving spouse were the
               Participant.

          (4)  For purposes of this (e), distribution of a Participant's
               interest is considered to begin on the Participant's Required
               Beginning Date (or if (e)(3) above is applicable, the date
               distribution is required to begin to the surviving spouse
               pursuant to (e)(2) above). If distribution in the form of an
               annuity irrevocably begins to the Participant before the Required
               Beginning Date, the date distribution is considered to begin is
               the date distribution actually begins.

RESTATEMENT JANUARY 1, 1997            64                    ARTICLE VII (66776)

                                  ARTICLE VIII

                             TERMINATION OF THE PLAN

     The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions
constitutes complete termination of the Plan.

     The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of the Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial termination of
the Plan. The Participant's Account shall continue to participate in the
earnings credited, expenses charged, and any appreciation or depreciation of the
Investment Fund until his Vested Account is distributed.

     A Participant's Account which does not result from the Contributions listed
below may be distributed to the Participant after the effective date of the
complete termination of the Plan:

     Elective Deferral Contributions
     Qualified Nonelective Contributions

A Participant's Account resulting from such Contributions may be distributed
upon complete termination of the Plan, but only if neither the Employer nor any
Controlled Group member maintain or establish a successor defined contribution
plan (other than an employer stock ownership plan as defined in Code Section
4975(e)(7), a simplified employee pension plan as defined in Code Section 408(k)
or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is
made in a lump sum. A distribution under this article shall be a retirement
benefit and shall be distributed to the Participant according to the provisions
of Article VI.

     Upon complete termination of the Plan, no more Employees shall become
Participants and no more Contributions shall be made.

     The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.

RESTATEMENT JANUARY 1, 1997            65                   ARTICLE VIII (66776)

                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

     Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to which any
Participant, Beneficiary, spouse or Contingent Annuitant may become entitled.
The Plan Administrator's decisions upon all matters within the scope of its
authority shall be final. Benefits under this Plan will be paid only if the Plan
Administrator decides in his discretion that the Participant, Beneficiary,
spouse, or Contingent Annuitant is entitled to them.

     Unless otherwise set out in the Plan or Group Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

     The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules and
procedures to be followed by Claimants in filing claims for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Plan.

SECTION 9.02--PENSION PLAN INVESTMENT COMMITTEE.

     The Pension Plan Investment Committee of Principal Life Insurance Company
shall consist of a chairperson and other members appointed by the Chief
Executive Officer who shall serve until appointment of a successor or
resignation and without compensation for services as such.

     All expenses incurred shall be paid by the Employer.

     The Committee shall establish a periodical review of the investment policy
with respect to Plan assets, and shall periodically report to the Management
Resources Committee.

     All acts and determinations of the Committee shall be duly recorded and all
such records shall be preserved in its custody.

SECTION 9.03--EXPENSES.

     Expenses of the Plan, to the extent that the Employer does not pay such
expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Such expenses include, but are

RESTATEMENT JANUARY 1, 1997            66                     ARTICLE IX (66776)

not limited to, expenses for bonding required by ERISA; expenses for
recordkeeping and other administrative services; fees and expenses of the
Trustee or Annuity Contract; expenses for investment education service; and
direct costs that the Employer incurs with respect to the Plan.

SECTION 9.04--RECORDS.

     All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

     Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 9.05--INFORMATION AVAILABLE.

     Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan, the
Group Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator shall
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 9.06--CLAIM AND APPEAL PROCEDURES.

     A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

     If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

     The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.

     If the Claimant appeals to the Plan Administrator, the Claimant (or his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are

RESTATEMENT JANUARY 1, 1997            67                     ARTICLE IX (66776)

pertinent. The Claimant (or his authorized representative) may review pertinent
Plan documents. The Plan Administrator shall reexamine all facts related to the
appeal and make a final determination as to whether the denial of benefits is
justified under the circumstances. The Plan Administrator shall advise the
Claimant of its decision within 60 days of his written request for review,
unless special circumstances (such as a hearing) would make rendering a decision
within the 60-day limit unfeasible. The Claimant must be notified within the
60-day limit if an extension is necessary. The Plan Administrator shall render a
decision on a claim for benefits no later than 120 days after the request for
review is received.

SECTION 9.07--DELEGATION OF AUTHORITY.

     All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.

SECTION 9.08--EXERCISE OF DISCRETIONARY AUTHORITY.

     The Employer, Plan Administrator, and any other person or entity who has
authority with respect to the management, administration, or investment of the
Plan may exercise that authority in its/his full discretion, subject only to the
duties imposed under ERISA. This discretionary authority includes, but is not
limited to, the authority to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law; and will not be overturned or set
aside by any court of law unless found to be arbitrary and capricious or made in
bad faith.

RESTATEMENT JANUARY 1, 1997            68                     ARTICLE IX (66776)

                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

     The Board of Directors of the Employer reserves the right and authority to
amend the Plan provisions from time to time. In most instances, this authority
has been delegated to the Management Resources Committee who may amend this Plan
at any time, including any remedial retroactive changes (within the time
specified by Internal Revenue Service regulations), to comply with any law or
regulation issued by any governmental agency to which the Plan is subject.

     An amendment may not diminish or adversely affect any accrued interest or
benefit of Participants or their Beneficiaries or eliminate an optional form of
distribution with respect to benefits attributable to service before the
amendment nor allow reversion or diversion of Plan assets to the Employer at any
time, except as may be required to comply with any law or regulation issued by
any governmental agency to which the Plan is subject.

     No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit. However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's Account or eliminating an optional form of benefit, with respect
to benefits attributable to service before the amendment shall be treated as
reducing an accrued benefit. Furthermore, if the vesting schedule of the Plan is
amended, in the case of an Employee who is a Participant as of the later of the
date such amendment is adopted or the date it becomes effective, the
nonforfeitable 'percentage (determined as of such date) of such Employee's right
to his employer-derived accrued benefit shall not be less than his percentage
computed under the Plan without regard to such amendment.

     If, as a result of an amendment, an Employer Contribution is removed that
is not 100% immediately vested when made, the applicable vesting schedule shall
remain in effect after the date of such amendment. The Participant shall not
become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

     An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article XI, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

     (a)  who has completed at least three Years of Service on the date the
          election period described below ends (five Years of Service if the
          Participant does not have at least one Hour-of-Service in a Plan Year
          beginning after December 31, 1988) and

     (b)  whose nonforfeitable percentage will be determined on any date after
          the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. If

RESTATEMENT JANUARY 1, 1997            69                      ARTICLE X (66776)

after the Plan is changed, the Participant's nonforfeitable percentage will at
all times be as great as it would have been if the change had not been made, no
election needs to be provided. The election period shall begin no later than the
date the Plan amendment is adopted, or deemed adopted in the case of a change in
the top-heavy status of the Plan, and end no earlier than the 60th day after the
latest of the date the amendment is adopted (deemed adopted) or becomes
effective, or the date the Participant is issued written notice of the amendment
(deemed amendment) by the Employer or the Plan Administrator.

SECTION 10.02--DIRECT ROLLOVERS.

     This section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this section, a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Rollover.

SECTION 10.03--MERGERS AND DIRECT TRANSFERS.

     The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation, or transfer (if this Plan had then
terminated). The Employer may enter into merger agreements or direct transfer of
assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement. The Employer shall not consent to, or be a party to
a merger, consolidation, or transfer of assets with a defined benefit plan if
such action would result in a defined benefit.

     Notwithstanding any provision of the Plan to the contrary, to the extent
any optional form of benefit under the Plan permits a distribution prior to the
Employee's retirement, death, disability, or severance from employment, and
prior to plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of Code
Section 414(l), to this Plan from a money purchase pension plan qualified under
Code Section 401(a) (other than any portion of those assets and liabilities
attributable to voluntary employee contributions).

     The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee and he may not make Participant Contributions, until the
time he meets all of the requirements to become an Active Participant.

     The Plan shall hold, administer, and distribute the transferred assets as a
part of the Plan. The Plan shall maintain a separate account for the benefit of
the Employee on whose behalf the Plan accepted the transfer in order to reflect
the value of the transferred assets.

     Unless a transfer of assets to the Plan is an elective transfer, the Plan
shall apply the optional forms of benefit protections described in the
AMENDMENTS SECTION of this article to all transferred assets.

RESTATEMENT JANUARY 1, 1997            70                      ARTICLE X (66776)

     A transfer is elective if: (i) the transfer is voluntary, under a fully
informed election by the Participant; (ii) the Participant has an alternative
that retains his Code Section 411(d)(6) protected benefits (including an option
to leave his benefit in the transferor plan, if that plan is not terminating);
(iii) if the transferor plan is subject to Code Sections 401(a)(11) and 417, the
transfer satisfies the applicable spousal consent requirements of the Code; (iv)
the notice requirements under Code Section 417, requiring a written explanation
with respect to an election not to receive benefits in the form of a qualified
joint and survivor annuity, are met with respect to the Participant and spousal
transfer election; (v) the Participant has a right to immediate distribution
from the transferor plan under provisions in the plan not inconsistent with Code
Section 401(a); (vi) the transferred benefit is equal to the Participant's
entire nonforfeitable accrued benefit under the transferor plan, calculated to
be at least the greater of the single sum distribution provided by the
transferor plan (if any) or the present value of the Participant's accrued
benefit under the transferor plan payable at the plan's normal retirement age
and calculated using an interest rate subject to the restrictions of Code
Section 417(e) and subject to the overall limitations of Code Section 415; (vii)
the Participant has a 100% nonforfeitable interest in the transferred benefit;
and (viii) the transfer otherwise satisfies applicable Treasury regulations.

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

     The obligations of an Insurer shall be governed solely by the provisions of
the Annuity Contract. The Insurer shall not be required to perform any act not
provided in or contrary to the provisions of the Annuity Contract. Each Annuity
Contract when purchased shall comply with the Plan. See the CONSTRUCTION SECTION
of this article.

     Any issuer or distributor of investment contracts or securities is governed
solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the
Trustee with regard to such investment contracts or securities.

     Such Insurer, issuer or distributor is not a party to the Plan, nor bound
in any way by the Plan provisions. Such parties shall not be required to look to
the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

     Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 10.05--EMPLOYMENT STATUS.

     Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.

SECTION 10.06--RIGHTS TO PLAN ASSETS.

     An Employee shall not have any right to or interest in any assets of the
Plan upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee according to the Plan provisions.

RESTATEMENT JANUARY 1, 1997            71                      ARTICLE X (66776)

     Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the
Insurer, the Trustee, and the Employer arising under or by virtue of the Plan.

SECTION 10.07--BENEFICIARY.

     Each Participant may name a Beneficiary to receive any death benefit (other
than any income payable to a Contingent Annuitant) that may arise out of his
participation in the Plan. The Participant may change his Beneficiary from time
to time. Unless a qualified election has been made, for purposes of distributing
any death benefits before the Participant's Retirement Date, the Beneficiary of
a Participant who has a spouse who is entitled to a Qualified Preretirement
Survivor Annuity shall be the Participant's spouse. The Participant's
Beneficiary designation and any change of Beneficiary shall be subject to the
provisions of the ELECTION PROCEDURES SECTION of Article VI. It is the
responsibility of the Participant to give written notice to the Insurer of the
name of the Beneficiary on a form furnished for that purpose.

     With the Employer's consent, the Plan Administrator may maintain records of
Beneficiary designations for Participants before their Retirement Dates. In that
event, the written designations made by Participants shall be filed with the
Plan Administrator. If a Participant dies before his Retirement Date, the Plan
Administrator shall certify to the Insurer the Beneficiary designation on its
records for the Participant.

     If there is no Beneficiary named or surviving when a Participant dies, the
Participant's Beneficiary shall be the Participant's surviving spouse, or where
there is no surviving spouse, the executor or administrator of the Participant's
estate.

SECTION 10.08--NONALIENATION OF BENEFITS.

     Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, spouse or Contingent Annuitant. A
Participant, Beneficiary, spouse or Contingent Annuitant does not have any
rights to alienate, anticipate, commute, pledge, encumber, or assign any of such
benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V. The preceding sentences shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant according to a domestic relations order, unless such order is
determined by the Plan Administrator to be a qualified domestic relations order,
as defined in Code Section 414(p), or any domestic relations order entered
before January 1, 1985. The preceding sentences shall not apply to any offset of
a Participant's benefits provided under the Plan against an amount the
Participant is required to pay the Plan with respect to a judgement, order, or
decree issued, or a settlement entered into, on or after August 5, 1997, which
meets the requirements of Code Sections 401(a)(13)(C) or (D).

SECTION 10.09--CONSTRUCTION.

     The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

RESTATEMENT JANUARY 1, 1997            72                      ARTICLE X (66776)

     In the event of any conflict between the provisions of the Plan and the
terms of any Annuity Contract issued hereunder, the provisions of the Plan
control.

SECTION 10.10--LEGAL ACTIONS.

     No person employed by the Employer, no Participant, former Participant, or
their Beneficiaries, or any other person having or claiming to have an interest
in the Plan is entitled to any notice of process. A final judgment entered in
any such action or proceeding shall be binding and conclusive on all persons
having or claiming to have an interest in the Plan.

SECTION 10.11--SMALL AMOUNTS.

     If consent of the Participant is not required for a benefit which is
immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a
Participant's entire Vested Account shall be paid in a single sum as of the
earliest of his Retirement Date, the date he dies, or the date he ceases to be
an Employee for any other reason. For purposes of this section, if the
Participant's Vested Account is zero, the Participant shall be deemed to have
received a distribution of such Vested Account. If a Participant would have
received a distribution under the first sentence of this paragraph but for the
fact that the Participant's consent was needed to distribute a benefit which is
immediately distributable, and if at a later time consent would not be needed to
distribute a benefit which is immediately distributable and such Participant has
not again become an Employee, such Vested Account shall be paid in a single sum.
This is a small amounts payment.

     If a small amounts payment is made as of the date the Participant dies, the
small amounts payment shall be made to the Participant's Beneficiary (spouse if
the death benefit is payable to the spouse). If a small amounts payment is made
while the Participant is living, the small amounts payment shall be made to the
Participant. The small amounts payment is in full settlement of benefits
otherwise payable.

     No other small amounts payments shall be made.

SECTION 10.12--WORD USAGE.

     The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words, as used in this Plan, may include the plural,
unless the context indicates otherwise.

     The words in writing and written, where used in this Plan, shall include
any other forms, such as voice response or other electronic system, as permitted
by any governmental agency to which the Plan is subject.

SECTION 10.13--CHANGE IN SERVICE METHOD.

     (a)  Change of Service Method Under This Plan. If this Plan is amended to
          change the method of crediting service from the elapsed time method to
          the hours method for any purpose under this Plan, the Employee's
          service shall be equal to the sum of (1), (2), and (3) below:

          (1)  The number of whole years of service credited to the Employee
               under the Plan as of the date the change is effective.

RESTATEMENT JANUARY 1, 1997            73                      ARTICLE X (66776)

          (2)  One year of service for the applicable computation period in
               which the change is effective if he is credited with the required
               number of Hours-of-Service. If the Employer does not have
               sufficient records to determine the Employee's actual
               Hours-of-Service in that part of the service period before the
               effective date of the change, the Hours-of-Service shall be
               determined using an equivalency. For any month in which he would
               be required to be credited with one Hour-of-Service, the Employee
               shall be deemed for purposes of this section to be credited with
               190 Hours-of-Service.

          (3)  The Employee's service determined under this Plan using the hours
               method after the end of the computation period in which the
               change in service method was effective.

          If this Plan is amended to change the method of crediting service from
          the hours method to the elapsed time method for any purpose under this
          Plan, the Employee's service shall be equal to the sum of (4), (5),
          and (6) below:

          (4)  The number of whole years of service credited to the Employee
               under the Plan as of the beginning of the computation period in
               which the change in service method is effective.

          (5)  the greater of (i) the service that would be credited to the
               Employee for that entire computation period using the elapsed
               time method or (ii) the service credited to him under the Plan as
               of the date the change is effective.

          (6)  The Employee's service determined under this Plan using the
               elapsed time method after the end of the applicable computation
               period in which the change in service method was effective.

     (b)  Transfers Between Plans with Different Service Methods. If an Employee
          has been a participan in another plan of the Employer which credited
          service under the elapsed time method for any purpose which under this
          Plan is determined using the hours method, then the Employee's service
          shall be equal to the sum of (1), (2), and (3) below:

          (1)  The number of whole years of service credited to the Employee
               under the plan as of the date he became an Eligible Employee
               under this Plan.

          (2)  One year of service for the applicable computation period in
               which he became an Eligible Employee if he is credited with the
               required number of Hours-of-Service. If the Employer does not
               have sufficient records to determine the Employee's actual
               Hours-of-Service in that part of the service period before the
               date he became an Eligible Employee, the Hours-of-Service shall
               be determined using an equivalency. For any month in which he
               would be required to be credited with one Hour-of-Service, the
               Employee shall be deemed for purposes of this section to be
               credited with 190 Hours-of-Service.

          (3)  The Employee's service determined under this Plan using the hours
               method after the end of the computation period in which he became
               an Eligible Employee.

          If an Employee has been a participant in another plan of the Employer
          which credited service under the hours method for any purpose which
          under this Plan is determined using the elapsed time method, then the
          Employee's service shall be equal to the sum of (4), (5), and (6)
          below:

RESTATEMENT JANUARY 1, 1997            74                      ARTICLE X (66776)

          (4)  The number of whole years of service credited to the Employee
               under the other plan as of the beginning of the computation
               period under that plan in which he became an Eligible Employee
               under this Plan.

          (5)  The greater of (i) the service that would be credited to the
               Employee for that entire computation period using the elapsed
               time method or (ii) the service credited to him under the other
               plan as of the date he became an Eligible Employee under this
               Plan.

          (6)  The Employee's service determined under this Plan using the
               elapsed time method after the end of the applicable computation
               period under the other plan in which he became an Eligible
               Employee.

     If an Employee has been a participant in a Controlled Group member's plan
which credited service under a different method than is used in this Plan, in
order to determine entry and vesting, the provisions in (b) above shall apply as
though the Controlled Group member's plan were a plan of the Employer.

     Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section.

SECTION 10.14--MILITARY SERVICE.

     Notwithstanding any provision of this Plan to the contrary, the Plan shall
provide contributions, benefits, and service credit with respect to qualified
military service in accordance with Code Section 414(u). Loan repayments shall
be suspended under this Plan as permitted under Code Section 414(u).

RESTATEMENT JANUARY 1, 1997            75                      ARTICLE X (66776)

                                   ARTICLE XI

                           TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01--APPLICATION.

     The provisions of this article shall supersede all other provisions in the
Plan to the contrary.

     For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer, as used in this article, shall be deemed to include all
members of the Controlled Group, unless the term as used clearly indicates only
the Employer is meant.

     The accrued benefit or account of a participant which results from
deductible employee contributions shall not be included for any purpose under
this article.

     The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are employees who are owners, officers, or
executives.

SECTION 11.02--DEFINITIONS.

     For purposes of this article the following terms are defined:

     AGGREGATION GROUP means:

     (a)  each of the Employer's qualified plans in which a Key Employee is a
          participant during the Plan Year containing the Determination Date
          (regardless of whether the plan was terminated) or one of the four
          preceding Plan Years,

     (b)  each of the Employer's other qualified plans which allows the plan(s)
          described in (a) above to meet the nondiscrimination requirement of
          Code Section 401(a)(4) or the minimum coverage requirement of Code
          Section 410, and

     (c)  any of the Employer's other qualified plans not included in (a) or (b)
          above which the Employer desires to include as part of the Aggregation
          Group. Such a qualified plan shall be included only if the Aggregation
          Group would continue to satisfy the requirements of Code Section
          401(a)(4) and Code Section 410.

     The plans in (a) and (b) above constitute the "required" Aggregation Group.
     The plans in (a), (b), and (c) above constitute the "permissive"
     Aggregation Group.

RESTATEMENT JANUARY 1, 1997            76                     ARTICLE XI (66776)

     COMPENSATION means compensation as defined in the CONTRIBUTION LIMITATION
     SECTION of Article Ill. For purposes of determining who is a Key Employee
     in years beginning before January 1, 1998, Compensation shall include, in
     addition to compensation as defined in the CONTRIBUTION LIMITATION SECTION
     of Article III, elective contributions. Elective contributions are amounts
     excludible from the gross income of the Employee under Code Sections 125,
     402(e)(3), 402(h)(1)(B), or 403(b), and contributed by the Employer, at the
     Employee's election, to a Code Section 401(k) arrangement, a simplified
     employee pension, cafeteria plan, or tax-sheltered annuity. Elective
     contributions also include amounts deferred under a Code Section 457 plan
     maintained by the Employer,

     DETERMINATION DATE means as to any plan, for any plan year subsequent to
     the first plan year, the last day of the preceding plan year. For the first
     plan year of the plan, the last day of that year.

     KEY EMPLOYEE means any Employee or former Employee (and the Beneficiaries
     of such Employee) who at any time during the determination period was:

     (a)  an officer of the Employer if such individual's annual Compensation
          exceeds 50 percent of the dollar limitation under Code Section
          415(b)(1)(A).

     (b)  an owner (or considered an owner under Code Section 318) of one of the
          ten largest interests in the Employer if such individual's annual
          Compensation exceeds 100 percent of the dollar limitation under Code
          Section 415(c)(1)(A).

     (c)  a 5-percent owner of the Employer, or

     (d)  a 1-percent owner of the Employer who has annual Compensation of more
          than $150,000.

     The determination period is the Plan Year containing the Determination Date
     and the four preceding Plan Years.

     The determination of who is a Key Employee shall be made according to Code
     Section 416(i)(1) and the regulations thereunder.

     NON-KEY EMPLOYEE means any Employee who is not a Key Employee.

     PRESENT VALUE means the present value of a participant's accrued benefit
     under a defined benefit plan. For purposes of establishing Present Value to
     compute the Top-heavy Ratio, any benefit shall be discounted only for 7.5%
     interest and mortality according to the 1971 Group Annuity Table (Male)
     without the 7% margin but with projection by Scale E from 1971 to the later
     of (a) 1974, or (b) the year determined by adding the age to 1920, and
     wherein for females the male age six years younger is used.

     TOP-HEAVY PLAN means a plan which is top-heavy for any plan year beginning
     after December 31, 1983. This Plan shall be top-heavy if any of the
     following conditions exist:

     (a)  The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is
          not part of any required Aggregation Group or permissive Aggregation
          Group.

     (b)  This Plan is a part of a required Aggregation Group, but not part of a
          permissive Aggregation Group, and the Top-heavy Ratio for the required
          Aggregation Group exceeds 60 percent.

RESTATEMENT JANUARY 1, 1997            77                     ARTICLE XI (66776)

     (c)  This Plan is a part of a required Aggregation Group and part of a
          permissive Aggregation Group and the Top-heavy Ratio for the
          permissive Aggregation Group exceeds 60 percent.

     TOP-HEAVY RATIO means:

     (a)  If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan) and the Employer has
          not maintained any defined benefit plan which during the five-year
          period ending on the Determination Date(s) has or has had accrued
          benefits, the Top-heavy Ratio for this Plan alone or for the required
          or permissive Aggregation Group, as appropriate, is a fraction, the
          numerator of which is the sum of the account balances of all Key
          Employees as of the Determination Date(s) (including any part of any
          account balance distributed in the five-year period ending on the
          Determination Date(s)), and the denominator of which is the sum of all
          account balances (including any part of any account balance
          distributed in the five-year period ending on the Distribution
          Date(s)), both computed in accordance with Code Section 416 and the
          regulations thereunder. Both the numerator and denominator of the
          Top-heavy Ratio are increased to reflect any contribution not actually
          made as of the Determination Date, but which is required to be taken
          into account on that date under Code Section 416 and the regulations
          thereunder.

     (b)  If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan) and the Employer
          maintains or has maintained one or more defined benefit plans which
          during the five-year period ending on the Determination Date(s) has or
          has had accrued benefits, the Top-heavy Ratio for any required or
          permissive Aggregation Group, as appropriate, is a fraction, the
          numerator of which is the sum of the account balances under the
          aggregated defined contribution plan or plans of all Key Employees
          determined in accordance with (a) above, and the Present Value of
          accrued benefits under the aggregated defined benefit plan or plans
          for all Key Employees as of the Determination Date(s), and the
          denominator of which is the sum of the account balances under the
          aggregated defined contribution plan or plans for all participants,
          determined in accordance with (a) above, and the Present Value of
          accrued benefits under the defined benefit plan or plans for all
          participants as of the Determination Date(s), all determined in
          accordance with Code Section 416 and the regulations thereunder. The
          accrued benefits under a defined benefit plan in both the numerator
          and denominator of the Top-heavy Ratio are increased for any
          distribution of an accrued benefit made in the five-year period ending
          on the Determination Date.

     (c)  For purposes of (a) and (b) above, the value of account balances and
          the Present Value of accrued benefits will be determined as of the
          most recent Valuation Date that falls within or ends with the 12-month
          period ending on the Determination Date, except as provided in Code
          Section 416 and the regulations thereunder for the first and second
          plan years of a defined benefit plan. The account balances and accrued
          benefits of a participant (i) who is not a Key Employee but who was a
          Key Employee in a prior year or (ii) who has not been credited with at
          least an hour of service with any employer maintaining the plan at any
          time during the five-year period ending on the Determination Date will
          be disregarded. The calculation of the Top-heavy Ratio and the extent
          to which distributions, rollovers, and transfers are taken into
          account will be made in accordance with Code Section 416 and the
          regulations thereunder. Deductible employee contributions will not be
          taken into account for purposes of computing the Top-heavy Ratio. When
          aggregating

RESTATEMENT JANUARY 1, 1997            78                     ARTICLE XI (66776)

          plans, the value of account balances and accrued benefits will be
          calculated with reference to the Determination Dates that fall within
          the same calendar year.

          The accrued benefit of a participant other than a Key Employee shall
          be determined under (i) the method, if any, that uniformly applies for
          accrual purposes under all defined benefit plans maintained by the
          Employer, or (ii) if there is no such method, as if such benefit
          accrued not more rapidly than the slowest accrual rate permitted under
          the fractional rule of Code Section 411(b)(1)(C).

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

          If a Participant's Vesting Percentage determined under Article I is
not at least as great as his Vesting Percentage would be if it were determined
under a schedule permitted in Code Section 416, the following shall apply.
During any Plan Year in which the Plan is a Top-heavy Plan, the Participant's
Vesting Percentage shall be the greater of the Vesting Percentage determined
under Article I or the schedule below.

               VESTING SERVICE              NONFORFEITABLE
                (whole years)                 PERCENTAGE

                 Less than 1                       0
                      1                           20
                      2                           40
                      3                           60
                      4                           80
                  5 or more                      100

          The schedule above shall not apply to Participants who are not
credited with an Hour-of-Service after the Plan first becomes a Top-heavy Plan.
The Vesting Percentage determined above applies to the portion of the
Participant's Account which is multiplied by a Vesting Percentage to determine
his Vested Account, including benefits accrued before the effective date of Code
Section 416 and benefits accrued before this Plan became a Top-heavy Plan.

          If, in a later Plan Year, this Plan is not a Top-heavy Plan, a
Participant's Vesting Percentage shall be determined under Article I. A
Participant's Vesting Percentage determined under either Article I or the
schedule above shall never be reduced and the election procedures of the
AMENDMENTS SECTION of Article X shall apply when changing to or from the
schedule as though the automatic change were the result of an amendment.

          The part of the Participant's Vested Account resulting from the
minimum contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS
SECTION of this article (to the extent required to be nonforfeitable under Code
Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D).

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

          During any Plan Year in which this Plan is a Top-heavy Plan, the
Employer shall make a minimum contribution or allocation as of the last day of
the Plan Year for each Non-key Employee who is an Employee on the last day of
the Plan Year and who was an Active Participant at any time during the Plan
Year. A Non-key Employee is not required to have a minimum number of
Hours-of-Service or minimum amount of Compensation

RESTATEMENT JANUARY 1, 1997            79                     ARTICLE XI (66776)

in order to be entitled to this minimum. A Non-key Employee who fails to be an
Active Participant merely because his Compensation is less than a stated amount
or merely because of a failure to make mandatory participant contributions or,
in the case of a cash or deferred arrangement, elective contributions shall be
treated as if he were an Active Participant. The minimum is the lesser of (a) or
(b) below:

     (a)  3 percent of such person's Compensation for such Plan Year.

     (b)  The "highest percentage" of Compensation for such Plan Year at which
          the Employer's contributions are made for or allocated to any Key
          Employee. The highest percentage shall be determined by dividing the
          Employer Contributions made for or allocated to each Key Employee
          during the Plan Year by the amount of his Compensation for such Plan
          Year, and selecting the greatest quotient (expressed as a percentage).
          To determine the highest percentage, all of the Employer's defined
          contribution plans within the Aggregation Group shall be treated as
          one plan. The minimum shall be the amount in (a) above if this Plan
          and a defined benefit plan of the Employer are required to be included
          in the Aggregation Group and this Plan enables the defined benefit
          plan to meet the requirements of Code Section 401(a)(4) or 410.

     For purposes of (a) and (b) above, Compensation shall be limited by Code
Section 401(a)(17).

     If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution or reallocation shall be required-. If the Employer's
total contributions and allocations are less than the minimum above, the
Employer shall contribute the difference for the Plan Year.

     The minimum contribution or allocation applies to all of the Employer's
defined contribution plans in the aggregate which are Top-heavy Plans. A minimum
allocation under a profit sharing plan shall be made without regard to whether
or not the Employer has profits.

     If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under another defined contribution plan of the
Employer's which is a Top-heavy Plan during that same Plan Year, any additional
contribution required to meet the minimum above shall be provided in this Plan.

     If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy Plan during that same Plan Year, the minimum benefits for
him shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis equal to the lesser
of:

     (c)  2 percent of his average pay multiplied by his years of service, or

     (d)  20 percent of his average pay.

Average pay and years of service shall have the meaning set forth in such
defined benefit plan for this purpose.

     For purposes of this section, any employer contribution made according to a
salary reduction or similar arrangement and employer contributions which are
matching contributions, as defined in Code Section 401(m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.

RESTATEMENT JANUARY 1, 1997            80                     ARTICLE XI (66776)

     The requirements of this section shall be met without regard to any Social
Security contribution.

SECTION 11.05--MODIFICATION OF CONTRIBUTION LIMITATION.

     If the provisions of subparagraph (g) of the CONTRIBUTION LIMITATION
SECTION of Article III are applicable for any Limitation Year during which this
Plan is a Top-heavy Plan, the contribution limitations shall be modified. The
definitions of Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be modified
by substituting "100 percent" in lieu of "125 percent." In addition, an
adjustment shall be made to the numerator of the Defined Contribution Plan
Fraction. The adjustment is a reduction of that numerator similar to the
modification of the Defined Contribution Plan Fraction described in the
CONTRIBUTION LIMITATION SECTION of Article III, and shall be made with respect
to the last Plan Year beginning before January 1, 1984.

     The modifications in the paragraph above shall not apply with respect to a
Participant so long as employer contributions, forfeitures, or nondeductible
employee contributions are not credited to his account under this or any of the
Employer's other defined contribution plans and benefits do not accrue for such
Participant under the Employer's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.

     The modification of the contribution limitation shall not apply if both of
the following requirements are met:

     (a)  This Plan would not be a Top-heavy Plan if "90 percent" were
          substituted for "60 percent" in the definition of Top-heavy Plan.

     (b)  A Non-key Employee who is covered only under a defined benefit plan of
          the Employer, accrues a minimum benefit on, or adjusted to, a straight
          life basis equal to the lesser of (i) 3 percent of his average pay
          multiplied by his years of service or (ii) 30 percent of his average
          pay. Average pay and years of service shall have the meaning set forth
          in such defined benefit plan for this purpose.

          The account of a Non-key Employee who is covered only under one or
          more defined contribution plans of the Employer, is credited with a
          minimum employer contribution or allocation under such plans) equal to
          4 percent of the person's Compensation for each plan year in which the
          plan is a Top-heavy Plan.

          If a Non-key Employee is covered under both defined contribution and
          defined benefit plans of the Employer, (i) a minimum accrued benefit
          for such person equal to the amount determined above for a person who
          is covered only under a defined benefit plan is accrued in the defined
          benefit plan(s) or (ii) a minimum contribution or allocation equal to
          7.5 percent of the person's Compensation for a plan year in which the
          plans are Top-heavy Plans will be credited to his account under the
          defined contribution plans.

     This section shall cease to apply effective as of the first Limitation Year
beginning on or after January 1, 2000.

RESTATEMENT JANUARY 1, 1997            81                     ARTICLE XI (66776)

     By executing this Plan, the Primary Employer acknowledges having counseled
to the extent necessary with selected legal and tax advisors regarding the
Plan's legal and tax implications.

     Executed this _____ day of ______________________________________________,
____________.

                                        PRINCIPAL LIFE INSURANCE COMPANY

                                        By: ___________________________________

                                            ___________________________________
                                                         Title

                                               Defined Contribution Plan 8.0

RESTATEMENT JANUARY 1, 1997            82                 PLAN EXECUTION (66776)

                              PREDECESSOR EMPLOYERS

                  NAME                                     ACQUISITION DATE
                  ----                                     ----------------

Old Northwest Agents Limited Partnership                    July 1, 1998

ReliaStar Mortgage, Inc.                                    August 1, 1998

James Mortgage Corporation                                  August 1, 1998

Dental-Net, Inc.                                            August 1, 1998

RESTATEMENT JANUARY 1, 1997            83                       ADDENDUM (66776)

                                                                    EXHIBIT 99.4

                                 AMENDMENT NO. 1

             THE PRINCIPAL SELECT SAVINGS PLAN FOR INDIVIDUAL FIELD

The Plan named above gives the Company the right to amend it at any time.
According to that right, the Plan is amended as follows:

Effective September 4, 2001 or, if later, the effective date of an initial
public offering of the common stock of Principal Financial Group, Inc.:

By adding the following new sections to the Table of Contents:

         Section 6.05 - Form of Distribution from Employer Stock Fund

         Section 9.09 - Employer Stock Fund Matters

By adding the following definitions to the DEFINITIONS SECTION of Article I:

         EMPLOYER STOCK means common stock of Principal Financial Group, Inc.

         EMPLOYER STOCK FUND means an investment vehicle under the Trust
         Agreement which is part of the Investment Fund and which consists of
         Employer Stock.

By adding the following two sentences at the end of the definition of Trust
Agreement in the DEFINITIONS SECTION of Article I.

         There may be more than one Trust Agreement under the Plan. The term
         Trust Agreement as it is used in this Plan is deemed to include the
         plural unless the context clearly indicates the singular is meant.

By striking the seventh sentence in the first paragraph of the INVESTMENT AND
TIMING OF CONTRIBUTIONS SECTION of Article IV and substituting the following
sentence:

         If the Company has investment direction, such Account shall be invested
         ratably in the guaranteed benefit policy portion of the Annuity
         Contract, the investment options available under the Annuity Contract,
         or the investment vehicles available under the Trust Agreement (other
         than the Employer Stock Fund) in the same manner as the Accounts of all
         other Participants who do not direct their investments.

By adding the following paragraph at the end of the INVESTMENT AND TIMING OF
CONTRIBUTIONS SECTION of Article IV:

         The part of an Account resulting from Elective Deferral Contributions
         may be invested in the Employer Stock Fund only at the direction of a
         Participant, a Beneficiary of a deceased Participant, or an Alternate
         Payee under a qualified domestic relations order. Accordingly, the
         acquisition of Employer Stock by the Plan is exempt from the ten
         percent (10 %) limit under ERISA Section 407.

                                       1                                 (66777)

By adding the following sentence at the end of the second paragraph of the LOANS
TO PARTICIPANTS SECTION of Article V:

         No loan shall be available to a Participant from the part, if any, of
         his Vested Account that is invested in the Employer Stock Fund.

By adding the following sentence at the end of the seventh paragraph of the
LOANS TO PARTICIPANTS Section of Article V:

         For purposes of this maximum, a Participant's Vested Account includes
         the part, if any, of such Account that is invested in the Employer
         Stock Fund.

By adding the following section at the end of Article VI:

         SECTION 6.05 - - FORM OF DISTRIBUTION FROM EMPLOYER STOCK FUND.

                  For distribution purposes, the part, if any, of a
         Participant's Vested Account that is invested in the Employer Stock
         Fund will be converted to cash and the proceeds will be included in the
         annuity or cash benefit otherwise provided under the Plan. The
         Participant's Vested Account will be reduced to reflect any brokerage
         fees incurred on the sale of Employer Stock to accommodate such
         distribution.

By adding the following section at the end of Article IX:

         SECTION 9.09 - - EMPLOYER STOCK FUND MATTERS.

                  Interests in the Plan, and any shares of Employer Stock
         contributed by or purchased from the Company or its Controlled Group,
         will be registered under federal securities laws and qualified under
         applicable state securities laws. The number of shares so registered
         and qualified will be appropriately adjusted to reflect any stock
         dividends, stock splits, or other similar changes.

                  A Participant may instruct the Trustee as to how to vote
         shares of Employer Stock credited to his Account on any matter
         submitted for a vote to shareholders. The number of shares with respect
         to which a Participant may provide voting instructions will equal the
         number of full and fractional shares credited to his Account as of the
         record date for determining the shareholders entitled to vote at the
         shareholders meeting. The Plan Administrator will use reasonable
         efforts to cause each Participant to be sent before each meeting of
         shareholders (i) any notice and other materials provided to
         shareholders for that meeting and (ii) forms by which the Participant
         may instruct the Trustee how to vote the shares credited to his
         Account. The Plan Administrator or Trustee will establish a deadline by
         which voting instructions must be received from Participants. The
         Trustee will tabulate the voting instructions received by that
         deadline, will determine the number of votes for and against each
         proposal, and will vote the shares in accordance with the instructions
         received.

                                       2                                 (66777)

                  Any shares of Employer Stock credited to Accounts for which
         voting instructions from Participants have not been received by the
         established deadline will be voted as the Trustee determines in its
         sole discretion.

                  A Participant will be a "named fiduciary" to the extent of the
         voting control granted under this section.

                  A Participant may instruct the Trustee as to whether or not to
         tender or exchange shares of Employer Stock credited to his Account in
         any tender or exchange offer for such shares. The number of shares with
         respect to which a Participant may provide instructions will equal the
         number of full and fractional shares credited to his Account as of a
         date established by the Plan Administrator or Trustee that precedes the
         date on which a response is required to the offer (with appropriate
         adjustments to reflect subsequent transactions with respect to the
         Account). As soon as practicable after the commencement of a tender or
         exchange offer for shares of Employer Stock, the Plan Administrator
         will use reasonable efforts to cause each Participant to be sent (i) a
         notice of the terms of such offer and (ii) forms by which the
         Participant may instruct the Trustee to tender or exchange, or retain,
         the shares credited to his Account, to the extent permitted under the
         terms of such offer. The Plan Administrator or Trustee will establish a
         deadline by which instructions must be received from Participants. The
         Trustee will tabulate the instructions received by that deadline, will
         determine the number of shares to tender or exchange, or retain, and
         will tender or exchange, or retain, the shares in accordance with the
         instructions received.

                  A Participant may not instruct the Trustee to tender or
         exchange some but less than all the shares of Employer Stock credited
         to his Account, and an instruction to tender or exchange less than all
         such shares will be deemed to be an instruction not to tender or
         exchange any shares of Employer Stock credited to his Account. If the
         tender or exchange offer is limited so that all of the shares that
         Participants have been directed to be tendered or exchanged cannot be
         tendered or exchanged, the shares that each Participant has directed to
         be tendered or exchanged will be deemed to have been tendered or
         exchanged in the same ratio that the number of shares actually tendered
         or exchanged bears to the total number of shares that the Participants
         have directed to be tendered or exchanged.

                  Any shares of Employer Stock credited to Accounts for which
         instructions from Participants have not been received by the
         established deadline will be tendered or exchanged, or retained, as the
         Trustee determines in its sole discretion.

                  A Participant will be a "named fiduciary" to the extent of the
         investment control granted under this section.

                  Information relating to the purchase, holding, and sale of
         shares of Employer Stock, and the exercise of voting, tender, and
         similar rights with respect to such shares by Participants, will be
         maintained in accordance with procedures which are designed to
         safeguard the confidentiality of such information, except to the extent
         necessary to comply with federal laws or state laws not preempted by
         ERISA. The Plan Administrator may require verification of compliance by
         the Trustee with the instructions received from Participants by any
         independent auditor selected by the Plan Administrator, provided that
         such auditor agrees to maintain the confidentiality of such
         instructions.

                                       3                                 (66777)

                  The Plan Administrator shall designate a fiduciary who is
         responsible for ensuring that the procedures required under this
         section are sufficient to safeguard the confidentiality of the
         information described above, such procedures are being followed, and
         the independent fiduciary required below is appointed. The designated
         fiduciary (if not independent) shall appoint an independent fiduciary
         to carry out any activities relating to any situations which the
         designated fiduciary determines involve a potential for undue Company
         influence upon Participants with regard to the direct or indirect
         exercise of shareholder rights. For purposes of this paragraph, a
         fiduciary is not independent if the fiduciary is affiliated with any
         Company sponsoring the Plan.

                  For purposes of this section, references to a Participant
         include a Beneficiary of a deceased Participant and an Alternate Payee
         under a qualified domestic relations order.

This amendment is made an integral part of the aforesaid Plan and is controlling
over the terms of said Plan with respect to the particular items addressed
expressly herein. All other provisions of the Plan remain unchanged and
controlling.

This amendment shall apply to Active Participants and to any individual who is
an Inactive Participant, Beneficiary or Alternate Payee on the effective date(s)
stated above.

By signing below, the Company, as Plan sponsor, adopts this amendment of the
Plan.

Dated: September 25th, 2001.            PRINCIPAL LIFE INSURANCE COMPANY

                                        By:
                                           -------------------------------------
                                           Jim DeVries
                                           Vice President - Human Resources

                                       4                                 (66777)

                     PLAN PAGES AFFECTED BY AMENDMENT NO. 1

1.   Pages 3 & 4 - Table of Contents, add Section 6.05 -- Form of Distribution
     from Employer Stock Fund and Section 9.09 -- Employer Stock Fund Matters.

2.   Page 11 - Add definition of Employer Stock and Employer Stock Fund.

3.   Page 17 - Change definition of Trust Agreement.

4.   Pages 42 & 43 - Change Investment and Timing of Contributions language.

5.   Pages 47 & 48 - Change Loans to Participants language.

6.   Page 57 - Add Section 6.05--Form of Distribution from Employer Stock Fund.

7.   Page 66 - Add Section 9.09 - Employer Stock Fund Matters

                                       5                                 (66777)

AMENDMENT HISTORY ADDENDUM

THIS RESTATEMENT REFLECTS ALL CURRENT PROVISIONS OF THE CUSTOM PLAN AND REPLACES
ALL PREVIOUS DOCUMENTS. THE INFORMATION BELOW RECOGNIZES CHANGES MADE TO THE
PLAN ON AND AFTER THE 1997 PLAN YEAR UP TO THIS RESTATEMENT.

EMPLOYER NAME: PRINCIPAL LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

PRIOR TO:  April 1, 1997
         PREVIOUS PROVISION: Compensation did not exclude amounts earned as
the result of an Employee's severance from service, or bonus paid under the
Employer's long term disability incentive compensation plan.

PRIOR TO:  July 1, 1997
         PREVIOUS PROVISIONS:
1.   Bonus Deferrals were included as Contributions under the Plan.
2.   The Plan required an individual to have an unmodified Agent's Contract for
     one year in order to become an active participant.
3.   Employees became 100% immediately vested upon plan entry.
4.   The Plan did not provide for automatic elective deferrals.
5.   A member was not allowed to have more than 1 loan approved in a 12-month
     period.

PRIOR TO:  January 1, 1998
         PREVIOUS PROVISIONS:
1.   The Plan did not contain updated provisions for Small Jobs Business
     Protection Act with respect to: Family Aggregation; Highly Compensated
     Employee determination; Leased Employee definition; elective contributions
     included in compensation for 415 purposes; 415 maximum permissible amount;
     small amounts dollar amount.

PRIOR TO:  July 1, 1998
         PREVIOUS PROVISIONS:
1.   The definition of Company was Principal Mutual Life Insurance Company.
     This included all other references throughout the Plan to the Company 'by
     name'.
2.   The decision-making entity for the Plan was the Benefit and Pension
     Committee.

                                       1                                 (66777)

PRIOR TO:  August 1, 1998
         PREVIOUS PROVISIONS:
1.   "Agent" was defined as one who holds an unmodified Agent's Contract and is
     not a General Manager or Management Assistant.
2.   "General Manager" and Management Assistant" each defined as one who holds
     an unmodified Agent's Contract.

PRIOR TO:  January 1, 1999:
         PREVIOUS PROVISION:
1.   Compensation did not specifically exclude safe harbor fringe benefits or
     sign-on bonuses.
2.   The Plan did not specifically state that lump sum payments under a QDRO
     were not permitted after the member retires. The length of time to elect a
     lump sum payment was not limited to 60 days.

PRIOR TO:  November 1, 1999:
         PREVIOUS PROVISION:  The plan provided for purchase of life insurance.

PRIOR TO: January 1, 2000:
         PREVIOUS PROVISION:
1.   Automatic elective deferral percentage was 4% of pay for the pay period.
2.   Employer Matching Contribution was 50% of the first 4% of pay.
3.   The Top-heavy vesting percentage was the 6-yr graded schedule.

PRIOR TO:  January 1, 2001
         PREVIOUS PROVISION:  Spousal consent was required for member loans.

                                       2                                 (66777)

                        THE PRINCIPAL SELECT SAVINGS PLAN
                              FOR INDIVIDUAL FIELD

                           (PRIOR TO JANUARY 1, 2001,
                  THE PRINCIPAL SELECT SAVINGS PLAN FOR AGENTS,
                   GENERAL MANAGERS AND MANAGEMENT ASSISTANTS)

Defined Contribution Plan 8.0

Restated January 1, 1997
(Including changes through January 1, 2001. See Addendum.)

                                TABLE OF CONTENTS

INTRODUCTION

ARTICLE I                        FORMAT AND DEFINITIONS

         Section   1.01    ----- Format
         Section   1.02    ----- Definitions

ARTICLE II                       PARTICIPATION

         Section   2.01    ----- Active Participant
         Section   2.02    ----- Inactive Participant
         Section   2.03    ----- Cessation of Participation

ARTICLE III                      CONTRIBUTIONS

         Section   3.01    ----- Company Contributions
         Section   3.01A   ----- Voluntary Contributions by Participants
         Section   3.01B   ----- Rollover Contributions
         Section   3.02    ----- Forfeitures
         Section   3.03    ----- Allocation
         Section   3.04    ----- Contribution Limitation
         Section   3.05    ----- Excess Amounts

ARTICLE IV                       INVESTMENT OF CONTRIBUTIONS

         Section   4.01    ----- Investment and Timing of Contributions

ARTICLE V                        BENEFITS

         Section   5.01    ----- Retirement Benefits
         Section   5.02    ----- Death Benefits
         Section   5.03    ----- Vested Benefits
         Section   5.04    ----- When Benefits Start
         Section   5.05    ----- Withdrawal Benefits
         Section   5.06    ----- Loans to Participants
         Section   5.07    ----- Qualified Domestic Relations Orders

ARTICLE VI                       DISTRIBUTION OF BENEFITS

         Section   6.01    ----- Automatic Forms of Distribution
         Section   6.02    ----- Optional Forms of Distribution
         Section   6.03    ----- Election Procedures
         Section   6.04    ----- Notice Requirements

RESTATEMENT JANUARY 1, 1997             3              TABLE OF CONTENTS (66777)

ARTICLE VII                      DISTRIBUTION REQUIREMENTS

         Section   7.01    ----- Application
         Section   7.02    ----- Definitions
         Section   7.03    ----- Distribution Requirements

ARTICLE VIII                     TERMINATION OF THE PLAN

ARTICLE IX                       ADMINISTRATION OF THE PLAN

         Section   9.01    ----- Administration
         Section   9.02    ----- Pension Plan Investment Committee
         Section   9.03    ----- Expenses
         Section   9.04    ----- Records
         Section   9.05    ----- Information Available
         Section   9.06    ----- Claim and Appeal Procedures
         Section   9.07    ----- Delegation of Authority
         Section   9.08    ----- Exercise of Discretionary Authority

ARTICLE X                        GENERAL PROVISIONS

         Section  10.01    ----- Amendments
         Section  10.02    ----- Direct Rollovers
         Section  10.03    ----- Mergers and Direct Transfers
         Section  10.04    ----- Provisions Relating to the Insurer and Other Parties
         Section  10.05    ----- Employment Contract Status
         Section  10.06    ----- Rights to Plan Assets
         Section  10.07    ----- Beneficiary
         Section  10.08    ----- Nonalienation of Benefits
         Section  10.09    ----- Construction
         Section  10.10    ----- Legal Actions
         Section  10.11    ----- Small Amounts
         Section  10.12    ----- Word Usage
         Section  10.13    ----- Change in Service Method
         Section  10.14    ----- Military Service

ARTICLE XI                       TOP-HEAVY PLAN REQUIREMENTS

         Section  11.01    ----- Application
         Section  11.02    ----- Definitions
         Section  11.03    ----- Modification of Vesting Requirements
         Section  11.04    ----- Modification of Contributions
         Section  11.05    ----- Modification of Contribution Limitation

PLAN EXECUTION

RESTATEMENT JANUARY 1, 1997             4              TABLE OF CONTENTS (66777)

                                  INTRODUCTION

        The Company previously established a savings plan on January 1, 1985.

        The Company is of the opinion that the plan should be changed. It
believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
January 1, 1997, is set forth in this document and is substituted in lieu of the
prior document.

        This restatement is made retroactively to reflect the law changes made
through the Internal Revenue Service Restructuring and Reform Act of 1998. The
provisions of this Plan apply as of the effective date of the restatement except
as provided in the attached addendums which reflect the operation of the Plan
between the effective date of the restatement and the date this restatement is
adopted and identify those provisions which are not amended retroactively. This
January 1, 1997, restatement includes provisions in effect through January 1,
2001.

        The restated plan continues to be for the exclusive benefit of agents
and field managers of the Company. All persons covered under the plan on
December 31, 1996, shall continue to be covered under the restated plan with no
loss of benefits.

        It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.

RESTATEMENT JANUARY 1, 1997             5                   INTRODUCTION (66777)

                                    ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

     Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

     These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

ACCOUNT means, for a Participant, his share of the Plan Fund. Separate
accounting records are kept for those parts of his Account that result from:

(a)  Voluntary Contributions

(b)  Elective Deferral Contributions

(c)  Matching Contributions

(d)  Qualified Nonelective Contributions

(e)  Rollover Contributions

If the Participant's Vesting Percentage is less than 100% as to any of the
Company Contributions, a separate accounting record will be kept for any part of
his Account resulting from such Company Contributions and, if there has been a
prior Forfeiture Date, from such Contributions made before a prior Forfeiture
Date.

A Participant's Account shall be reduced by any distribution of his Vested
Account and by any Forfeitures. A Participant's Account shall participate in the
earnings credited, expenses charged, and any appreciation or depreciation of the
Investment Fund. His Account is subject to any minimum guarantees applicable
under the Annuity Contract or other investment arrangement and to any expenses
associated therewith.

ACP TEST means the nondiscrimination test described in Code Section 401(m)(2) as
provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION of Article III.

ACTIVE PARTICIPANT means an Eligible Employee who is actively participating in
the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of
Article II.

ADP TEST means the nondiscrimination test described in Code Section 401(k)(3) as
provided for in subparagraph (c) of the EXCESS AMOUNTS SECTION of Article III.

RESTATEMENT JANUARY 1, 1997             6                      ARTICLE I (66777)

AFFILIATED SERVICE GROUP means any group of corporations, partnerships or other
organizations of which the Company is a part and which is affiliated within the
meaning of Code Section 414(m) and regulations thereunder.. Such a group
includes at least two organizations one of which is either a service
organization (that is, an organization the principal business of which is
performing services), or an organization the principal business of which is
performing management functions on a regular and continuing basis. Such service
is of a type historically performed by employees. In the case of a management
organization, the Affiliated Service Group shall include organizations related,
within the meaning of Code Section 144(a)(3), to either the management
organization or the organization for which it performs management functions. The
term Controlled Group, as it is used in this Plan, shall include the term
Affiliated Service Group.

AGENT means an individual who holds a current DD 713 contract or any successor
full-time contract with the Primary Employer provided and is one of the
following:

     -    an agent;
     -    a sales supervisor;
     -    a special marketing developer;
     -    a special brokerage developer;
     -    a special agency assistant;
     -    an informal agency assistant.

ALTERNATE PAYEE means any spouse, former spouse, child, or other dependent of a
Participant who is recognized by a qualified domestic relations order as having
a right to receive all, or a portion of, the benefits payable under the Plan
with respect to such Participant.

ANNUAL COMPENSATION means, for a Plan Year, the Employee's Compensation for the
Compensation Year ending with or within the consecutive 12-month period ending
on the last day of the Plan Year.

ANNUITY CONTRACT means the annuity contract or contracts into which the Trustee
enters with the Insurer for guaranteed benefits, for the investment of
Contributions in separate accounts, and for the payment of benefits under this
Plan. The term Annuity Contract as it is used in this Plan shall include the
plural unless the context clearly indicates the singular is meant.

ANNUITY STARTING DATE means, for a Participant, the first day of the first
period for which an amount is payable as an annuity or any other form.

BENEFICIARY means the person or persons named by a Participant to receive any
benefits under the Plan when the Participant dies. See the BENEFICIARY SECTION
of Article X.

CLAIMANT means any person who makes a claim for benefits under this Plan. See
the CLAIM AND APPEAL PROCEDURES SECTION of Article IX.

CODE means the Internal Revenue Code of 1986, as amended.

COMPANY means PRINCIPAL LIFE INSURANCE COMPANY. This will also include any
successor corporation or firm of the company which shall, by written agreement,
assume the obligations of this Plan or predecessor corporation or firm which
maintained this Plan.

RESTATEMENT JANUARY 1, 1997             7                      ARTICLE I (66777)

COMPANY CONTRIBUTIONS means

     Elective Deferral Contributions
     Qualified Nonelective Contributions
     Matching Contributions

as set out in Article III, unless the context clearly indicates only specific
contributions are meant.

COMPENSATION means, except for purposes of the CONTRIBUTION LIMITATION SECTION
of Article III and Article XI, the total earnings, except as modified in this
definition, paid or made available to an Agent or Field Manager by the Company
during any specified period.

"Earnings" in this definition means wages within the meaning of Code Section
3401(a) and all other payments of compensation to an Agent or Field Manager by
the Company (in the course of the Company's trade or business) for which the
Company is required to furnish the Agent or Field Manager a written statement
under Code Sections 6041(d), 6051(a)(3), and 6052. Earnings must be determined
without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)). The amount reported in the "Wages, Tips and Other
Compensation" box on Form W-2 satisfies this definition.

For any Self-employed Individual, Compensation means Earned Income.

Compensation shall exclude the following:

(a)  reimbursements or other expense allowances, fringe benefits (cash or
     noncash), moving expenses, deferred compensation (other than elective
     contributions) and welfare benefits;

(b)  amounts earned as a result of an Agent's or Field Manager's severance from
     service;

(c)  sign on bonuses, and

(d)  any bonuses paid only to highly-compensated Participants.

For purposes of the EXCESS AMOUNTS SECTION of Article III, Compensation shall
not exclude those items listed above unless such Compensation is
nondiscriminatory in accordance with the regulations under Code Section 414(s).

For years beginning before January 1, 1998, Compensation shall also include
elective contributions. For this purpose, elective contributions are amounts
excludible from the gross income of the Agent or Field Manager under Code
Sections 402(e)(3), 402(h)(1)(B), 125, or 403(b), and contributed by the
Company, at the Agent's or Field Manager's election, to a Code Section 401(k)
arrangement, a simplified employee pension, cafeteria plan, or tax-sheltered
annuity. Elective contributions also include compensation deferred under a Code
Section 457 plan maintained by the Company and employee contributions "picked
up" by a governmental entity and, pursuant to Code Section 414(h)(2), treated as
Company contributions.

RESTATEMENT JANUARY 1, 1997             8                      ARTICLE I (66777)

For years beginning after December 31, 1997, Compensation shall also include
elective contributions. For this purpose, elective contributions are amounts
excludible from the gross income of the Agent or Field Manager under Code
Sections 402(g) or 125 and contributed by the Company, at the Agent's or Field
Manager's election, to a Code Section 401(k) arrangement, a simplified employee
pension, tax-sheltered annuity, simple retirement account, or cafeteria plan.
Elective contributions also include amounts deferred under a Code Section 457
plan maintained by the Company.

For purposes of the EXCESS AMOUNTS SECTION of Article III, the Company may elect
to use an alternative nondiscriminatory definition of Compensation in accordance
with the regulations under Code Section 414(s).

For Plan Years beginning on or after January 1, 1994, the annual Compensation of
each Participant taken into account for determining all benefits provided under
the Plan for any determination period shall not exceed $150,000, as adjusted for
increases in the cost-of-living in accordance with Code Section 401(a)(17)(B).
The cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.

If a determination period consists of fewer than 12 months, the annual limit is
an amount equal to the otherwise applicable annual limit multiplied by a
fraction. The numerator of the fraction is the number of months in the short
determination period, and the denominator of the fraction is 12.

If Compensation for any prior determination period is taken into account in
determining a Participant's contributions or benefits for the current Plan Year,
the Compensation for such prior determination period is subject to the
applicable annual compensation limit in effect for that determination period.
For this purpose, in determining contributions or benefits in Plan Years
beginning on or after January 1, 1994, the annual compensation limit in effect
for determination periods beginning before that date is $150,000.

Compensation means, for a Leased Employee, Compensation for the services the
Leased Employee performs for the Company, determined in the same manner as the
Compensation of Agents or Field Managers who are not Leased Employees,
regardless of whether such Compensation is received directly from the Company or
from the leasing organization.

COMPENSATION YEAR means the consecutive 12-month period ending on the last day
of each Plan Year, including corresponding periods before January 1, 1985.

CONTINGENT ANNUITANT means an individual named by the Participant to receive a
lifetime benefit after the Participant's death in accordance with a survivorship
life annuity.

CONTRACT COMMENCEMENT DATE means the date an Agent's or Field Manager's contract
with the Company becomes effective.

CONTRACT RECOMMENCEMENT DATE means the date an Agent's or Field Manager's
contract becomes effective following a Period of Severance.

RESTATEMENT JANUARY 1, 1997             9                      ARTICLE I (66777)

CONTRIBUTIONS means

     Elective Deferral Contributions
     Matching Contributions
     Qualified Nonelective Contributions
     Voluntary Contributions
     Rollover Contributions

as set out in Article III, unless the context clearly indicates only specific
contributions are meant.

CONTROLLED GROUP means any group of corporations, trades, or businesses of which
the Company is a part that are under common control. A Controlled Group includes
any group of corporations, trades, or businesses, whether or not incorporated,
which is either a parent-subsidiary group, a brother-sister group, or a combined
group within the meaning of Code Section 414(b), Code Section 414(c) and
regulations thereunder and, for purposes of determining contribution limitations
under the CONTRIBUTION LIMITATION SECTION of Article III, as modified by Code
Section 415(h) and, for the purpose of identifying Leased Employees, as modified
by Code Section 144(a)(3). The term Controlled Group, as it is used in this
Plan, shall include the term Affiliated Service Group and any other employer
required to be aggregated with the Company under Code Section 414(o) and the
regulations thereunder.

DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

DISTRIBUTEE means an Agent or Field Manager or former Agent or Field Manager. In
addition, the Agent's or Field Manager's (or former Agent's or Field Manager's)
surviving spouse and the Agent's or Field Manager's (or former Agent's or Field
Manager's) spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code Section 414(p), are Distributees
with regard to the interest of the spouse or former spouse.

EARNED INCOME means, for a Self-employed Individual, net earnings from
self-employment in the trade or business for which this Plan is established if
such Self-employed Individual's personal services are a material income
producing factor for that trade or business. Net earnings shall be determined
without regard to items not included in gross income and the deductions properly
allocable to or chargeable against such items. Net earnings shall be reduced for
the Company contributions to the Company's qualified retirement plan(s) to the
extent deductible under Code Section 404.

Net earnings shall be determined with regard to the deduction allowed to the
Company by Code Section 164(f) for taxable years beginning after December 31,
1989.

ELECTIVE DEFERRAL CONTRIBUTIONS means contributions made by the Company to fund
this Plan in accordance with elective deferral agreements between Agents and
Field Managers and the Company.

Elective deferral agreements shall be made, changed, or terminated according to
the provisions of the COMPANY CONTRIBUTIONS SECTION of Article III.

Elective Deferral Contributions shall be 100% vested and subject to the
distribution restrictions of Code Section 401(k) when made. See the WHEN
BENEFITS START SECTION of Article V.

RESTATEMENT JANUARY 1, 1997             10                     ARTICLE I (66777)

ELIGIBLE RETIREMENT PLAN means an individual retirement account described in
Code Section 408(a), an individual retirement annuity described in Code Section
408(b), an annuity plan described in Code Section 403(a) or a qualified trust
described in Code Section 401(a), that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible Rollover Distribution
to the surviving spouse, an Eligible Retirement Plan is an individual retirement
account or individual retirement annuity.

ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or any portion of
the balance to the credit of the Distributee, except that an Eligible Rollover
Distribution does not include: (i) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more; (ii) any
distribution to the extent such distribution is required under Code Section
401(a)(9); (iii) any hardship distribution described in Code Section
401(k)(2)(B)(i)(IV) received after December 31, 1998; and (iv) the portion of
any other distribution(s) that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
Company securities).

EMPLOYEE means an individual who is employed by the Company or any other
employer required to be aggregated with the Company under Code Sections 414(b),
(c), (m), or (o). A Controlled Group member is required to be aggregated with
the Company.

The term Employee shall include any Self-employed Individual treated as an
employee of any employer described in the preceding paragraph as provided in
Code Section 401(c)(1). The term Employee shall also include any Leased Employee
deemed to be an employee of any employer described in the preceding paragraph as
provided in Code Section 414(n) or (o).

EMPLOYEE'S PLAN means The Principal Select Savings Plan for Employees.

ENTRY DATE means the date an Agent or Field Manager first enters the Plan as an
Active Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

FIELD MANAGER means an individual who holds a current DD 713 contract or any
successor full-time contract with the Company and holds one of the following
full-time field management positions:

     -    management assistant;
     -    management associate;
     -    manager;
     -    co-manager;
     -    assistant general manager;
     -    associate general manager;
     -    co-general manager;
     -    general manager;
     -    brokerage manager;
     -    brokerage sales manager;
     -    brokerage director.

FISCAL YEAR means the Company's taxable year. The last day of the Fiscal Year is
December 31.

RESTATEMENT JANUARY 1, 1997             11                     ARTICLE I (66777)

FORFEITURE means the part, if any, of a Participant's Account that is forfeited.
See the FORFEITURES SECTION of Article III.

FORFEITURE DATE means, as to a Participant, the last day of five consecutive
one-year Periods of Severance.

HIGHLY COMPENSATED EMPLOYEE means any Agent or Field Manager who:

(a)  was a 5-percent owner at any time during the year or the preceding year, or
(b)  for the preceding year had compensation from the Company in excess of
     $80,000 and, if the Company so elects, was in the top-paid group for the
     preceding year. The $80,000 amount is adjusted at the same time and in the
     same manner as under Code Section 415(d), except that the base period is
     the calendar quarter ending September 30, 1996.

For this purpose the applicable year of the plan for which a determination is
being made is called a determination year and the preceding 12-month period is
called a look-back year. If the Company makes a calendar year data election, the
look-back year shall be the calendar year beginning with or within the look-back
year. The Plan may not use such election to determine whether Agents or Field
Managers are Highly Compensated Employees on account of being a 5-percent owner.

In determining who is a Highly Compensated Employee the Company does not make a
top-paid group election. In determining who is a Highly Compensated Employee the
Company makes a calendar year data election. The effect of this election is that
the look-back year is the calendar year beginning with or within the look-back
year.

Calendar year data elections and top-paid group elections, once made, apply for
all subsequent years unless changed by the Company. If the Company makes one
election, the Company is not required to make the other. If both elections are
made, the look-back year in determining the top-paid group must be the calendar
year beginning with or within the look-back year. These elections must apply
consistently to the determination years of all plans maintained by the Company
which reference the highly compensated employee definition in Code Section
414(q), except as provided in Internal Revenue Service Notice 97-45 (or
superseding guidance). The consistency requirement will not apply to
determination years beginning with or within the 1997 calendar year, and for
determination years beginning on or after January 1, 1998 and before January 1,
2000, satisfaction of the consistency requirement is determined without regard
to any nonretirement plans of the Company.

The determination of who is a highly compensated former employee is based on the
rules applicable to determining Highly Compensated Employee status as in effect
for that determination year, in accordance with section 1.414(q)-1T, A-4 of the
temporary Income Tax Regulations and Internal Revenue Service Notice 97-45.

In determining whether an Agent or Field Manager is a Highly Compensated
Employee for years beginning in 1997, the amendments to Code Section 414(q)
stated above are treated as having been in effect for years beginning in 1996.

The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Agents or Field Managers in the
top-paid group, the compensation that is

RESTATEMENT JANUARY 1, 1997             12                     ARTICLE I (66777)

considered, and the identity of the 5-percent owners, shall be made in
accordance with Code Section 414(q) and the regulations thereunder.

HOUR-OF-SERVICE means, for an Agent or Field Manager, each hour for which he is
paid, or entitled to payment, for performing duties for the Company.

Hours-of-Service shall be credited for employment with any other company
required to be aggregated with the Company under Code Sections 414(b), (c), (m)
or (o) and the regulations thereunder for purposes of eligibility and vesting.
Hours-of-Service shall also be credited for any individual who is considered an
employee for purposes of this Plan pursuant to Code Section 414(n) or Code
Section 414(o) and the regulations thereunder.

INACTIVE PARTICIPANT means a former Active Participant who has an Account. See
the INACTIVE PARTICIPANT SECTION of Article II.

INSURER means Principal Life Insurance Company and any other insurance company
or companies named by the Trustee or the Company.

INVESTMENT FUND means the total of Plan assets, excluding the guaranteed benefit
policy portion of any Annuity Contract. All or a portion of these assets may be
held under the Trust Agreement.

The Investment Fund shall be valued at current fair market value as of the
Valuation Date. The valuation shall take into consideration investment earnings
credited, expenses charged, payments made, and changes in the values of the
assets held in the Investment Fund.

The Investment Fund shall be allocated at all times to Participants, except as
otherwise expressly provided in the Plan. The Account of a Participant shall be
credited with its share of the gains and losses of the Investment Fund. That
part of a Participant's Account invested in a funding arrangement which
establishes one or more accounts or investment vehicles for such Participant
thereunder shall be credited with the gain or loss from such accounts or
investment vehicles. The part of a Participant's Account which is invested in
other funding arrangements shall be credited with a proportionate share of the
gain or loss of such investments. The share shall be determined by multiplying
the gain or loss of the investment by the ratio of the part of the Participant's
Account invested in such funding arrangement to the total of the Investment Fund
invested in such funding arrangement.

INVESTMENT MANAGER means any fiduciary (other than a trustee or Named Fiduciary)

(a)  who has the power to manage, acquire, or dispose of any assets of the Plan;

(b)  who (i) is registered as an investment adviser under the Investment
     Advisers Act of 1940; (ii) is not registered as an investment adviser under
     such Act by reason of paragraph (1) of section 203A(a) of such Act, is
     registered as an investment adviser under the laws of the state (referred
     to in such paragraph (1)) in which it maintains its principal office and
     place of business, and, at the time it last filed the registration form
     most recently filed by it with such state in order to maintain its
     registration under the laws of such state, also filed a copy of such form
     with the Secretary of Labor, (iii) is a bank, as defined in that Act; or
     (iv) is an insurance company qualified

RESTATEMENT JANUARY 1, 1997             13                     ARTICLE I (66777)

     to perform services described in subparagraph (a) above under the laws of
     more than one state; and

(c)  who has acknowledged in writing being a fiduciary with respect to the Plan.

LEASED EMPLOYEE means any person (other than an employee of the recipient) who,
pursuant to an agreement between the recipient and any other person ("leasing
organization"), has performed services for the recipient (or for the recipient
and related persons determined in accordance with Code Section 414(n)(6)) on a
substantially full time basis for a period of at least one year, and such
services are performed under primary direction or control by the recipient.
Contributions or benefits provided by the leasing organization to a Leased
Employee, which are attributable to service performed for the recipient Company,
shall be treated as provided by the recipient Company.

A Leased Employee shall not be considered an employee of the recipient if:

(a)  such employee is covered by a money purchase pension plan providing (i) a
     nonintegrated Company contribution rate of at least 10 percent of
     compensation, as defined in Code Section 415(c)(3), but including amounts
     contributed pursuant to a salary reduction agreement which are excludible
     from the employee's gross income under Code Sections 125, 402(e)(3),
     402(h)(1)(B), or 403(b), (ii) immediate participation, and (iii) full and
     immediate vesting, and

(b)  Leased Employees do not constitute more than 20 percent of the recipient's
     nonhighly compensated work force.

LOAN ADMINISTRATOR means the person(s) or position(s) authorized to administer
the Participant loan program.

The Loan Administrator is Human Resources.

MATCHING CONTRIBUTIONS means contributions made by the Company to fund this Plan
which are contingent on a Participant's Elective Deferral Contributions. See the
COMPANY CONTRIBUTIONS SECTION of Article III.

MONTHLY DATE means each Yearly Date and the same day of each following month
during the Plan Year beginning on such Yearly Date.

NAMED FIDUCIARY means the person or persons who have authority to control and
manage the operation and administration of the Plan.

The Named Fiduciary is the Company.

NONHIGHLY COMPENSATED EMPLOYEE means an Agent or Field Manager of the Company
who is not a Highly Compensated Employee.

NONVESTED ACCOUNT means the excess, if any, of a Participant's Account over his
Vested Account.

NORMAL FORM means a single life annuity with installment refund.

RESTATEMENT JANUARY 1, 1997             14                     ARTICLE I (66777)

OWNER-EMPLOYEE means a Self-employed Individual who, in the case of a sole
proprietorship, owns the entire interest in the unincorporated trade or business
for which this Plan is established. If this Plan is established for a
partnership, an Owner-employee means a Self-employed Individual who owns more
than 10 percent of either the capital interest or profits interest in such
partnership.

Parental Absence means an Agent's or Field Manager's absence from work:

(a)  by reason of pregnancy of such individual,

(b)  by reason of birth of a child of such individual,

(c)  by reason of the placement of a child with such individual in connection
     with adoption of such child by such individual, or

(d)  for purposes of caring for such child for a period beginning immediately
     following such birth or placement.

PARTICIPANT means either an Active Participant or an Inactive Participant.

PARTICIPANT CONTRIBUTIONS means Voluntary Contributions as set out in Article
III.

PERIOD OF MILITARY DUTY means, for an Agent or Field Manager

(a)  who served as a member of the armed forces of the United States, and

(b)  who was reemployed by the Company at a time when the Agent or Field Manager
     had a right to reemployment in accordance with seniority rights as
     protected under Chapter 43 of Title 38 of the U.S. Code,

the period of time from the date the Agent or Field Manager was first absent
from active work for the Company because of such military duty to the date the
Agent or Field Manager was reemployed.

PERIOD OF SERVICE means a period of time beginning on an Agent's or Field
Manager's Contract Commencement Date or Contract Recommencement Date (whichever
applies) and ending on his Severance Date.

PERIOD OF SEVERANCE means a period of time beginning on an Agent's or Field
Manager's Severance Date and ending on the date he again performs an
Hour-of-Service.

A one-year Period of Severance means a Period of Severance of 12 consecutive
months.

Solely for purposes of determining whether a one-year Period of Severance has
occurred for eligibility or vesting purposes, the consecutive 12-month period
beginning on the first anniversary of the first date of a Parental Absence shall
not be a one-year Period of Severance.

PLAN means the savings plan of the Company set forth in this document, including
any later amendments to it.

RESTATEMENT JANUARY 1, 1997             15                     ARTICLE I (66777)

PLAN ADMINISTRATOR means the person or persons who administer the Plan.

The Plan Administrator is the Company.

PLAN FUND means the total of the Investment Fund and the guaranteed benefit
policy portion of any Annuity Contract. The Investment Fund shall be valued as
stated in its definition. The guaranteed benefit policy portion of any Annuity
Contract shall be determined in accordance with the terms of the Annuity
Contract and, to the extent that such Annuity Contract allocates contract values
to Participants, allocated to Participants in accordance with its terms. The
total value of all amounts held under the Plan Fund shall equal the value of the
aggregate Participants' Accounts under the Plan.

Plan Participation means the period of time during which a Participant has been
an Active Participant.

PLAN YEAR means a period beginning on a Yearly Date and ending on the day before
the next Yearly Date.

QUALIFIED JOINT AND SURVIVOR ANNUITY means, for a Participant who has a spouse,
an immediate survivorship life annuity with installment refund, where the
survivorship percentage is 50% and the Contingent Annuitant is the Participant's
spouse. A former spouse will be treated as the spouse to the extent provided
under a qualified domestic relations order as described in Code Section 414(p).

The amount of benefit payable under the Qualified Joint and Survivor Annuity
shall be the amount of benefit which may be provided by the Participant's Vested
Account.

QUALIFIED NONELECTIVE CONTRIBUTIONS means contributions made by the Company to
fund this Plan (other than Elective Deferral Contributions) which are 100%
vested and subject to the distribution restrictions of Code Section 401(k) when
made. See the COMPANY CONTRIBUTIONS SECTION of Article III and the WHEN BENEFITS
START SECTION of Article V.

QUALIFIED PRERETIREMENT SURVIVOR ANNUITY means a single life annuity with
installment refund payable to the surviving spouse of a Participant who dies
before his Annuity Starting Date. A former spouse will be treated as the
surviving spouse to the extent provided under a qualified domestic relations
order as described in Code Section 414(p).

REENTRY DATE means the date a former Active Participant reenters the Plan. See
the ACTIVE PARTICIPANT SECTION of Article II.

RETIREMENT DATE means the last day of any month the Participant selects for the
start of his retirement benefit. This date shall be on or after the earlier of
(i) the date on which he ceases to be an Agent or Field Manager, or (ii) the
date he becomes Totally and Permanently Disabled.

ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by an
Agent or Field Manager or an Inactive Participant according to the provisions of
the ROLLOVER CONTRIBUTIONS SECTION of Article III.

SELF-EMPLOYED INDIVIDUAL means, with respect to any Fiscal Year, an individual
who has Earned Income for the Fiscal Year (or who would have Earned Income but
for the fact the trade or business for which this Plan is established did not
have net profits for such Fiscal Year).

RESTATEMENT JANUARY 1, 1997             16                     ARTICLE I (66777)

SEVERANCE DATE means the earlier of:

(a)  the date on which an Agent or Field Manager retires, dies, or his contract
     terminates, or

(b)  the first anniversary of the date an Agent or Field Manager begins a
     one-year absence from service (with or without pay). This absence may be
     the result of any combination of vacation, holiday, sickness, disability,
     leave of absence or layoff.

Solely to determine whether a one-year Period of Severance has occurred for
eligibility or vesting purposes for an Agent or Field Manager who is absent from
service beyond the first anniversary of the first day of a Parental Absence,
Severance Date is the second anniversary of the first day of the Parental
Absence. The period between the first and second anniversaries of the first day
of the Parental Absence is not a Period of Service and is not a Period of
Severance.

TOTALLY AND PERMANENTLY DISABLED means that a Participant is disabled, as a
result of sickness or injury, to the extent that he is prevented from engaging
in any substantial gainful activity, and is eligible for and receives a
disability benefit under Title II of the Federal Social Security Act.

TRUST AGREEMENT means an agreement of trust between the Company and Trustee
established for the purpose of holding and distributing the Trust Fund under the
provisions of the Plan. The Trust Agreement may provide for the investment of
all or any portion of the Trust Fund in the Annuity Contract.

TRUST FUND means the total funds held under the Trust Agreement.

Trustee means the party or parties named in the Trust Agreement. The term
Trustee as it is used in this Plan is deemed to include the plural unless the
context clearly indicates the singular is meant.

VALUATION DATE means the date on which the value of the assets of the Investment
Fund is determined. The value of each Account which is maintained under this
Plan shall be determined on the Valuation Date. In each Plan Year, the Valuation
Date shall be the last day of the Plan Year. At the discretion of the Plan
Administrator, Trustee, or Insurer (whichever applies), assets of the Investment
Fund may be valued more frequently. These dates shall also be Valuation Dates.

VESTED ACCOUNT means the vested part of a Participant's Account.

(a)  For a Participant whose Contract Commencement Date is prior to January 1
     2000, the Vested Account is equal to that part of his Account which results
     from Contributions which were 100% vested when made before his Vesting
     Percentage is 100% and is equal to his Account when his Vesting Percentage
     is 100%.

(b)  For a Participant whose Contract Commencement Date is on or after January
     1, 2000, the Vested Account is determined as follows.

If the Participant's Vesting Percentage is 100%, his Vested Account equals his
Account.

RESTATEMENT JANUARY 1, 1997             17                     ARTICLE I (66777)

If the Participant's Vesting Percentage is less than 100%, his Vested Account
equals the sum of (1) and (2) below:

(1)  The part of the Participant's Account that results from Company
     Contributions made before a prior Forfeiture Date and all other
     Contributions which were 100% vested when made.

(2)  The balance of the Participant's Account in excess of the amount in (a)
     above multiplied by his Vesting Percentage.

If the Participant has withdrawn any part of his Account resulting from Company
Contributions, other than the vested Company Contributions included in (a)
above, the amount determined under this subparagraph (2) shall be equal to
P(AB + D) - D as defined below:

P    The Participant's Vesting Percentage.

AB   The balance of the Participant's Account in excess of the amount in (1)
     above.

D    The amount of the withdrawal resulting from Company Contributions, other
     than the vested Company Contributions included in (a) above.

The Participant's Vested Account is nonforfeitable.

VESTING PERCENTAGE means the percentage used to determine the nonforfeitable
portion of a Participant's Account attributable to Company Contributions which
were not 100% vested when made.

A Participant's Vesting Percentage is shown in the following schedule opposite
the number of whole years of his Vesting Service.

For a Participant whose Contract Commencement Date is prior to January 1, 2000.

                   VESTING SERVICE                VESTING
                    (whole years)               PERCENTAGE

                     Less than 1                     0
                      1 or more                    100

For a Participant whose Contract Commencement Date is on or after January 1,
2000.

                   VESTING SERVICE                VESTING
                    (whole years)               PERCENTAGE

                     Less than 1                     0
                          1                         20
                          2                         40
                          3                         60
                          4                         80
                      5 or more                    100

RESTATEMENT JANUARY 1, 1997             18                     ARTICLE I (66777)

The Vesting Percentage for a Participant who is an Agent or Field Manager on or
after the date he reaches age 65 shall be 100%. The Vesting Percentage for a
Participant who is an Agent or Field Manager on the date he becomes Totally and
Permanently Disabled or dies shall be 100%.

If the schedule used to determine a Participant's Vesting Percentage is changed,
the new schedule shall not apply to a Participant unless he is credited with an
Hour-of-Service on or after the date of the change and the Participant's
nonforfeitable percentage on the day before the date of the change is not
reduced under this Plan. The amendment provisions of the AMENDMENTS SECTION of
Article X regarding changes in the computation of the Vesting Percentage shall
apply.

VESTING SERVICE means an Agent's or Field Manager's Period of Service. Vesting
Service shall be measured from his Contract Commencement Date to his most recent
Severance Date. Vesting Service shall be reduced by any Period of Severance that
occurred prior to his most recent Severance Date, unless such Period of
Severance is included under the service spanning rule below. This period of
Vesting Service shall be expressed as years and fractional parts of a year on
the basis that 365 days equal one year.

However, Vesting Service is modified as follows:

Period of Military Duty included:

     A Period of Military Duty shall be included as service with the Company to
     the extent it has not already been credited.

Period of Severance included (service spanning rule):

     A Period of Severance shall be deemed to be a Period of Service under
     either of the following conditions:

     (a)  the Period of Severance immediately follows a period during which an
          Agent or Field Manager is not absent from work and ends within 12
          months; or

     (b)  the Period of Severance immediately follows a period during which an
          Agent or Field Manager is absent from work for any reason other than
          quitting, being discharged, or retiring (such as a leave of absence or
          layoff) and ends within 12 months of the date he was first absent.

Controlled Group service included:

     An Agent's or Field Manager's service with a member firm of a Controlled
     Group while both that firm and the Company were members of the Controlled
     Group shall be included as service with the Company.

VOLUNTARY CONTRIBUTIONS means contributions by a Participant that are not
required as a condition of employment, of participation, or for obtaining
additional benefits from the Company Contributions. See the VOLUNTARY
CONTRIBUTIONS BY PARTICIPANTS SECTION of Article III.

YEARLY DATE means January 1, 1985, and the same day of each following year.

RESTATEMENT JANUARY 1, 1997             19                     ARTICLE I (66777)

YEARS OF SERVICE means an Agent's or Field Manager's Vesting Service
disregarding any modifications which exclude service.

RESTATEMENT JANUARY 1, 1997             20                     ARTICLE I (66777)

                                   ARTICLE II

                                  PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

          (a)  An individual shall first become an Active Participant (begin
               active participation in the Plan) on the earliest first day of
               the pay period (as established by the Company) on which he meets
               the definition of an Agent or Field Manager and has met the
               requirement set forth below. This date is his Entry Date.

               (1)  He is age 21 or older.

               Each Agent or Field Manager who was an Active Participant under
               the Plan on December 31, 1996, shall continue to be an Active
               Participant if he is still an Agent or Field Manager on January
               1, 1997, and his Entry Date shall not change.

               If a person has been an Agent or Field Manager who has met all of
               the eligibility requirements above, but is not an Agent or Field
               Manager on the date which would have been his Entry Date, he
               shall become an Active Participant on the date he again becomes
               an Agent or Field Manager. This date is his Entry Date.

               In the event an individual who is not an Agent or Field Manager
               becomes an Agent or Field Manager, such individual shall become
               an Active Participant immediately if such individual has
               satisfied the eligibility requirements above and would have
               otherwise previously become an Active Participant had he met the
               definition of Agent or Field Manager. This date is his Entry
               Date.

          (b)  An Inactive Participant shall again become an Active Participant
               (resume active participation in the Plan) on the date he again
               returns to work as an Agent or Field Manager. This date is his
               Reentry Date.

               Upon again becoming an Active Participant, he shall cease to be
               an Inactive Participant.

          (c)  A former Participant shall again become an Active Participant
               (resume active participation in the Plan) on the date he again
               returns to work as an Agent or Field Manager or his Contract
               Recommencement Date. This date is his Reentry Date.

          There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

     An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

          (a)  the date the Participant ceases to be an Agent or Field Manager;

RESTATEMENT JANUARY 1, 1997              21                   ARTICLE II (66777)

          (b)  the effective date of complete termination of the Plan under
               Article VIII; or

          (c)  his Severance Date.

     An Agent or Field Manager or former Agent or Field Manager who was an
Inactive Participant under the Plan on December 31, 1996, shall continue to be
an Inactive Participant on January 1, 1997. Eligibility for any benefits payable
to the Participant or on his behalf and the amount of the benefits shall be
determined according to the provisions of the prior document, unless otherwise
stated in this document.

SECTION 2.03--CESSATION OF PARTICIPATION.

     A Participant shall cease to be a Participant on the date he is no longer
an Agent or Field Manager and his Account is zero.

RESTATEMENT JANUARY 1, 1997              22                   ARTICLE II (66777)

                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01--COMPANY CONTRIBUTIONS.

     Company Contributions shall be made without regard to current or
accumulated net income, earnings or profits of the Company. Notwithstanding the
foregoing, the Plan shall continue to be designed to qualify as a profit sharing
plan for purposes of Code Sections 401(a), 402, 412, and 417. Such Contributions
shall be equal to the Company Contributions as described below:

     (a)  The amount of each Elective Deferral Contribution for a Participant
          shall be equal to a portion of Compensation as specified in the
          elective deferral agreement. An Agent or Field Manager who is eligible
          to participate in the Plan may file an elective deferral agreement
          with the Company. The Participant shall modify or terminate the
          elective deferral agreement by filing a new elective deferral
          agreement. The elective deferral agreement may not be made
          retroactively and shall remain in effect until modified or terminated.

          The elective deferral agreement to start or modify Elective Deferral
          Contributions shall be effective on the first day of the following pay
          period (as established by the Company) in which the Participant's
          Entry Date (Reentry Date, if applicable) or any such following first
          day of the pay period occurs. The elective deferral agreement must be
          entered into on or before the date it is effective.

          The elective deferral agreement to stop Elective Deferral
          Contributions may be entered into on any date. Such elective deferral
          agreement shall be effective on the first day of the pay period
          following the pay period in which the elective deferral agreement is
          entered into.

          The Plan provides for an automatic election to have Elective Deferral
          Contributions made. The automatic Elective Deferral Contribution shall
          be 6% of Compensation. The Participant may affirmatively elect a
          different percentage or elect not to make Elective Deferral
          Contributions. If the Participant elects a different percentage, such
          percentage must comply with any limitations otherwise provided in the
          Plan.

          Elective Deferral Contributions are fully (100%) vested and
          nonforfeitable.

     (b)  The Company shall make Matching Contributions in an amount equal to
          50% of Elective Deferral Contributions. Elective Deferral
          Contributions which are over 6% of Compensation won't be matched.

          Matching Contributions are calculated based on Elective Deferral
          Contributions and Compensation for the pay period. Matching
          Contributions are made for all persons who were Active Participants at
          any time during that pay period.

     (c)  Qualified Nonelective Contributions may be made for each Plan Year in
          an amount determined by the Company to be used to reduce Excess
          Aggregate Contributions and Excess Contributions, as defined in the
          EXCESS AMOUNTS SECTION of the article.

RESTATEMENT JANUARY 1, 1997              23                  ARTICLE III (66777)

     Qualified Nonelective Contributions are 100% vested and subject to the
     distribution restrictions of Code Section 401(k) when made.

     No Participant shall be permitted to have Elective Deferral Contributions,
as defined in the EXCESS AMOUNTS SECTION of this article, made under this Plan,
or any other qualified plan maintained by the Company, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

     An elective deferral agreement (or change thereto) must be made in such
manner and in accordance with such rules as the Company may prescribe (including
by means of voice response or other electronic system under circumstances the
Company permits) and may not be made retroactively.

     Company Contributions are allocated according to the provisions of the
ALLOCATION SECTION of this article.

     A portion of the Plan assets resulting from Company Contributions (but not
more than the original amount of those Contributions) may be returned if the
Company Contributions are made because of a mistake of fact or are more than the
amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Company within one year after the date the Company Contributions
are made by mistake of fact or the date the deduction is disallowed, whichever
applies. Except as provided under this paragraph and Article VIII, the assets of
the Plan shall never be used for the benefit of the Company and are held for the
exclusive purpose of providing benefits to Participants and their Beneficiaries
and for defraying reasonable expenses of administering the Plan.

SECTION 3.01A--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

     An Active Participant who is a Nonhighly Compensated Employee may make
Voluntary Contributions in accordance with nondiscriminatory procedures set up
by the Plan Administrator.

     Voluntary Contributions include those voluntary contributions transferred
to this Plan from The Principal Pension Plan on November 8, 1983.

     A Participant's participation in the Plan is not affected by stopping or
changing Voluntary Contributions. An Active Participant's request to start,
change or stop his Voluntary Contributions must be made in a manner and in
accordance with such rules as the Company may prescribe (including by means of
voice response or other electronic system under circumstances the Company
permits).

     Voluntary Contributions shall be credited to the Participant's Account when
made.

     The part of the Participant's Account resulting from Voluntary
Contributions is fully (100%) vested and nonforfeitable at all times.

SECTION 3.01B--ROLLOVER CONTRIBUTIONS.

     A Rollover Contribution may be made by an Agent or Field Manager or an
Inactive Participant if the following conditions are met:

RESTATEMENT JANUARY 1, 1997              24                  ARTICLE III (66777)

(a)  The Contribution is of amounts distributed from a plan that satisfies the
     requirements of Code Section 401(a) or from a "conduit" individual
     retirement account described in Code Section 408(d)(3)(A). In the case of
     an Inactive Participant, the Contribution must be of an amount distributed
     from another plan of the Company, or a plan of a Controlled Group member,
     that satisfies the requirements of Code Section 401(a).

(b)  The Contribution is of amounts that the Code permits to be transferred to a
     plan that meets the requirements of Code Section 401(a).

(c)  The Contribution is made in the form of a direct rollover under Code
     Section 401(a)l31) or is a rollover made under 402(c) or 408(d)(3)lA)
     within 60 days after the Agent or Field Manager or Inactive Participant
     receives the distribution.

(d)  The Agent or Field Manager or Inactive Participant furnishes evidence
     satisfactory to the Plan Administrator that the proposed rollover meets
     conditions (a), (b), and (c) above.

A Rollover Contribution shall be allowed in cash only and must be made according
to procedures set up by the Plan Administrator.

If the Agent or Field Manager is not an Active Participant when the Rollover
Contribution is made, he shall be deemed to be an Active Participant only for
the purpose of investment and distribution of the Rollover Contribution. Company
Contributions shall not be made for or allocated to the Agent or Field Manager
and he may not make Participant Contributions until the time he meets all of the
requirements to become an Active Participant.

     Rollover Contributions made by an Agent or Field Manager or an Inactive
Participant shall be credited to his Account. The part of the Participant's
Account resulting from Rollover Contributions is fully (100%) vested and
nonforfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participant's gross income for
Federal income tax purposes.

SECTION 3.02--FORFEITURES.

The Nonvested Account of a Participant shall be forfeited as of the earlier of
the following:

(a)  the date the Participant dies (if prior to such date he had ceased to be an
     Employee), or

(b)  the Participant's Forfeiture Date.

All or a portion of a Participant's Nonvested Account shall be forfeited before
such earlier date if, after he ceases to be an Agent or Field Manager, he
receives, or is deemed to receive, a distribution of his entire Vested Account
or a distribution of his Vested Account derived from Company Contributions which
were not 100% vested when made, under the RETIREMENT BENEFITS SECTION of Article
V, the VESTED BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of
Article X. The forfeiture shall occur as of the date the Participant receives,
or is deemed to receive, the distribution. If a Participant receives, or is
deemed to receive, his entire Vested Account, his entire Nonvested Account shall
be forfeited. If a Participant receives a distribution of his Vested Account
from Company Contributions which were not 100% vested when made, but less than
his entire Vested Account from such Contributions, the amount to be forfeited
shall be

RESTATEMENT JANUARY 1, 1997              25                  ARTICLE III (66777)

determined by multiplying his Nonvested Account from such Contributions by a
fraction. The numerator of the fraction is the amount of the distribution
derived from Company Contributions which were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such
Contributions on the date of distribution.

     A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of
this article.

     Forfeitures shall be determined at least once during each Plan Year.
Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions which relate to excess amounts as provided in the EXCESS
AMOUNTS SECTION of this article, which have not been used to pay administrative
expenses, shall be applied to reduce the earliest Company Contributions made
after the Forfeitures are determined. Any other Forfeitures which have not been
used to pay administrative expenses shall be applied to reduce the earliest
Company Contributions made after the Forfeitures are determined. Upon their
application to reduce Company Contributions, Forfeitures shall be deemed to be
Company Contributions.

     If a Participant again becomes an Agent or Field Manager after receiving a
distribution which caused all or a portion of his Vested Account to be
forfeited, he shall have the right to repay to the Plan the entire amount of the
distribution he received (excluding any amount of such distribution resulting
from Contributions which were 100% vested when made). The repayment must be made
in a single sum (repayment in installments is not permitted) before the earlier
of the date five years after the date he again becomes an Agent or Field Manager
or the end of the first period of five consecutive one-year Periods of Severance
which begin after the date of the distribution.

     If the Participant makes the repayment above, the Plan Administrator shall
restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Participant was deemed to have
received a distribution, or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour-of-Service as an Agent
or Field Manager within the repayment period, the Plan Administrator shall
restore the Participant's Account as if he had made a required repayment on the
date he performed such Hour-of-Service. Restoration of the Participant's Account
shall include restoration of all Code Section 411(d)(6) protected benefits with
respect to that restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (ii) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.

     The Plan Administrator shall restore the Participant's Account by the close
of the Plan Year following the Plan Year in which repayment is made. Permissible
sources for the restoration of the Participant's Account are Forfeitures or
special Company Contributions. Such special Company Contributions shall be made
without regard to profits. The repaid and restored amounts are not included in
the Participant's Annual Additions, as defined in the CONTRIBUTION LIMITATION
SECTION of this article.

SECTION 3.03--ALLOCATION.

     A person meets the allocation requirements of this section if he was an
Active Participant at any time during the Plan Year.

RESTATEMENT JANUARY 1, 1997              26                  ARTICLE III (66777)

     Elective Deferral Contributions shall be allocated to Participants for whom
such Contributions are made under the COMPANY CONTRIBUTIONS SECTION of this
article. Such Contributions shall be allocated when made and credited to the
Participant's Account.

     Matching Contributions shall be allocated to the persons for whom such
Contributions are made under the COMPANY CONTRIBUTIONS SECTION of this article.
Such Contributions shall be allocated when made and credited to the person's
Account.

     The discretionary Qualified Nonelective Contributions to be used to reduce
excess amounts, as described in the COMPANY CONTRIBUTIONS SECTION of this
article, shall be allocated as of the last day of the Plan Year only to
Nonhighly Compensated Employees who meet the allocation requirements of this
section. Such Contributions shall be allocated first to the eligible person with
the lowest Annual Compensation for the Plan Year, then to the eligible person
with the next lowest Annual Compensation, and so forth, in each case subject to
the applicable limits of the CONTRIBUTION LIMITATION SECTION of this article.
This amount shall be credited to the person's Account.

SECTION 3.04--CONTRIBUTION LIMITATION.

(a)  Definitions. For the purpose of determining the contribution limitation set
     forth in this section, the following terms are defined.

          ANNUAL ADDITIONS means the sum of the following amounts credited to a
          Participant's account for the Limitation Year:

          (1)  company contributions;

          (2)  participant contributions; and

          (3)  forfeitures.

          Annual Additions to a defined contribution plan shall also include the
          following:

          (4)  amounts allocated, after March 31, 1984, to an individual medical
               account, as defined in Code Section 415(l)(2), which are part of
               a pension or annuity plan maintained by the Company,

          (5)  amounts derived from contributions paid or accrued after December
               31, 1985, in taxable years ending after such date, which are
               attributable to post-retirement medical benefits, allocated to
               the separate account of a key employee, as defined in Code
               Section 419A(d)(3), under a welfare benefit fund, as defined in
               Code Section 419(e), maintained by the Company; and

          (6)  allocations under a simplified employee pension.

          For this purpose, any Excess Amount applied under (e) below in the
          Limitation Year to reduce Company Contributions shall be considered
          Annual Additions for such Limitation Year.

RESTATEMENT JANUARY 1, 1997              27                  ARTICLE III (66777)

          COMPANY means the Company that adopts this Plan, and all members of a
          controlled group of corporations (as defined in Code Section 414(b) as
          modified by Code Section 415(h)), all commonly controlled trades or
          businesses (as defined in Code Section 415(c) as modified by Code
          Section 415(h)) or affiliated service groups (as defined in Code
          Section 414(m)) of which the adopting Company is a part, and any other
          entity required to be aggregated with the Company pursuant to
          regulations under Code Section 414(o).

          COMPENSATION means wages within the meaning of Code Section 3401(a)
          and all other payments of compensation to an Agent or Field Manager by
          the Company (in the course of the Company's trade or business) for
          which the Company is required to furnish the Agent or Field Manager a
          written statement under Code Sections 6041(d), 6051(a)(3), and 6052.
          Compensation must be determined without regard to any rules under.
          Code Section 3401(a) that limit the remuneration included in wages
          based on the nature or location of the employment or the services
          performed (such as the exception for agricultural labor in Code
          Section 3401(a)(2)). The amount reported in the "Wages, Tips and Other
          Compensation" box on Form W-2 satisfies this definition.

          For any Self-employed Individual, Compensation shall mean Earned
          Income.

          For purposes of applying the limitations of this section, Compensation
          for a Limitation Year is the Compensation actually paid or made
          available in gross income during such Limitation Year.

          For Limitation Years beginning after December 31, 1997, for purposes
          of applying the limitations of this section, Compensation paid or made
          available during such Limitation Year shall include any elective
          deferral (as defined in Code Section 402(g)(3)), and any amount which
          is contributed or deferred by the Company at the election of the Agent
          or Field Manager and which is not includible in the gross income of
          the Agent or Field Manager by reason of Code Section 125 or 457.

          DEFINED BENEFIT PLAN FRACTION means a fraction, the numerator of which
          is the sum of the Participant's Projected Annual Benefits under all
          the defined benefit plans (whether or not terminated) maintained by
          the Company, and the denominator of which is the lesser of 125 percent
          of the dollar limitation determined for the Limitation Year under Code
          Sections 415(b) and (d) or 140 percent of the Highest Average
          Compensation, including any adjustments under Code Section 415(b).

          Notwithstanding the above, if the Participant was a participant as of
          the first day of the first Limitation Year beginning after December
          31, 1986, in one or more defined benefit plans maintained by the
          Company which were in existence on May 6, 1986, the denominator of
          this fraction will not be less than 125 percent of the sum of the
          annual benefits under such plans which the Participant had accrued as
          of the close of the last Limitation Year beginning before January 1,
          1987, disregarding any changes in the terms and conditions of the plan
          after May 5, 1986. The preceding sentence applies only if the defined
          benefit plans individually and in the aggregate satisfied the
          requirements of Code Section 415 for all Limitation Years beginning
          before January 1, 1987.

          DEFINED CONTRIBUTION DOLLAR LIMITATION means $30,000, as adjusted
          under Code Section 415(d).

          DEFINED CONTRIBUTION PLAN FRACTION means a fraction, the numerator of
          which is the sum of the Annual Additions to the Participant's account
          under all the defined contribution plans (whether or

RESTATEMENT JANUARY 1, 1997              28                  ARTICLE III (66777)

          not terminated) maintained by the Company for the current and all
          prior Limitation Years (including the Annual Additions attributable to
          the Participant's nondeductible employee contributions to all defined
          benefit plans, whether or not terminated, maintained by the Company,
          and the Annual Additions attributable to all welfare benefit funds,
          individual medical accounts, and simplified employee pensions,
          maintained by the Company), and the denominator of which is the sum of
          the maximum aggregated amounts for the current and all prior
          Limitation Years of service with the Company (regardless of whether a
          defined contribution plan was maintained by the Company). The maximum
          aggregate amount in any Limitation Year is the lesser of (i) 125
          percent of the dollar limitation determined under Code Sections 415(b)
          and (d) in effect under Code Section 415(c)(1)(A) or (ii) 35 percent
          of the Participant's Compensation for such year.

          If the Agent or Field Manager was a participant as of the end of the
          first day of the first Limitation Year beginning after December 31,
          1986, in one or more defined contribution plans maintained by the
          Company which were in existence on May 6, 1986, the numerator of this
          fraction will be adjusted if the sum of this fraction and the Defined
          Benefit Fraction would otherwise exceed 1.0 under the terms of this
          Plan. Under the adjustment, an amount equal to the product of (i) the
          excess of the sum of the fractions over 1.0 times (ii) the denominator
          of this fraction, will be permanently subtracted from the numerator of
          this fraction. The adjustment is calculated using the fractions as
          they would be computed as of the end of the last Limitation Year
          beginning before January 1, 1987, and disregarding any changes in the
          terms and conditions of the plan made after May 5, 1986, but using the
          Code Section 415 limitation applicable to the first Limitation Year
          beginning on or after January 1, 1987.

          The Annual Addition for any Limitation Year beginning before January
          1, 1987, shall not be recomputed to treat all employee contributions
          as Annual Additions.

          EXCESS AMOUNT means the excess of the Participant's Annual Additions
          for the Limitation Year over the Maximum Permissible Amount.

          HIGHEST AVERAGE COMPENSATION means the average Compensation for the
          three consecutive Years of Service (see the DEFINITIONS SECTION of
          Article I) with the Company that produces the highest average.

          LIMITATION YEAR means the consecutive 12-month period ending on the
          last day of each Plan Year, including corresponding consecutive
          12-month periods before January 1, 1985. If the Limitation Year is
          other than the calendar year, execution of this Plan (or any amendment
          to this Plan changing the Limitation Year) constitutes the Company's
          adoption of a written resolution electing the Limitation Year. If the
          Limitation Year is amended to a different consecutive 12-month period,
          the new Limitation Year must begin on a date within the Limitation
          Year in which the amendment is made.

          MAXIMUM PERMISSIBLE AMOUNT means the maximum Annual Addition that may
          be contributed or allocated to a Participant's Account under the Plan
          for any Limitation Year. This amount shall not exceed the lesser of:

          (1)  The Defined Contribution Dollar Limitation, or

          (2)  25 percent of the Participant's Compensation for the Limitation
               Year.

RESTATEMENT JANUARY 1, 1997              29                  ARTICLE III (66777)

          The compensation limitation referred to in (2) shall not apply to any
          contribution for medical benefits (within the meaning of Code Section
          401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition
          under Code Section 415(l)(1) or 419A(d)(2).

          If a short Limitation Year is created because of an amendment changing
          the Limitation Year to a different consecutive 12-month period, the
          Maximum Permissible Amount will not exceed the Defined Contribution
          Dollar Limitation multiplied by the following fraction:

                  Number of months in the short Limitation Year
                  ---------------------------------------------
                                       12

          PROJECTED ANNUAL BENEFIT means the annual retirement benefit (adjusted
          to an actuarially equivalent Straight Life Annuity if such benefit is
          expressed in a form other than a Straight Life Annuity or Qualified
          Joint and Survivor Annuity) to which the Participant would be entitled
          under the terms of the plan assuming:

          (1)  the Participant will continue employment until normal retirement
               age under the plan (or current age, if later), and

          (2)  the Participant's Compensation for the current Limitation Year
               and all other relevant factors used to determine benefits under
               the Plan will remain constant for all future Limitation Years.

          STRAIGHT LIFE ANNUITY means an annuity payable in equal installments
          for the life of the participant that terminates upon the participant's
          death.

(b)       If the Participant does not participate in, and has never participated
          in, another qualified plan maintained by the Company or a welfare
          benefit fund, as defined in Code Section 419(e), maintained by the
          Company, or an individual medical account, as defined in Code Section
          415(l)(2), maintained by the Company, or a simplified employee
          pension, as defined in Code Section 408(k), maintained by the Company,
          which provides an Annual Addition, the amount of Annual Additions
          which may be credited to the Participant's Account for any Limitation
          Year shall not exceed the lesser of the Maximum Permissible Amount or
          any other limitation contained in this Plan. If the Company
          Contribution that would otherwise be contributed or allocated to the
          Participant's Account would cause the Annual Additions for the
          Limitation Year to exceed the Maximum Permissible Amount, the amount
          contributed or allocated shall be reduced so that the Annual Additions
          for the Limitation Year will equal the Maximum Permissible Amount.

(c)       Prior to determining the Participant's actual Compensation for the
          Limitation Year, the Company may determine the Maximum Permissible
          Amount for a Participant on the basis of a reasonable estimation of
          the Participant's Compensation for the Limitation Year, uniformly
          determined for all Participants similarly situated.

(d)       As soon as is administratively feasible after the end of the
          Limitation Year, the Maximum Permissible Amount for the Limitation
          Year will be determined on the basis of the Participant's Actual
          Compensation for the Limitation Year.

RESTATEMENT JANUARY 1, 1997              30                  ARTICLE III (66777)

(e)       If a reasonable error in estimating a Participant's Compensation for
          the Limitation Year, a reasonable error in determining the amount of
          elective deferrals (within the meaning of Code Section 402(g)(3)) that
          may be made with respect to any individual under the limits of Code
          Section 415, or under other facts and circumstances allowed by the
          Internal Revenue Service, there is an Excess Amount, the excess will
          be disposed of as follows:

          (1) Any nondeductible Voluntary Contributions (plus attributable
          earnings), to the extent they would reduce the Excess Amount, will be
          returned (distributed, in the case of earnings) to the Participant.

          (2) If after the application of (1) above an Excess Amount still
          exists, any Elective Deferral Contributions that are not the basis for
          Matching Contributions (plus attributable earnings), to the extent
          they would reduce the Excess Amount, will be distributed to the
          Participant.

          (3) If after the application of (2) above an Excess Amount still
          exists, any Elective Deferral Contributions that are the basis for
          Matching Contributions (plus attributable earnings), to the extent
          they would reduce the Excess Amount, will be distributed to the
          Participant. Concurrently with the distribution of such Elective
          Deferral Contributions, any Matching Contributions which relate to any
          Elective Deferral Contributions distributed in the preceding sentence,
          to the extent such application would reduce the Excess Amount, will be
          applied as provided in (4) or (5) below:

          (4) If after the application of (3) above an Excess Amount still
          exists, and the Participant is covered by the Plan at the end of the
          Limitation Year, the Excess Amount in the Participant's Account will
          be used to reduce Company Contributions for such Participant in the
          next Limitation Year, and each succeeding Limitation Year if
          necessary.

          (5) If after the application of (3) above an Excess Amount still
          exists, and the Participant is not covered by the Plan at the end of
          the Limitation Year, the Excess Amount will be held unallocated in a
          suspense account. The suspense account will be applied to reduce
          future Company Contributions for all remaining Participants in the
          next Limitation Year, and each succeeding Limitation Year if
          necessary.

          (6) If a suspense account is in existence at any time during a
          Limitation Year pursuant to this (e), it will participate in the
          allocation of investment gains or losses. If a suspense account is in
          existence at any time during a particular Limitation Year, all amounts
          in the suspense account must be allocated and reallocated to
          Participant's Accounts before any Company Contributions or any
          Participant Contributions may be made to the Plan for that Limitation
          Year. Excess Amounts held in a suspense account may not be distributed
          to Participants or former Participants.

(f)       This (f) applies if, in addition to this Plan, the Participant is
          covered under another qualified defined contribution plan maintained
          by the Company, a welfare benefit fund maintained by the Company, an
          individual medical account maintained by the Company, or a simplified
          employee pension maintained by the Company which provides an Annual
          Addition during any Limitation Year. The aggregate Annual Additions
          under all such plans and funds for the Limitation Year will not exceed
          the Maximum Permissible Amount. Any reduction necessary shall be made
          first

RESTATEMENT JANUARY 1, 1997              31                  ARTICLE III (66777)

          to the profit sharing plans, then to all other such plans and funds,
          if necessary, by reducing first those that were most recently
          allocated. Welfare benefit funds and individual medical accounts shall
          be deemed to be allocated first. However, Elective Deferral
          Contributions shall be the last contributions reduced before the
          welfare benefit fund or individual medical account is reduced.

(g)       If the Company maintains, or at any time maintained, a qualified
          defined benefit plan covering any Participant in this Plan, the sum of
          the Participant's Defined Benefit Plan Fraction and Defined
          Contribution Plan Fraction will not exceed 1.0 in any Limitation Year.
          Annual Additions to the defined contribution plan(s) shall be limited
          to the extent needed to reduce the sum to 1.0 in the same manner in
          which the Annual Additions are limited to meet the Maximum Permissible
          Amount. This subparagraph shall cease to apply effective as of the
          first Limitation Year beginning on or after January 1, 2000.

SECTION 3.05--EXCESS AMOUNTS.

(a)       Definitions. For the purposes of this section, the following terms are
          defined:

          ACP means the average (expressed as a percentage) of the Contribution
          Percentages of the Eligible Participants in a group.

          ADP means the average (expressed as a percentage) of the Deferral
          Percentages of the Eligible Participants in a group.

          AGGREGATE LIMIT means the greater of:

          (1)  The sum of:

               (i) 125 percent of the greater of the ADP of the Nonhighly
               Compensated Employees for the prior Plan Year or the ACP of the
               Nonhighly Compensated Employees under the plan subject to Code
               Section 401(m) for the Plan Year beginning with or within the
               prior Plan Year of the cash or deferred arrangement, and

               (ii) the lesser of 200 percent or 2 percent plus the lesser of
               such ADP or ACP.

          (2)  The sum of:

               (i) 125 percent of the lesser of the ADP of the Nonhighly
               Compensated Employees for the prior Plan Year or the ACP of the
               Nonhighly Compensated Employees under the plan subject to Code
               Section 401 (m) for the Plan Year beginning with or within the
               prior Plan Year of the cash or deferred arrangement, and

               (ii) the lesser of 200 percent or 2 percent plus the greater of
               such ADP or ACP.

          If the Company has elected to use the current testing method, then, in
          calculating the Aggregate Limit for a particular Plan Year, the
          Nonhighly Compensated Employees' ADP and ACP for that Plan Year,
          instead of the prior Plan Year, is used.

RESTATEMENT JANUARY 1, 1997              32                  ARTICLE III (66777)

     CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage) of the
     Eligible Participant's Contribution Percentage Amounts to the Eligible
     Participant's Compensation for the Plan Year (whether or not the Eligible
     Participant was an Eligible Participant for the entire Plan Year). In
     modification of the foregoing, Compensation shall be limited to the
     Compensation received while an Eligible Participant. For an Eligible
     Participant for whom such Contribution Percentage Amounts for the Plan Year
     are zero, the percentage is zero.

     CONTRIBUTION PERCENTAGE AMOUNTS means the sum of the Participant
     Contributions and Matching Contributions (that are not Qualified Matching
     Contributions taken into account for purposes of the ADP Test) made under
     the Plan on behalf of the Eligible Participant for the Plan Year. Such
     Contribution Percentage Amounts shall not include Matching Contributions
     that are forfeited either to correct Excess Aggregate Contributions or
     because the Contributions to which they relate are Excess Elective
     Deferrals, Excess Contributions, or Excess Aggregate Contributions. Under
     such rules as the Secretary of the Treasury shall prescribe, in determining
     the Contribution Percentage the Company may elect to include Qualified
     Nonelective Contributions under this Plan which were not used in computing
     the Deferral Percentage. The Company may also elect to use Elective
     Deferral Contributions in computing the Contribution Percentage so long as
     the ADP Test is met before the Elective Deferral Contributions are used in
     the ACP Test and continues to be met following the exclusion of those
     Elective Deferral Contributions that are used to meet the ACP Test.

     DEFERRAL PERCENTAGE means the ratio (expressed as a percentage) of Elective
     Deferral Contributions under this Plan on behalf of the Eligible
     Participant for the Plan Year to the Eligible Participant's Compensation
     for the Plan Year (whether or not the Eligible Participant was an Eligible
     Participant for the entire Plan Year). In modification of the foregoing,
     Compensation shall be limited to the Compensation received while an
     Eligible Participant. The Elective Deferral Contributions used to determine
     the Deferral Percentage shall include Excess Elective Deferrals (other than
     Excess Elective Deferrals of Nonhighly Compensated Employees that arise
     solely from Elective Deferral Contributions made under this Plan or any
     other plans of the Company or a Controlled Group member), but shall exclude
     Elective Deferral Contributions that are used in computing the Contribution
     Percentage (provided the ADP Test is satisfied both with and without
     exclusion of these Elective Deferral Contributions). Under such rules as
     the Secretary of the Treasury shall prescribe, the Company may elect to
     include Qualified Nonelective Contributions and Qualified Matching
     Contributions under this Plan in computing the Deferral Percentage. For an
     Eligible Participant for whom such contributions on his behalf for the Plan
     Year are zero, the percentage is zero.

     ELECTIVE DEFERRAL CONTRIBUTIONS means any employer contributions made to a
     plan at the election of a participant, in lieu of cash compensation, and
     shall include contributions made pursuant to a salary reduction agreement
     or other deferral mechanism. With respect to any taxable year, a
     participant's Elective Deferral Contributions are the sum of all Company
     contributions made on behalf of such participant pursuant to an election to
     defer under any qualified cash or deferred arrangement described in Code
     Section 401(k), any salary reduction simplified employee pension plan
     described in Code Section 408(k)(6), any SIMPLE IRA plan described in Code
     Section 408(p), any eligible deferred compensation plan under Code Section
     457, any plan described under Code Section 501(c)(18), and any employer
     contributions made on behalf of a participant for the purchase of an
     annuity contract under Code Section 403(b) pursuant to a

RESTATEMENT JANUARY 1, 1997              33                  ARTICLE III (66777)

     salary reduction agreement. Elective Deferral Contributions shall not
     include any deferrals properly distributed as excess annual additions.

     ELIGIBLE PARTICIPANT means, for purposes of determining the Deferral
     Percentage, any Agent or Field Manager who is otherwise entitled to make
     Elective Deferral Contributions under the terms of the Plan for the Plan
     Year. Eligible Participant means, for purposes of determining the
     Contribution Percentage, any Agent or Field Manager who is eligible (i) to
     make a Participant Contribution or an Elective Deferral Contribution (if
     the Company takes such contributions into account in the calculation of the
     Contribution Percentage), or (ii) to receive a Matching Contribution
     (including forfeitures) or a Qualified Matching Contribution. If a
     Participant Contribution is required as a condition of participation in the
     Plan, any Agent or Field Manager who would be a Participant in the Plan if
     such Agent or Field Manager made such a contribution shall be treated as
     an-Eligible Participant on behalf of whom no Participant Contributions are
     made.

     EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan Year, the
     excess of:

     (1)  The aggregate Contribution Percentage Amounts taken into account in
          computing the numerator of the Contribution Percentage actually made
          on behalf of Highly Compensated Employees for such Plan Year, over

     (2)  The maximum Contribution Percentage Amounts permitted by the ACP Test
          (determined by hypothetically reducing contributions made on behalf of
          Highly Compensated Employees in order of their Contribution
          Percentages beginning with the highest of such percentages).

     Such determination shall be made after first determining Excess Elective
     Deferrals and then determining Excess Contributions.

     EXCESS CONTRIBUTIONS means, with respect to any Plan Year, the excess of:

     (1)  The aggregate amount of Company contributions actually taken into
          account in computing the Deferral Percentage of Highly Compensated
          Employees for such Plan Year, over

     (2)  The maximum amount of such contributions permitted by the ADP Test
          (determined by hypothetically reducing contributions made on behalf of
          Highly Compensated Employees in the order of the Deferral Percentages,
          beginning with the highest of such percentages).

     Such determination shall be made after first determining Excess Elective
     Deferrals.

     EXCESS ELECTIVE DEFERRALS means those Elective Deferral Contributions that
     are includible in a Participant's gross income under Code Section 402(g) to
     the extent such Participant's Elective Deferral Contributions for a taxable
     year exceed the dollar limitation under such Code section. Excess Elective
     Deferrals shall be treated as Annual Additions, as defined in the
     CONTRIBUTION LIMITATION SECTION of this article, under the Plan, unless
     such amounts are distributed no later than the first April 15 following the
     close of the Participant's taxable year.

     MATCHING CONTRIBUTIONS means employer contributions made to this or any
     other defined contribution plan, or to a contract described in Code Section
     403(b), on behalf of a participant on account of a Participant Contribution
     made by such participant, or on account of a participant's

RESTATEMENT JANUARY 1, 1997              34                  ARTICLE III (66777)

     Elective Deferral Contributions, under a plan maintained by the Company or
     a Controlled Group member.

     PARTICIPANT CONTRIBUTIONS means contributions made to the plan by or on
     behalf of a participant that are included in the participant's gross income
     in the year in which made and that are maintained under a separate account
     to which the earnings and losses are allocated.

     QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which are
     subject to the distribution and nonforfeitability requirements under Code
     Section 401(k) when made.

     QUALIFIED NONELECTIVE CONTRIBUTIONS means any employer contributions (other
     than Matching Contributions) which an employee may not elect to have paid
     to him in cash instead of being contributed to the plan and which are
     subject to the distribution and nonforfeitability requirements under Code
     Section 401k) when made.

(b)  Excess Elective Deferrals. A Participant may assign to this Plan any Excess
     Elective Deferrals made during a taxable year of the Participant by
     notifying the Plan Administrator in writing on or before the first
     following March 1 of the amount of the Excess Elective Deferrals to be
     assigned to the Plan. A Participant is deemed to notify the Plan
     Administrator of any Excess Elective Deferrals that arise by taking into
     account only those Elective Deferral Contributions made to this Plan and
     any other plan of the Company or a Controlled Group member. The
     Participant's claim for Excess Elective Deferrals shall be accompanied by
     the Participant's written statement that if such amounts are not
     distributed, such Excess Elective Deferrals will exceed the limit imposed
     on the Participant by Code Section 402(g) for the year in which the
     deferral occurred. The Excess Elective Deferrals assigned to this Plan
     cannot exceed the Elective Deferral Contributions allocated under this Plan
     for such taxable year.

     Notwithstanding any other provisions of the Plan, Elective Deferral
     Contributions in an amount equal to the Excess Elective Deferrals assigned
     to this Plan, plus any income and minus any loss allocable thereto, shall
     be distributed no later than April 15 to any Participant to whose Account
     Excess Elective Deferrals were assigned for the preceding year and who
     claims Excess Elective Deferrals for such taxable year.

     The Excess Elective Deferrals shall be adjusted for income or loss. The
     income or loss allocable to such Excess Elective Deferrals shall be equal
     to the income or loss allocable to the Participant's Elective Deferral
     Contributions for the taxable year in which the excess occurred multiplied
     by a fraction. The numerator of the fraction is the Excess Elective
     Deferrals. The denominator of the fraction is the closing balance without
     regard to any income or loss occurring during such taxable year (as of the
     end of such taxable year) of the Participant's Account resulting from
     Elective Deferral Contributions.

     Any Matching Contributions which were based on the Elective Deferral
     Contributions which are distributed as Excess Elective Deferrals, plus any
     income and minus any loss allocable thereto, shall be forfeited.

(c)  ADP Test. As of the end of each Plan Year after Excess Elective Deferrals
     have been determined, the Plan must satisfy the ADP Test. The ADP Test
     shall be satisfied using the prior year testing method, unless the Company
     has elected to use the current year testing method.

RESTATEMENT JANUARY 1, 1997              35                  ARTICLE III (66777)

     (1)  Prior Year Testing Method. The ADP for a Plan Year for Eligible
          Participants who are Highly Compensated Employees for each Plan Year
          and the prior year's ADP for Eligible Participants who were Nonhighly
          Compensated Employees for the prior Plan Year must satisfy one of the
          following tests:

          (i)  The ADP for a Plan Year for Eligible Participants who are Highly
               Compensated Employees for the Plan Year shall not exceed the
               prior year's ADP for Eligible Participants who were Nonhighly
               Compensated Employees for the prior Plan Year multiplied by 1.25;
               or

          (ii) The ADP for a Plan Year for Eligible Participants who are Highly
               Compensated Employees for the Plan Year:

               A.   shall not exceed the prior year's ADP for Eligible
                    Participants who were Nonhighly Compensated Employees for
                    the prior Plan Year multiplied by 2, and

               B.   the difference between such ADPs is not more than 2.

          If this is not a successor plan, for the first Plan Year the Plan
          permits any Participant to make Elective Deferral Contributions, for
          purposes of the foregoing tests, the prior year's Nonhighly
          Compensated Employees' ADP shall be 3 percent, unless the Company has
          elected to use the Plan Year's ADP for these Eligible Participants.

     (2)  Current Year Testing Method. The ADP for a Plan Year for Eligible
          Participants who are Highly Compensated Employees for each Plan Year
          and the ADP for Eligible Participants who are Nonhighly Compensated
          Employees for the Plan Year must satisfy one of the following tests:

          (i)  The ADP for a Plan Year for Eligible Participants who are Highly
               Compensated Employees for the Plan Year shall not exceed the ADP
               for Eligible Participants who are Nonhighly Compensated Employees
               for the Plan Year multiplied by 1.25; or

          (ii) The ADP for a Plan Year for Eligible Participants who are Highly
               Compensated Employees for the Plan Year:

               A.   shall not exceed the ADP for Eligible Participants who are
                    Nonhighly Compensated Employees for the Plan Year multiplied
                    by 2, and

               B.   the difference between such ADP's is not more than 2.

          If the Company has elected to use the current year testing method,
          that election cannot be changed unless (i) the Plan has been using the
          current year testing method for the preceding five Plan Years, or if
          less, the number of Plan Years the Plan has been in existence; or (ii)
          the Plan otherwise meets one of the conditions specified in Internal
          Revenue Service Notice 98-1 (or superseding guidance) for changing
          from the current year testing method.

RESTATEMENT JANUARY 1, 1997              36                  ARTICLE III (66777)

          A Participant is a Highly Compensated Employee for a particular Plan
          Year if he meets the definition of a Highly Compensated Employee in
          effect for that Plan Year. Similarly, a Participant is a Nonhighly
          Compensated Employee for a particular Plan Year if he does not meet
          the definition of a Highly Compensated Employee in effect for that
          Plan Year.

          The Deferral Percentage for any Eligible Participant who is a Highly
          Compensated Employee for the Plan Year and who is eligible to have
          Elective Deferral Contributions (and Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, if treated
          as Elective Deferral Contributions for purposes of the ADP Test)
          allocated to his account under two or more arrangements described in
          Code Section 401(k) that are maintained by the Company or a Controlled
          Group member shall be determined as if such Elective Deferral
          Contributions (and, if applicable, such Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both) were made
          under a single arrangement. If a Highly Compensated Employee
          participates in two or more cash or deferred arrangements that have
          different plan years, all cash or deferred arrangements ending with or
          within the same calendar year shall be treated as a single
          arrangement. The foregoing notwithstanding, certain plans shall be
          treated as separate if mandatorily disaggregated under the regulations
          of Code Section 401(k).

          In the event this Plan satisfies the requirements of Code Section
          401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
          plans, or if one or more other plans satisfy the requirements of such
          Code sections only if aggregated with this Plan, then this section
          shall be applied by determining the Deferral Percentage of Agents and
          Field Managers as if all such plans were a single plan. Any
          adjustments to the Nonhighly Compensated Employee ADP for the prior
          year shall be made in accordance with Internal Revenue Service Notice
          98-1 (or superseding guidance), unless the Company has elected to use
          the current year testing method.

          For purposes of the ADP Test, Elective Deferral Contributions,
          Qualified Nonelective Contributions, and Qualified Matching
          Contributions must be made before the end of the 12-month period
          immediately following the Plan Year to which the contributions relate.

          The Company shall maintain records sufficient to demonstrate
          satisfaction of the ADP Test and the amount of Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.

          If the Plan Administrator should determine during the Plan Year that
          the ADP Test is not being met, the Plan Administrator may limit the
          amount of future Elective Deferral Contributions of the Highly
          Compensated Employees.

          Notwithstanding any other provisions of this Plan, Excess
          Contributions, plus any income and minus any loss allocable thereto,
          shall be distributed no later than the last day of each Plan Year to
          Participants to whose Accounts Such Excess Contributions were
          allocated for the preceding Plan Year. Excess Contributions are
          allocated to the Highly Compensated Employees with the largest amounts
          of Company contributions taken into account in calculating the ADP
          Test for the year in which the excess arose, beginning with the Highly
          Compensated Employee with the largest amount of such Company
          contributions and continuing in descending order until all of the
          Excess Contributions have been allocated. For purposes of the
          preceding sentence, the "largest amount" is determined after
          distribution of any Excess Contributions. If such excess amounts are
          distributed more than 2 1/2 months after the last day of the Plan Year
          in which such excess

RESTATEMENT JANUARY 1, 1997              37                  ARTICLE III (66777)

          amounts arose, a 10 percent excise tax shall be imposed on the
          employer maintaining the plan with respect to such amounts.

          Excess Contributions shall be treated as Annual Additions, as defined
          in the CONTRIBUTION LIMITATION SECTION of this article.

          The Excess Contributions shall be adjusted for income or loss. The
          income or loss allocable to such Excess Contributions allocated to
          each Participant shall be equal to the income or loss allocable to the
          Participant's Elective Deferral Contributions (and, if applicable,
          Qualified Nonelective Contributions or Qualified Matching
          Contributions, or both) for the Plan Year in which the excess occurred
          multiplied by a fraction. The numerator of the fraction is the Excess
          Contributions. The denominator of the fraction is the closing balance
          without regard to any income or loss occurring during such Plan Year
          (as of the end of such Plan Year) of the Participant's Account
          resulting from Elective Deferral Contributions (and Qualified
          Nonelective Contributions or Qualified Matching Contributions, or
          both, if such contributions are included in the ADP Test).

          Excess Contributions allocated to a Participant shall be distributed
          from the Participant's Account resulting from Elective Deferral
          Contributions. If such Excess Contributions exceed the balance in the
          Participant's Account resulting from Elective Deferral Contributions,
          the balance shall be distributed from the Participant's Account
          resulting from Qualified Matching Contributions (if applicable) and
          Qualified Nonelective Contributions, respectively.

          Any Matching Contributions which were based on the Elective Deferral
          Contributions which are distributed as Excess Contributions, plus any
          income and minus any loss allocable thereto, shall be forfeited.

(d)  ACP Test. As of the end of each Plan Year, the Plan must satisfy the ACP
     Test. The ACP Test shall be satisfied using the prior year testing method,
     unless the Company has elected to use the current year testing method.

     (1)       Prior Year Testing Method. The ACP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the prior year's ACP for Eligible Participants who were
               Nonhighly Compensated Employees for the prior Plan Year must
               satisfy one of the following tests:

               (i)  The ACP for the Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the prior year's ACP for Eligible Participants who
                    were Nonhighly Compensated Employees for the prior Plan Year
                    multiplied by 1.25; or

               (ii) The ACP for a Plan. Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the prior year's ACP for Eligible
                         Participants who were Nonhighly Compensated Employees
                         for the prior Plan Year multiplied by 2, and

                    B.   the difference between such ACPs is not more than 2.

RESTATEMENT JANUARY 1, 1997              38                  ARTICLE III (66777)

               If this is not a successor plan, for the first Plan Year the Plan
               permits any Participant to make Participant Contributions,
               provides for Matching Contributions, or both, for purposes of the
               foregoing tests, the prior year's Nonhighly Compensated
               Employees' ACP shall be 3 percent, unless the Company has elected
               to use the Plan Year's ACP for these Eligible Participants.

     (2)       Current Year Testing Method. The ACP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the ACP for Eligible Participants who are Nonhighly
               Compensated Employees for the Plan Year must satisfy one of the
               following tests:

               (i)  The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the ACP for Eligible Participants who are Nonhighly
                    Compensated Employees for the Plan Year multiplied by 1.25;
                    or

               (ii) The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the ACP for Eligible Participants who
                         are Nonhighly Compensated Employees for the Plan Year
                         multiplied by 2, and

                    B.   the difference between such ACPs is not more than 2.

               If the Company has elected to use the current year testing
               method, that election cannot be changed unless (i) the Plan has
               been using the current year testing method for the preceding five
               Plan Years, or if less, the number of Plan Years the Plan has
               been in existence; or (ii) the Plan otherwise meets one of the
               conditions specified in Internal Revenue Service Notice 98-1 (or
               superseding guidance) for changing from the current year testing
               method.

     A Participant is a Highly Compensated Employee for a particular Plan Year
     if he meets the definition of a Highly Compensated Employee in effect for
     that Plan Year. Similarly, a Participant is a Nonhighly Compensated
     Employee for a particular Plan Year if he does not meet the definition of a
     Highly Compensated Employee in effect for that Plan Year.

     Multiple Use. If one or more Highly Compensated Employees participate in
     both a cash or deferred arrangement and a plan subject to the ACP Test
     maintained by the Company or a Controlled Group member, and the sum of the
     ADP and ACP of those Highly Compensated Employees subject to either or both
     tests exceeds the Aggregate Limit, then the Contribution Percentage of
     those Highly Compensated Employees who also participate in a cash or
     deferred arrangement will be reduced in the manner described below for
     allocating Excess Aggregate Contributions so that the limit is not
     exceeded. The amount by which each Highly Compensated Employee's
     Contribution Percentage is reduced shall be treated as an Excess Aggregate
     Contribution. The ADP and ACP of the Highly Compensated Employees are
     determined after any corrections required to meet the ADP Test and ACP Test
     and are deemed to be the maximum permitted under such tests for the Plan
     Year. Multiple use does not occur if either the ADP or ACP of the Highly
     Compensated Employees does not exceed 1.25 multiplied by the ADP and ACP,
     respectively, of the Nonhighly Compensated Employees.

RESTATEMENT JANUARY 1, 1997              39                  ARTICLE III (66777)

     The Contribution Percentage for any Eligible Participant who is a Highly
     Compensated Employee for the Plan Year and who is eligible to have
     Contribution Percentage Amounts allocated to his account under two or more
     plans described in Code Section 401(a) or arrangements described in Code
     Section 401(k) that are maintained by the Company or a Controlled Group
     member shall be determined as if the total of such Contribution Percentage
     Amounts was made under each plan. If a Highly Compensated Employee
     participates in two or more cash or deferred arrangements that have
     different plan years, all cash or deferred arrangements ending with or
     within the same calendar year shall be treated as a single arrangement. The
     foregoing notwithstanding, certain plans shall be treated as separate if
     mandatorily disaggregated under the regulations of Code Section 401(m).

     In the event this Plan satisfies the requirements of Code Section 401(m),
     401(a)(4), or 410(b) only if aggregated with one or more other plans, or if
     one or more other plans satisfy the requirements of such Code sections only
     if aggregated with this Plan, then this section shall be applied by
     determining the Contribution Percentage of Agents and Field Managers if all
     such plans were a single plan. Any adjustments to the Nonhighly Compensated
     Employee ACP for the prior year shall be made in accordance with Internal
     Revenue Service Notice 98-1 (or superseding guidance), unless the Company
     has elected to use the current year testing method.

     For purposes of the ACP Test, Participant Contributions are considered to
     have been made in the Plan Year in which contributed to the Plan. Matching
     Contributions and Qualified Nonelective Contributions will be considered to
     have been made for a Plan Year if made no later than the end of the
     12-month period beginning on the day after the close of the Plan Year.

     The Company shall maintain records sufficient to demonstrate satisfaction
     of the ACP Test and the amount of Qualified Nonelective Contributions or
     Qualified Matching Contributions, or both, used in such test.

     Notwithstanding any other provisions of this Plan, Excess Aggregate
     Contributions, plus any income and minus any loss allocable thereto, shall
     be forfeited, if not vested, or distributed, if vested, no later than the
     last day of each Plan Year to Participants to whose Accounts such Excess
     Aggregate Contributions were allocated for the preceding Plan Year. Excess
     Aggregate Contributions are allocated to the Highly Compensated Employees
     with the largest Contribution Percentage Amounts taken into account in
     calculating the ACP Test for the year in which the excess arose, beginning
     with the Highly Compensated Employee with the largest amount of such
     Contribution Percentage Amounts and continuing in descending order until
     all of the Excess Aggregate Contributions have been allocated. For purposes
     of the preceding sentence, the "largest amount" is determined after
     distribution of any Excess Aggregate Contributions. If such Excess
     Aggregate Contributions are distributed more than 2 1/2 months after the
     last day of the Plan Year in which such excess amounts arose, a 10 percent
     excise tax shall be imposed on the employer maintaining the plan with
     respect to such amounts.

     Excess Aggregate Contributions shall be treated as Annual Additions, as
     defined in the CONTRIBUTION LIMITATION SECTION of this article.

     The Excess Aggregate Contributions shall be adjusted for income or loss.
     The income or loss allocable to such Excess Aggregate Contributions
     allocated to each Participant shall be equal to the income or loss
     allocable to the Participant's Contribution Percentage Amounts for the Plan

RESTATEMENT JANUARY 1, 1997              40                  ARTICLE III (66777)

     Year in which the excess occurred multiplied by a fraction. The numerator
     of the fraction is the Excess Aggregate Contributions. The denominator of
     the fraction is the closing balance without regard to any income or loss
     occurring during such Plan Year (as of the end of such Plan Year) of the
     Participant's Account resulting from Contribution Percentage Amounts.

     Excess Aggregate Contributions allocated to a Participant shall be
     distributed from the Participant's Account resulting from Participant
     Contributions that are not required as a condition of employment or
     participation or for obtaining additional benefits from Company
     Contributions. If such Excess Aggregate Contributions exceed the balance in
     the Participant's Account resulting from such Participant's Contributions,
     the balance shall be forfeited, if not vested, or distributed, if vested,
     on a pro-rata basis from the Participant's Account resulting from
     Contribution Percentage Amounts.

(e)  Company Elections. The Company has made an election to use the current year
     testing method.

RESTATEMENT JANUARY 1, 1997              41                  ARTICLE III (66777)

                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

        The handling of Contributions is governed by the provisions of the Trust
Agreement, the Annuity Contract, and any other funding arrangement in which the
Plan Fund is or may be held or invested. To the extent permitted by the Trust
Agreement, Annuity Contract, or other funding arrangement, the parties named
below shall direct the Contributions to the guaranteed benefit policy portion of
the Annuity Contract, any of the investment options available under the Annuity
Contract, or any of the investment vehicles available under the Trust Agreement
and may request the transfer of amounts resulting from those Contributions
between such investment options and investment vehicles or the transfer of
amounts between the guaranteed benefit policy portion of the Annuity Contract
and such investment options and investment vehicles. A Participant may not
direct the Trustee or Insurer to invest the Participant's Account in
collectibles. Collectibles mean any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage, or other tangible personal property specified
by the Secretary of the Treasury. However, for tax years beginning after
December 31, 1997, certain coins and bullion as provided in Code Section
408(m)(3) shall not be considered collectibles. To the extent that a Participant
who has investment direction fails to give timely direction, the Company shall
direct the investment of his Account. If the Company has investment direction,
such Account shall be invested ratably in the guaranteed benefit policy portion
of the Annuity Contract, the investment options available under the Annuity
Contract, or the investment vehicles available under the Trust Agreement in the
same manner as the Accounts of all other Participants who do not direct their
investments. The Company shall have investment direction for amounts which have
not been allocated to Participants. To the extent an investment is no longer
available, the Company may require that amounts currently held in such
investment be reinvested in other investments.

        At least annually, the Named Fiduciary shall review all pertinent
Employee information and Plan data in order to establish the funding policy of
the Plan and to determine appropriate methods of carrying out the Plan's
objectives. The Named Fiduciary shall inform the Trustee and any Investment
Manager of the Plan's short-term and long-term financial needs so the investment
policy can be coordinated with the Plan's financial requirements.

        (a) Company Contributions other than Elective Deferral Contributions:
            The Participant shall direct the investment of such Company
            Contributions and transfer of amounts resulting from those
            Contributions.

        (b) Elective Deferral Contributions: The Participant shall direct the
            investment of Elective Deferral Contributions and transfer of
            amounts resulting from those Contributions.

        (c) Participant Contributions: The Participant shall direct the
            investment of Participant Contributions and transfer of amounts
            resulting from those Contributions.

        (d) Rollover Contributions: The Participant shall direct the investment
            of Rollover Contributions and transfer of amounts resulting from
            those Contributions.

RESTATEMENT JANUARY 1, 1997             42                    ARTICLE IV (66777)

        However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and amounts which are not subject to
Participant direction.

        The Company shall pay to the Insurer or Trustee, as applicable, the
Elective Deferral Contributions and Qualified Nonelective Contributions for each
Plan Year not later than the end of the 12-month period immediately following
the Plan Year for which they are deemed to be paid.

        All Contributions are forwarded by the Company to the Trustee to be
deposited in the Trust Fund or to the Insurer to be deposited under the Annuity
Contract, as applicable. Contributions that are accumulated through payroll
deduction shall be paid to the Trustee or Insurer, as applicable, by the earlier
of (i) the date the Contributions can reasonably be segregated from the
Company's assets, or (ii) the 15th business day of the month following the month
in which the Contributions would otherwise have been paid in cash to the
Participant.

RESTATEMENT JANUARY 1, 1997             43                    ARTICLE IV (66777)

                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

        On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02--DEATH BENEFITS.

        If a Participant dies before his Annuity Starting Date, his Vested
Account shall be distributed according to the distribution of benefits
provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of
Article IX.

SECTION 5.03--VESTED BENEFITS.

        If an Inactive Participant does not receive an earlier distribution,
upon his Retirement Date or death, his Vested Account shall be distributed
according to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH
BENEFITS SECTION of Article V.

        The Nonvested Account of an Inactive Participant who has ceased to be an
Agent or Field Manager shall remain a part of his Account until it becomes a
Forfeiture. However, if he again becomes an Agent or Field Manager so that his
Vesting Percentage can increase, the Nonvested Account may become a part of his
Vested Account.

SECTION 5.04--WHEN BENEFITS START.

        (a) Unless otherwise elected, benefits shall begin before the 60th day
            following the close of the Plan Year in which the latest date below
            occurs:

            (1) The date the Participant attains age 65.

            (2) The 10th anniversary of the Participant's Entry Date.

            (3) The date the Participant ceases to be an Agent or Field Manager.

            Notwithstanding the foregoing, the failure of a Participant and
            spouse to consent to a distribution while a benefit is immediately
            distributable, within the meaning of the ELECTION PROCEDURES SECTION
            of Article VI, shall be deemed to be an election to defer the start
            of benefits sufficient to satisfy this section.

            The Participant may elect to have his benefits begin after the
            latest date for beginning benefits described above, subject to the
            following provisions of this section. The Participant shall make the
            election in writing. Such election must be made before the date he
            attains age 65 or the

RESTATEMENT JANUARY 1, 1997             44                     ARTICLE V (66777)

date he ceases to be an Agent or Field Manager, if later. The election must
describe the form of distribution and the date benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

Benefits shall begin on an earlier date if otherwise provided in the Plan. For
example, the Participant's Retirement Date or Required Beginning Date, as
defined in the DEFINITIONS SECTION of Article VII.

        (b) The Participant's Vested Account which results from Elective
            Deferral Contributions and Qualified Nonelective Contributions may
            not be distributed to a Participant or to his Beneficiary (or
            Beneficiaries) in accordance with the Participant's or Beneficiary's
            (or Beneficiaries') election, earlier than separation from service,
            death, or disability. Such amount may also be distributed upon:

            (1) Termination of the Plan, as permitted in Article VIII.

            (2) The disposition by the Company, if the Company is a corporation,
                to an unrelated corporation of substantially all of the assets,
                within the meaning of Code Section 409(d)(2), used in a trade or
                business of the Company if the Company continues to maintain the
                Plan after the disposition, but only with respect to Agents or
                Field Managers who continue employment with the corporation
                acquiring such assets.

            (3) The disposition by the Company, if the Company is a corporation,
                to an unrelated entity of the Company's interest in a
                subsidiary, within the meaning of Code Section 409(d)(3), if the
                Company continues to maintain the Plan, but only with respect to
                Agents or Field Managers who continue employment with such
                subsidiary.

            (4) The attainment of age 59 1/2 as permitted in the WITHDRAWAL
                BENEFITS SECTION of this article.

            (5) The hardship of the Participant as permitted in the WITHDRAWAL
                BENEFITS SECTION of this article.

All distributions that may be made pursuant to one or more of the foregoing
distributable events will be a retirement benefit and shall be distributed to
the Participant according to the distribution of benefit provisions of Article
VI. In addition, distributions that are triggered by (1), (2) and (3) above must
be made in a lump sum.

SECTION 5.05--WITHDRAWAL BENEFITS.

        A Participant may withdraw any part of his Vested Account resulting from
Voluntary Contributions. A Participant may make such a withdrawal at any time.

        A Participant may withdraw any part of his Vested Account resulting from
Rollover Contributions. A Participant may make such a withdrawal at any time.

RESTATEMENT JANUARY 1, 1997             45                     ARTICLE V (66777)

        Before the earlier of (i) the date he ceases to be an Agent or Field
Manager, or (ii) the date he becomes Totally and Permanently Disabled, a
Participant who has attained age 59 1 /2 and who has been eligible to
participate in the Plan for five years may withdraw any part of his Vested
Account which results from the following Contributions:

        Elective Deferral Contributions

The amount of such withdrawal must be at least $500. A Participant may make only
one such withdrawal in any 12-month period.

        Before the earlier of (i) the date he ceases to be an Agent or Field
Manager, or (ii) the date he becomes Totally and Permanently Disabled, a
Participant who has been eligible to participate in the Plan for five years may
withdraw all or any part of his Vested Account which results from the following
Contributions:

        Matching Contributions

The amount of such withdrawal must be at least $500.

An Active Participant may make only one such withdrawal in any 12-month period.

        Before the earlier of (i) the date he ceases to be an Agent or Field
Manager, or (ii) the date he becomes Totally and Permanently Disabled,
Participant may withdraw any part of his Vested Account which results from the
following Contributions:

        Elective Deferral Contributions

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions plus income allocable thereto credited to his Account as
of December 31, 1988. Immediate and heavy financial need shall be limited to:
(i) expenses incurred or necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of
tuition, related educational fees, and room and board expenses, for the next 12
months of post-secondary education for the Participant, his spouse, children, or
dependents; (iv) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or (v) any other distribution which is deemed by the
Commissioner of Internal Revenue to be made on account of immediate and heavy
financial need as provided in Treasury regulations.

        No withdrawal shall be allowed which is in excess of the amount required
to relieve the financial need or if such need can be satisfied from other
resources that are reasonably available to the Participant. The amount of an
immediate and heavy financial need may include any amount necessary to pay any
Federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution. The Participant's request for a withdrawal shall
include his written statement that the amount requested does not exceed the
amount needed to meet the financial need. The Participant's request for a
withdrawal shall include his written statement that the need cannot be relieved:
(i) through reimbursement or compensation by insurance or otherwise; (ii) by
reasonable liquidation of the Participant's assets, to the extent such
liquidation would not itself cause immediate and heavy financial need; (iii) by
cessation of elective contributions or participant contributions

RESTATEMENT JANUARY 1, 1997             46                     ARTICLE V (66777)

under the Plan; or, (iv) by other distributions or nontaxable (at the time of
the loan) loans currently available from plans maintained by the Company or any
other Company, or by borrowing from commercial sources on reasonable commercial
terms. The amount of the first such withdrawal must be equal to at least the
lesser of (i) $500 or (ii) the amount which is available for withdrawal. The
amount of any subsequent withdrawal must be equal to at least $500. If the
minimum withdrawal is more than the amount needed to meet the financial need, no
withdrawal may be made.

        A request for withdrawal shall be made in such manner and in accordance
with such rules as the Company will prescribe for this purpose (including by
means of voice response or other electronic means under circumstances the
Company permits). Withdrawals shall be a retirement benefit and shall be
distributed to the Participant according to the distribution of benefits
provisions of Article VI. A forfeiture shall not occur solely as a result of a
withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

        Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, and unless otherwise specified,
Participant means any Participant or Beneficiary who is a party-ininterest as
defined in ERISA. Loans shall not be made to Highly Compensated Employees in an
amount greater than the amount made available to other Participants.

        No loans will be made to any shareholder-employee or Owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

        A loan to a Participant shall be a Participant-directed investment of
his Account. The loan is a Trust Fund investment but no Account other than the
borrowing Participant's Account shall share in the interest paid on the loan or
bear any expense or loss incurred because of the loan.

        The number of outstanding loans shall be limited to two. No more than
two loans shall be approved for any Participant in any 12-month period. The
minimum amount of any loan shall be $500.

        Loans must be adequately secured.

        The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall 6e equal to the lesser of (a) or (b) below:

        (a) $50,000, reduced by the highest outstanding loan balance of loans
            during the one-year period ending on the day before the new loan is
            made.

        (b) The greater of (1) or (2), reduced by (3) below:

            (1) One-half of the Participant's Vested Account.

            (2) $10,000.

            (3) Any outstanding loan balance on the date the new loan is made.

RESTATEMENT JANUARY 1, 1997             47                     ARTICLE V (66777)

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified Company plans, as defined in Code Section
72(p)(4), of the Company and any Controlled Group member shall be treated as one
plan.

        The foregoing notwithstanding, the amount of such loan shall not exceed
50 percent of the amount of the Participant's Vested Account, reduced by any
outstanding loan balance on the date the new loan is made. For purposes of this
maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

        Notwithstanding any other provision of this Plan, the portion of the
Participant's Vested Account used as a security interest held by the Plan by
reason of a loan outstanding to the Participant shall be taken into account for
purposes of determining the amount of the Vested Account payable at the time of
the death or distribution, but only if the reduction is used as repayment of the
loan. If less than 100 percent of the Participant's Vested Account (determined
without regard to the preceding sentence) is payable to the surviving spouse,
then the Vested Account shall be adjusted by first reducing the Vested Account
by the amount of the security used as repayment of the loan, and then
determining the benefit payable to the surviving spouse.

        Each loan shall bear a reasonable fixed rate of interest to be
determined by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

        The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. The
period of repayment for any loan shall be arrived at by mutual agreement between
the Loan Administrator and the Participant.

        The Participant shall make an application for a loan in such manner and
in accordance with such rules as the Company shall prescribe for this purpose
(including by means of voice response or other electronic means under
circumstances the Company permits). The application must specify the amount and
duration requested.

        Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and credit history of the Participant to determine whether a
loan should be approved.

        Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

        There will be an assignment of collateral to the Plan executed at the
time the loan is made.

RESTATEMENT JANUARY 1, 1997             48                     ARTICLE V (66777)

        In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed
by the Participant at the time the loan is made. Loan repayments that are
accumulated through payroll deduction shall be paid to the Trustee by the
earlier of (i) the date the loan repayments can reasonably be segregated from
the Company's assets, or (ii) the 15th business day of the month following the
month in which such amounts would otherwise have been paid in cash to the
Participant.

        Where payroll deduction is not available, payments in cash are to be
timely made. Any payment that is not by payroll deduction shall be made payable
to the Company or the Trustee, as specified in the promissory note, and
delivered to the Loan Administrator, including prepayments, service fees and
penalties, if any, and other amounts due under the note. The Loan Administrator
shall deposit such amounts into the Plan as soon as administratively practicable
after they are received, but in no event later than the 15th business day of the
month after they are received.

        The promissory note may provide for reasonable late payment penalties
and service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides,
such amounts may be assessed and collected from the Account of the Participant
as part of the loan balance.

        Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

        If a Participant separates from service (or takes a leave of absence)
from the Company because of service in the military and does not receive a
distribution of his Vested Account, the Plan shall suspend loan payments until
the Participant's completion of military service or until the Participant's
fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u). The Loan Administrator shall provide the Participant
a written explanation of the effect of his military service upon his loan.

        If any amount remains unpaid for more than 90 days after due, a default
is deemed to occur.

        Upon default, the Plan has the right to pursue any remedy available by
law to satisfy the amount due, along with accrued interest, including the right
to enforce its claim against the security pledged and execute upon the
collateral as allowed by law. In addition, once a loan has been defaulted, a
Participant will not be able to reapply for a loan under the Plan for a 3-year
period beginning on the date of default.

        The entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and subject to
collection or satisfaction by any lawful means, including specifically, but not
limited to, the right to enforce the claim against the security pledged and to
execute upon the collateral as allowed by law.

        (a) any payment of principal or interest or any other amount due under
            the promissory note, or any portion thereof, is not made for a
            period of 90 days after due;

        (b) the making of furnishing of any representation or statement to the
            Plan by or on behalf of the Participant proves to have been false in
            any material respect when made or furnished; or

RESTATEMENT JANUARY 1, 1997             49                     ARTICLE V (66777)

        (c) dissolution, insolvency, business failure, appointment of receiver
            of any part of the property of, assignment for the benefit of
            creditors by, or the commencement of any proceeding under any
            bankruptcy or insolvency laws of, by or against the Participant
            occurs.

        In the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then due shall not
occur until a distributable event occurs in accordance with the Plan, and shall
not occur to an extent greater than the amount then available upon any
distributable event which has occurred under the Plan.

        All reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any default or in any
proceeding to enforce any provision of a promissory note or instrument by which
a promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

        If payroll deduction is being utilized, in the event that a
Participant's available payroll deduction amounts in any given month are
insufficient to satisfy the total amount due, there will be an increase in the
amount taken subsequently, sufficient to make up the amount that is then due. If
any amount remains past due more than 90 days, the entire principal amount,
whether or not otherwise then due, along with interest then accrued and any
other amount then due under the promissory note, shall become due and payable,
as above.

        If no distributable event has occurred under the Plan at the time that
the Participant's Vested Account would otherwise be used under this provision to
pay any amount due under the outstanding loan, this will not occur until the
time, or in excess of the extent to which, a distributable event occurs under
the Plan. An outstanding loan will become due and payable in full 60 days after
a Participant ceases to be an Agent or Field Manager and a party-in-interest as
defined in ERISA or after complete termination of the Plan.

SECTION 5.07--QUALIFIED DOMESTIC RELATIONS ORDERS.

        The Plan specifically permits distributions to an Alternate Payee under
a qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Participant has attained his
earliest retirement age is available only

        (a) the order specifies that distribution shall be made prior to the
            earliest retirement age or allows the Alternate payee to elect a
            distribution prior to the earliest retirement age; and

        (b) if the present value of the Alternate Payee's benefits under the
            Plan exceeds $5,000 ($3,500 for Plan Years beginning before August
            6, 1997), and the order requires the alternate Payee consents to any
            distribution occurring before the Participant's attainment of
            earliest retirement age, as defined in code Section 414(p).

        Nothing in this section shall permit a Participant to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under the
Plan.

        The benefit payable to an Alternate Payee shall be subject to the
provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit
does not exceed $5,000 ($3,500 for Plan Years beginning before August 6, 1997).

RESTATEMENT JANUARY 1, 1997             50                     ARTICLE V (66777)

        The Plan Administrator shall establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Plan Administrator shall promptly notify the
Participant and the Alternate Payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Plan Administrator shall determine the qualified
status of the order and shall notify the Participant and each Alternate Payee,
in writing, of its determination. The Plan Administrator shall provide notice
under this paragraph by mailing to the individual's address specified in- the
domestic relations order, or in a manner consistent with Department of Labor
regulations. The Plan Administrator may treat as qualified any domestic
relations order entered into before January 1, 1985, irrespective of whether it
satisfies all the requirements described in Code Section 414(p).

        If any portion of the Participant's Vested Account is payable during the
period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amounts shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18-month
determination period, the payable amounts shall be distributed in the manner the
Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.

        The Plan shall make payments or distributions required under this
section by separate benefit checks or other separate distribution to the
Alternate Payee(s).

RESTATEMENT JANUARY 1, 1997             51                     ARTICLE V (66777)

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

        Unless an optional form of benefit is selected pursuant to a qualified
election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant
is determined as follows:

        (a) Retirement Benefits. The automatic form of retirement benefit for a
            Participant who does not die before his Annuity Starting Date shall
            be:

            (1) The Qualified Joint and Survivor Annuity for a Participant who
                has a spouse.

            (2) The Normal Form for a Participant who does not have a spouse.

        (b) Death Benefits. The automatic form of death benefit for a
            Participant who dies before his Annuity Starting Date shall be:

            (1) A Qualified Preretirement Survivor Annuity for a Participant who
                has a spouse to whom he has been continuously married throughout
                the one-year period ending on the date of his death. The spouse
                may elect to start receiving the death benefit on any last day
                of the month on or after the Participant dies and by the date
                the Participant would have been age 70 1/2. If the spouse dies
                before benefits start, the Participant's Vested Account,
                determined as of the date of the spouse's death, shall be paid
                to the spouse's Beneficiary.

            (2) A single-sum payment to the Participant's Beneficiary for a
                Participant who does not have a spouse who is entitled to a
                Qualified Preretirement Survivor Annuity.

            Before a death benefit will be paid on account of the death of a
            Participant who does not have a spouse who is entitled to a
            Qualified Preretirement Survivor Annuity, it must be established to
            the satisfaction of a plan representative that the Participant does
            not have such a spouse.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION.

        (a) Retirement Benefits. The optional forms of retirement benefit shall
            be the following: (i) a straight life annuity; (ii) single life
            annuities with certain periods of 5, 10 or 15 years; (iii) a single
            life annuity with installment refund; (iv) survivorship life
            annuities with installment refund and survivorship percentages of
            50%, 66 2/3% or 100%; (v) fixed period annuities for any period of
            whole months which is not less than 60 and does not exceed the Life
            Expectancy, as defined in Article VII, of the Participant where the
            Life Expectancy is not recalculated; and (vi) a full flexibility
            option. A single sum payment is also available.

            The full flexibility option is an optional form of benefit under
            which the Participant receives a distribution each calendar year,
            beginning with the calendar year in which his Annuity Starting Date
            occurs. The Participant may elect the amount to be distributed each
            year (not less than

RESTATEMENT JANUARY 1, 1997             52                    ARTICLE VI (66777)

            $1,000). The amount payable in his first Distribution Calendar Year,
            as defined in Article VII, must satisfy the minimum distribution
            requirements of Article VII for such year.

            Distributions for later Distribution Calendar Years, as defined in
            Article VII, must satisfy the minimum distribution requirements of
            Article VII for such years. If the Participant's Annuity Starting
            Date does not occur until his second Distribution Calendar Year, as
            defined in Article VII, the amount payable for such year must
            satisfy the minimum distribution requirements of Article VII for
            both the first and second Distribution Calendar Years, as defined in
            Article VII.

            Election of an optional form is subject to the qualified election
            provisions of the ELECTION PROCEDURES SECTION of this article and
            the distribution requirements of Article VII.

            Any annuity contract distributed shall be nontransferable. The terms
            of any annuity contract purchased and distributed by the Plan to a
            Participant or spouse shall comply with the requirements of this
            Plan.

        (b) Death Benefits. The optional forms of death benefit are a
            single-sure payment and any annuity that is an optional form of
            retirement benefit.

            Election of an optional form is subject to the qualified election
            provisions of the ELECTION PROCEDURES SECTION of this article and
            the distribution requirements of Article VII.

SECTION 6.03--ELECTION PROCEDURES.

        The Participant, Beneficiary, or spouse shall make any election under
this section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

        (a) Retirement Benefits. A Participant may elect his Beneficiary or
            Contingent Annuitant and may elect to have retirement benefits
            distributed under any of the optional forms of retirement benefit
            available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this
            article.

        (b) Death Benefits. A Participant may elect his Beneficiary and may
            elect to have death benefits distributed under any of the optional
            forms of death benefit available in the OPTIONAL FORMS OF
            DISTRIBUTION SECTION of this article.

            If the Participant has not elected an optional form of distribution
            for the death benefit payable to his Beneficiary, the Beneficiary
            may, for his own benefit, elect the form of distribution, in like
            manner as a Participant.

            The Participant may waive the Qualified Preretirement Survivor
            Annuity by naming someone other than his spouse as Beneficiary.

            In lieu of the Qualified Preretirement Survivor Annuity described in
            the AUTOMATIC FORMS OF DISTRIBUTION SECTION of this article, the
            spouse may, for his own benefit, waive the Qualified Preretirement
            Survivor Annuity by electing to have the benefit distributed under
            any of the optional forms of death benefit available in the OPTIONAL
            FORMS OF DISTRIBUTION SECTION of this article.

RESTATEMENT JANUARY 1, 1997             53                     ARTICLE V (66777)

        (c) Qualified Election. The Participant, Beneficiary or spouse may make
            an election at any time during the election period. The Participant,
            Beneficiary, or spouse may revoke the election made (or make a new
            election) at any time and any number of times during the election
            period. An election is effective only if it meets the consent
            requirements below.

            (1) Election Period for Retirement Benefits. The election period as
                to retirement benefits is the 90-day period ending on the
                Annuity Starting Date. An election to waive the Qualified Joint
                and Survivor Annuity may not be made before the date the
                Participant is provided with the notice of the ability to waive
                the Qualified Joint and Survivor Annuity. If the Participant
                elects a full flexibility option, he may revoke his election at
                any time before his first Distribution Calendar Year, as defined
                in Article VII. When he elects to have benefits begin again, he
                shall have a new Annuity Starting Date. His election period for
                this election is the 90-day period ending on the Annuity
                Starting Date for the optional form of retirement benefit
                elected.

            (2) Election Period for Death Benefits. A Participant may make an
                election as to death benefits at any time before he dies. The
                spouse's election period begins on the date the Participant dies
                and ends on the date benefits begin. The Beneficiary's election
                period begins on the date the Participant dies and ends on the
                date benefits begin.

                An election to waive the Qualified Preretirement Survivor
                Annuity may not be made by the Participant before the date he is
                provided with the notice of the ability to waive the Qualified
                Preretirement Survivor Annuity. A Participant's election to
                waive the Qualified Preretirement Survivor Annuity which is made
                before the first day of the Plan Year in which he reaches age 35
                shall become invalid on such date. An election made by a
                Participant after he ceases to be an Agent or Field Manager will
                not become invalid on the first day of the Plan Year in which he
                reaches age 35 with respect to death benefits from that part of
                his Account resulting from Contributions made before he ceased
                to be an Employee.

            (3) Consent to Election. If the Participant's Vested Account exceeds
                $5,000 ($3,500 for Plan Years beginning before August 6, 1997),
                any benefit which is (i) immediately distributable or (ii)
                payable in a form other than a Qualified Joint and Survivor
                Annuity or a Qualified Preretirement Survivor Annuity, requires
                the consent of the Participant and the Participant's spouse (or
                where either the Participant or the spouse has died, the
                survivor). Such consent shall also be required if the
                Participant's Vested Account at the time of any prior
                distribution exceeded $5,000 ($3,500 for Plan Years beginning
                before August 6, 1997). The rule in the preceding sentence shall
                not apply as of the date specified in any regulation which
                repeals such rule. However, consent will still be required if
                the Participant had previously had an Annuity Starting Date with
                respect to any portion of such Vested Account.

                The consent of the Participant or spouse to a benefit which is
                immediately distributable must not be made before the date the
                Participant or spouse is provided with the notice of the ability
                to defer the distribution. Such consent shall be made in
                writing.

                The consent shall not be made more than 90 days before the
                Annuity Starting Date. Spousal consent is not required for a
                benefit which is immediately distributable in a Qualified Joint
                and Survivor Annuity. Furthermore, if spousal consent is not
                required

RESTATEMENT JANUARY 1, 1997             54                    ARTICLE VI (66777)

                because the Participant is electing an optional form of
                retirement benefit that is not a life annuity pursuant to (d)
                below, only the Participant need consent to the distribution of
                a benefit payable in a form that is not a life annuity and which
                is immediately distributable. Neither the consent of the
                Participant nor the Participant's spouse shall be required to
                the extent that a distribution is required to satisfy Code
                Section 401(a)(9) or Code Section 415.

                In addition, upon termination of this Plan, if the Plan does not
                offer an annuity option (purchased from a commercial provider),
                and if the Company (or any entity within the same Controlled
                Group) does not maintain another defined contribution plan
                (other than an employee stock ownership plan as defined in Code
                Section 4975(e)(7)), the Participant's Account balance will,
                without the Participant's consent, be distributed to the
                Participant. However, if any entity within the same Controlled
                Group maintains another defined contribution plan (other than an
                employee stock ownership plan as defined in Code Section
                4975(e)(7)) then the Participant's Account will be transferred,
                without the Participant's consent, to the other plan if the
                Participant does not consent to an immediate distribution.

                A benefit is immediately distributable if any part of the
                benefit could be distributed to the Participant (or surviving
                spouse) before the Participant attains (or would have attained
                if not deceased) the older of Normal Retirement Age or age 62.

                If the Qualified Joint and Survivor Annuity is waived, the
                spouse has the right to limit consent only to a specific
                Beneficiary or a specific form of benefit. The spouse can
                relinquish one or both such rights. Such consent shall be made
                in writing. The consent shall not be made more than 90 days
                before the Annuity Starting Date.

                If the Qualified Preretirement Survivor Annuity is waived, the
                spouse has the right to limit consent only to a specific
                Beneficiary. Such consent shall be in writing. The spouse's
                consent shall be witnessed by a plan representative or notary
                public. The spouse's consent must acknowledge the effect of the
                election, including that the spouse had the right to limit
                consent only to a specific Beneficiary or a specific form of
                benefit, if applicable, and that the relinquishment of one or
                both such rights was voluntary. Unless the consent of the spouse
                expressly permits designations by the Participant without a
                requirement of further consent by the spouse, the spouse's
                consent must be limited to the form of benefit, if applicable,
                and the Beneficiary (including any Contingent Annuitant), class
                of Beneficiaries, or contingent Beneficiary named in the
                election.

                Spousal consent is not required, however, if the Participant
                establishes to the satisfaction of the plan representative that
                the consent of the spouse cannot be obtained because there is no
                spouse or the spouse cannot be located. A spouse's consent under
                this paragraph shall not be valid with respect to any other
                spouse. A Participant may revoke a prior election without the
                consent of the spouse. Any new election will require a new
                spousal consent, unless the consent of the spouse expressly
                permits such election by the Participant without further consent
                by the spouse. A spouse's consent may be revoked at any time
                within the Participant's election period.

        (d) Special Rule for Profit Sharing Plans. This subparagraph (d) applies
            if the Plan is not a direct or indirect transferee after December
            31, 1984, of a defined benefit plan, money purchase plan (including
            a target plan), stock bonus or profit sharing plan which is subject
            to the survivor annuity

RESTATEMENT JANUARY 1, 1997             55                    ARTICLE VI (66777)

            requirements of Code Sections 401(a)(11) and 417. If the above
            condition is met, spousal consent is not required for electing an
            optional form of retirement benefit that is not a life annuity. If
            such condition is not met, such consent requirements shall be
            operative.

SECTION 6.04--NOTICE REQUIREMENTS.

        (a) Optional Forms of Retirement Benefit and Right to Defer. The Plan
            Administrator shall furnish to the Participant and the Participant's
            spouse a written explanation of the optional forms of retirement
            benefit in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this
            article, including the material features and relative values of
            these options, in a manner that would satisfy the notice
            requirements of Code Section 417(a)(3) and the right of the
            Participant and the Participant's spouse to defer distribution until
            the benefit is no longer immediately distributable.

            The Plan Administrator shall furnish the written explanation by a
            method reasonably calculated to reach the attention of the
            Participant and the Participant's spouse no less than 30 days, and
            no more than 90 days, before the Annuity Starting Date.

            The Participant (and spouse, if applicable) may waive the 30-day
            election period if the distribution of the elected form of
            retirement benefit begins more than 7 days after the Plan
            Administrator provides the Participant (and spouse, if applicable)
            the written explanation provided that: (i) the Participant has been
            provided with information that clearly indicates that the
            Participant has at least 30 days to consider the decision of whether
            or not to elect a distribution and a particular distribution option,
            (ii) the Participant is permitted to revoke any affirmative
            distribution election at least until the Annuity Starting Date or,
            if later, at any time prior to the expiration of the 7-day period
            that begins the day after the explanation is provided to the
            Participant, and (iii) the Annuity Starting Date is a date after the
            date that the written explanation was provided to the Participant.

        (b) Qualified Joint and Survivor Annuity. The Plan Administrator shall
            furnish to the Participant a written explanation of the following:
            the terms and conditions of the Qualified Joint and Survivor
            Annuity; the Participant's right to make, and the effect of, an
            election to waive the Qualified Joint and Survivor Annuity; the
            rights of the Participant's spouse; and the right to revoke an
            election and the effect of such a revocation.

            The Plan Administrator shall furnish the written explanation by a
            method reasonably calculated to reach the attention of the
            Participant no less than 30 days, and no more than 90 days, before
            the Annuity Starting Date.

            The Participant (and spouse, if applicable) may waive the 30-day
            election period if the distribution of the elected form of
            retirement benefit begins more than 7 days after the Plan
            Administrator provides the Participant (and spouse, if applicable)
            the written explanation provided that: (i) the Participant has been
            provided with information that clearly indicates that the
            Participant has at least 30 days to consider whether to waive the
            Qualified Joint and Survivor Annuity and elect (with spousal
            consent, if applicable) a form of distribution other than a
            Qualified Joint and Survivor Annuity, (ii) the Participant is
            permitted to revoke any affirmative distribution election at least
            until the Annuity Starting Date or, if later, at any time prior to
            the expiration of the 7-day period that begins the day after the
            explanation of the Qualified Joint and Survivor Annuity is provided
            to the Participant, and (iii) the Annuity Starting Date is a date
            after the date that the written explanation was provided to the
            Participant.

RESTATEMENT JANUARY 1, 1997             56                    ARTICLE VI (66777)

            After the written explanation is given, a Participant or spouse may
            make a written request for additional information. The written
            explanation must be personally delivered or mailed (first class
            mail, postage prepaid) to the Participant or spouse within 30 days
            from the date of the written request. The Plan Administrator does
            not need to comply with more than one such request by a Participant
            or spouse.

            The Plan Administrator's explanation shall be written in
            nontechnical language and will explain the terms and conditions of
            the Qualified Joint and Survivor Annuity and the financial effect
            upon the Participant's benefit (in terms of dollars per benefit
            payment) of electing not to have benefits distributed in accordance
            with the Qualified Joint and Survivor Annuity.

        (c) Qualified Preretirement Survivor Annuity. The Plan Administrator
            shall furnish to the Participant a written explanation of the
            following: the terms and conditions of the Qualified Preretirement
            Survivor Annuity; the Participant's right to make, and the effect
            of, an election to waive the Qualified Preretirement Survivor
            Annuity; the rights of the Participant's spouse; and the right to
            revoke an election and the effect of such a revocation.

            The Plan Administrator shall furnish the written explanation by a
            method reasonably calculated to reach the attention of the
            Participant within the applicable period. The applicable period for
            a Participant is whichever of the following periods ends last:

            (1) the period beginning one year before the date the individual
                becomes a Participant and ending one year after such date; or

            (2) the period beginning one year before the date the Participant's
                spouse is first entitled to a Qualified Preretirement Survivor
                Annuity and ending one year after such date.

If such notice is given before the period beginning with the first day of the
Plan Year in which the Participant attains age 32 and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains age 35,
an additional notice shall be given within such period. If a Participant ceases
to be an Agent or Field Manager before attaining age 35, an additional notice
shall be given within the period beginning one year before the date he ceases to
be an Agent or Field Manager and ending one year after such date.

After the written explanation is given, a Participant or spouse may make a
written request for additional information. The written explanation must be
personally delivered or mailed (first class mail, postage prepaid) to the
Participant or spouse within 30 days from the date of the written request. The
Plan Administrator does not need to comply with more than one such request by a
Participant or spouse.

The Plan Administrator's explanation shall be written in nontechnical language
and will explain the terms and conditions of the Qualified Preretirement
Survivor Annuity and the financial effect upon the spouse's benefit (in terms of
dollars per benefit payment) of electing not to have benefits distributed in
accordance with the Qualified Preretirement Survivor Annuity.

RESTATEMENT JANUARY 1, 1997             57                    ARTICLE VI (66777)

                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

SECTION 7.01--APPLICATION.

        The optional forms of distribution are only those provided in Article
VI. An optional form of distribution shall not be permitted unless it meets the
requirements of this article. The timing of any distribution must meet the
requirements of this article.

SECTION 7.02--DEFINITIONS.

For purposes of this article, the following terms are defined:

APPLICABLE LIFE EXPECTANCY means Life Expectancy (or Joint and Last Survivor
Expectancy) calculated using the attained age of the Participant (or Designated
Beneficiary) as of the Participant's (or Designated Beneficiary's) birthday in
the applicable calendar year reduced by one for each calendar year which has
elapsed since the date Life Expectancy was first calculated. If Life Expectancy
is being recalculated, the Applicable Life Expectancy shall be the Life
Expectancy so recalculated. The applicable calendar year shall be the first
Distribution Calendar Year, and if Life Expectancy is being recalculated, such
succeeding calendar year.

DESIGNATED BENEFICIARY means the individual who is designated as the beneficiary
under the Plan in accordance with Code Section 401(a)(9) and the regulations
thereunder.

DISTRIBUTION CALENDAR YEAR means a calendar year for which a minimum
distribution is required. For distributions beginning before the Participant's
death, the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant's Required Beginning
Date. For distributions beginning after the Participant's death, the first
Distribution Calendar Year is the calendar year in which distributions are
required to begin pursuant to (e) of the DISTRIBUTION REQUIREMENTS SECTION of
this article.

5-PERCENT OWNER means a 5-percent owner as defined in Code Section 416. A
Participant is treated as a 5-percent Owner for purposes of this article if such
Participant is a 5-percent Owner at any time during the Plan Year ending with or
within the calendar year in which such owner attains age 70 1/2.

In addition, a Participant is treated as a 5-percent Owner for purposes of this
article if such Participant becomes a 5-percent Owner in a later Plan Year. Such
Participant's Required Beginning Date shall not be later than the April 1 of the
calendar year following the calendar year in which such later Plan Year ends.

Once distributions have begun to a 5-percent Owner under this article, they must
continue to be distributed, even if the Participant ceases to be a 5-percent
Owner in a subsequent year.

JOINT AND LAST SURVIVOR EXPECTANCY means joint and last survivor expectancy
computed using the expected return multiples in Table VI of section 1.72-9 of
the Income Tax Regulations.

RESTATEMENT JANUARY 1, 1997             58                   ARTICLE VII (66777)

Unless otherwise elected by the Participant by the time distributions are
required to begin, life expectancies shall be recalculated annually. Such
election shall be irrevocable as to the Participant and shall apply to all
subsequent years. The life expectancy of a nonspouse Beneficiary may not be
recalculated.

LIFE EXPECTANCY means life expectancy computed using the expected return
multiples in Table V of section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the Participant (or spouse, in the case of
distributions described in (e)(2)(ii) of the DISTRIBUTION REQUIREMENTS SECTION
of this article) by the time distributions are required to begin, life
expectancy shall be recalculated annually. Such election shall be irrevocable as
to the Participant (or spouse) and shall apply to all subsequent years. The life
expectancy of a nonspouse Beneficiary may not be recalculated.

PARTICIPANT'S BENEFIT means:

        (a) The Account balance as of the last Valuation Date in the calendar
            year immediately preceding the Distribution Calendar Year (valuation
            calendar year) increased by the amount of any contributions or
            forfeitures allocated to the Account balance as of the dates in the
            valuation calendar year after the Valuation Date and decreased by
            distributions made in the valuation calendar year after the
            Valuation Date.

        (b) Exception for Second Distribution Calendar Year. For purposes of (a)
            above, if any portion of the minimum distribution for the first
            Distribution Calendar Year is made in the second Distribution
            Calendar Year on or before the Required Beginning Date, the amount
            of the minimum distribution made in the second Distribution Calendar
            Year shall be treated as if it had been made in the immediately
            preceding Distribution Calendar Year.

REQUIRED BEGINNING DATE means, for a Participant who is a 5-percent Owner, the
April 1 of the calendar year following the calendar year in which he attains age
70 1/2.

Required Beginning Date means, for any Participant who is not a 5-percent Owner,
the April 1 of the calendar year following the later of the calendar year in
which he attains age 70 1/2 or the calendar year in which he retires.

The preretirement age 70 1/2 distribution option is only eliminated with respect
to Participants who reach age 70 1/2 in or after a calendar year that begins
after the later of December 31, 1998, or the adoption date of the amendment
which eliminated such option. The preretirement age 70 1/2 distribution is an
optional form of benefit under which benefits payable in a particular
distribution form (including any modifications that may be elected after
benefits begin) begin at a time during the period that begins on or after
January 1 of the calendar year in which the Participant attains age 70 1/2 and
ends April 1 of the immediately following calendar year.

The options available for Participants who are not 5-percent Owners and attained
age 70 1/2 in calendar years before the calendar year that begins after the
later of December 31, 1998, or the adoption date of the amendment which
eliminated the preretirement age 70 1/2 distribution shall be the following. Any
such Participant attaining age 70 1/2 in years after 1995 may elect by April 1
of the calendar year following the calendar year in which he attained age 70 1/2
(or by December 31,

RESTATEMENT JANUARY 1, 1997             59                   ARTICLE VII (66777)

1997 in the case of a Participant attaining age 70 1/2 in 1996) to defer
distributions until the calendar year following the calendar year in which he
retires. Any such Participant attaining age 70 1/2 in years prior to 1997 may
elect to stop distributions which are not purchased annuities and recommence by
the April 1 of the calendar year following the year in which he retires. There
shall be a new Annuity Starting Date upon recommencement.

SECTION 7.03--DISTRIBUTION REQUIREMENTS.

        (a) General Rules.

            (1) Subject to the AUTOMATIC FORMS OF DISTRIBUTION SECTION of
                Article VI, joint and survivor annuity requirements, the
                requirements of this article shall apply to any distribution of
                a Participant's interest and shall take precedence over any
                inconsistent provisions of this Plan. Unless otherwise
                specified, the provisions of this article apply to calendar
                years beginning after December 31, 1984.

            (2) All distributions required under this article shall be
                determined and made in accordance with the proposed regulations
                under Code Section 401(a)(9), including the minimum distribution
                incidental benefit requirement of section 1.401(a)(9)-2 of the
                proposed regulations.

        (b) Required Beginning Date. The entire interest of a Participant must
            be distributed or begin to be distributed no later than the
            Participant's Required Beginning Date.

        (c) Limits on Distribution Periods. As of the first Distribution
            Calendar Year, distributions, if not made in a single sum, may only
            be made over one of the following periods (or combination thereof):

            (1) the life of the Participant,

            (2) the life of the Participant and a Designated Beneficiary,

            (3) a period certain not extending beyond the Life Expectancy of the
                Participant, or

            (4) a period certain not extending beyond the Joint ad Last Survivor
                Expectancy of the Participant and a Designated Beneficiary.

        (d) Determination of Amount to be Distributed Each Year. If the
            Participant's interest is to be distributed in other than a single
            sum, the following minimum distribution rules shall apply on or
            after the Required Beginning Date:

            (1) Individual Account.

                (i) If a Participant's Benefit is to be distributed over

                    A.  a period not extending beyond the Life Expectancy of the
                        Participant or the Joint Life and Last Survivor
                        Expectancy of the Participant and the Participant's
                        Designated Beneficiary, or

RESTATEMENT JANUARY 1, 1997             60                   ARTICLE VII (66777)

                      B.  a period not extending beyond the Life Expectancy of
                          the Designated Beneficiary,

                      the amount required to be distributed for each calendar
                      year beginning with the distributions for the first
                      Distribution Calendar Year, must be at least equal to the
                      quotient obtained by dividing the Participant's Benefit by
                      the Applicable Life Expectancy.

                (ii)  For calendar years beginning before January 1, 1989, if
                      the Participant's spouse is not the Designated
                      Beneficiary, the method of distribution selected must
                      assure that at least 50 percent of the present value of
                      the amount available for distribution is paid within the
                      Life Expectancy of the Participant.

                (iii) For calendar years beginning after December 31, 1988, the
                      amount to be distributed each year, beginning with
                      distributions for the first Distribution Calendar Year
                      shall not be less than the quotient obtained by dividing
                      the Participant's Benefit by the lesser of:

                      A.  the Applicable Life Expectancy, or

                      B.  if the Participant's spouse is not the Designated
                          Beneficiary, the applicable divisor determined from
                          the table set forth in Q&A-4 of section 1.401(a)(9)-2
                          of the proposed regulations.

                      Distributions after the death of the Participant shall be
                      distributed using the Applicable Life Expectancy in (1)(i)
                      above as the relevant divisor without regard to section
                      1.401(a)(9)-2 of the proposed regulations.

                (iv)  The minimum distribution required for the Participant's
                      first Distribution Calendar Year must be made on or before
                      the Participant's Required Beginning Date. The minimum
                      distribution for other calendar years, including the
                      minimum distribution for the Distribution Calendar Year in
                      which the Participant's Required Beginning Date occurs,
                      must be made on or before December 31 of that Distribution
                      Calendar Year.

            (2) Other Forms. If the Participant's Benefit is distributed in the
                form of an annuity purchased from an insurance company,
                distributions thereunder shall be made in accordance with the
                requirements of Code Section 401(a)(9) and the proposed
                regulations thereunder.

        (e) Death Distribution Provisions.

            (1) Distribution Beginning Before Death. If the Participant dies
                after distribution of his interest has begun, the remaining
                portion of such interest will continue to be distributed at
                least as rapidly as under the method of distribution being used
                prior to the Participant's death.

            (2) Distribution Beginning After Death.

                (i)   If the Participant dies before distribution of his
                      interest begins, distribution of the Participant's entire
                      interest shall be completed by December 31 of the calendar
                      year

RESTATEMENT JANUARY 1, 1997             61                   ARTICLE VII (66777)

                      containing the fifth anniversary of the Participant's
                      death except to the extent that an election is made to
                      receive distributions in accordance with A or B below:

                      A.  if any portion of the Participant's interest is
                          payable to a Designated Beneficiary, distributions may
                          be made over the life or over a period certain not
                          greater than the Life Expectancy of the Designated
                          Beneficiary beginning on or before December 31 of the
                          calendar year immediately following the calendar year
                          in which the Participant died;

                      B.  if the Designated Beneficiary is the Participant's
                          surviving spouse, the date distributions are required
                          to begin in accordance with A above shall not be
                          earlier than the later of:

                          1.  December 31 of the calendar year immediately
                              following the calendar year in which the
                              Participant died, or
                          2.  December 31 of the calendar year in which the
                              Participant would have attained age 70 1/2.

                (ii)  If the Participant has not made an election pursuant to
                      this (e)(2) by the time of his death, the Participant's
                      Designated Beneficiary must elect the method of
                      distribution no later than the earlier of:

                      A.  December 31 of the calendar year in which
                          distributions would be required to begin under this
                          subparagraph, or

                      B.  December 31 of the calendar year which contains the
                          fifth anniversary of the date of death of the
                          Participant.

                (iii) If the Participant has no Designated Beneficiary, or if
                      the Designated Beneficiary does not elect a method of
                      distribution, distribution of the Participant's entire
                      interest must be completed by December 31 of the calendar
                      year containing the fifth anniversary of the Participant's
                      death.

            (3) For purposes of (e)(2) above, if the surviving spouse dies after
                the Participant, but before payments to such spouse begin, the
                provisions of (e)(2) above, with the exception of (e)(2)(i)(B)
                therein, shall be applied as if the surviving spouse were the
                Participant.

            (4) For purposes of this (e), distribution of a Participant's
                interest is considered to begin on the Participant's Required
                Beginning Date (or if (e)(3) above is applicable, the date
                distribution is required to begin to the surviving spouse
                pursuant to (e)(2) above). If distribution in the form of an
                annuity irrevocably begins to the Participant before the
                Required Beginning Date, the date distribution is considered to
                begin is the date distribution actually begins.

RESTATEMENT JANUARY 1, 1997            62                    ARTICLE VII (66777)

                                  ARTICLE VIII

                             TERMINATION OF THE PLAN

        The Company expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions
constitutes complete termination of the Plan.

        The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of the Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial termination of
the Plan. The Participant's Account shall continue to participate in the
earnings credited, expenses charged, and any appreciation or depreciation of the
Investment Fund until his Vested Account is distributed.

        A Participant's Account which does not result from the Contributions
listed below may be distributed to the Participant after the effective date of
the complete termination of the Plan:

        Elective Deferral Contributions
        Qualified Nonelective Contributions

A Participant's Account resulting from such Contributions may be distributed
upon complete termination of the Plan, but only if neither the Company nor any
Controlled Group member maintain or establish a successor defined contribution
plan (other than an Company stock ownership plan as defined in Code Section
4975(e)(7), a simplified employee pension plan as defined in Code Section 408(k)
or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is
made in a lump sum. A distribution under this article shall be a retirement
benefit and shall be distributed to the Participant according to the provisions
of Article VI.

        Upon complete termination of the Plan, no more Agents or Field Managers
shall become Participants and no more Contributions shall be made.

        The assets of this Plan shall not be paid to the Company at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Company. The payment may not be made if it
would contravene any provision of law.

RESTATEMENT JANUARY 1, 1997            63                   ARTICLE VIII (66777)

                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

        Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Agents and Field Managers to participate in the Plan and the amount of benefit
to which any Participant, Beneficiary, spouse or Contingent Annuitant may become
entitled. The Plan Administrator's decisions upon all matters within the scope
of its authority shall be final. Benefits under this Plan will be paid only if
the Plan Administrator decides in his discretion that the Participant,
Beneficiary, spouse, or Contingent Annuity is entitled to them.

        Unless otherwise set out in the Plan or Annuity Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

        The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules and
procedures to be followed by Claimants in filing claims for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Plan.

SECTION 9.02--PENSION PLAN INVESTMENT COMMITTEE.

        The Pension Plan Investment Committee of Principal Life Insurance
Company shall consist of a chairperson and other members appointed by the Chief
Executive Officer who shall service until appointment of a successor or
resignation and without compensation for services as such.

        All expenses incurred shall be paid by the Company.

        The Committee shall establish a periodical review the investment policy
with respect to Plan assets, and shall periodically report to the Management
Resources Committee.

        All acts and determinations of the Committee shall be duly recorded and
all such records shall be preserved in its custody.

RESTATEMENT JANUARY 1, 1997            64                     ARTICLE IX (66777)

SECTION 9.03--EXPENSES.

        Expenses of the Plan, to the extent that the Company does not pay such
expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Such expenses include, but are not limited to,
expenses for bonding required by ERISA; expenses for recordkeeping and other
administrative services; fees and expenses of the Trustee or Annuity Contract;
expenses for investment education service; and direct costs that the Company
incurs with respect to the Plan.

SECTION 9.04--RECORDS.

        All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

        Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 9.05--INFORMATION AVAILABLE.

        Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan, the
Annuity Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator shall
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 9.06--CLAIM AND APPEAL PROCEDURES.

        A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

        If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

        The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal

RESTATEMENT JANUARY 1, 1997            65                     ARTICLE IX (66777)

within such 60-day period renders the Plan Administrator's determination of such
denial final, binding and conclusive.

        If the Claimant appeals to the Plan Administrator, the Claimant (or his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are pertinent. The
Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make
a final determination as to whether the denial of benefits is justified under
the circumstances. The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant must be notified within the 60-day limit
if an extension is necessary. The Plan Administrator shall render a decision on
a claim for benefits no later than 120 days after the request for review is
received.

SECTION 9.07--DELEGATION OF AUTHORITY.

        All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.

SECTION 9.08--EXERCISE OF DISCRETIONARY AUTHORITY.

        The Company, Plan Administrator, and any other person or entity who has
authority with respect to the management, administration, or investment of the
Plan may exercise that authority in its/his full discretion, subject only to the
duties imposed under ERISA. This discretionary authority includes, but is not
limited to, the authority. to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law; and will not be overturned or set
aside by any court of law unless found to be arbitrary and capricious or made in
bad faith.

RESTATEMENT JANUARY 1, 1997            66                     ARTICLE IX (66777)

                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

        The Board of Directors of the Company reserves the right and authority
to amend the Plan provisions from time to time. In most instances, this
authority has been delegated to the Management Resources Committee who may amend
this Plan at any time, including any remedial retroactive changes (within the
time specified by Internal Revenue Service regulations), to comply with any law
or regulation issued by any governmental agency to which the Plan is subject.

        An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their Beneficiaries or eliminate an optional form
of distribution with respect to benefits attributable to service before the
amendment nor allow reversion or diversion of Plan assets to the Company at any
time, except as may be required to comply with any law or regulation issued by
any governmental agency to which the Plan is subject.

        No amendment to this Plan shall be effective to the extent that it has
the effect of decreasing a Participant's accrued benefit. However, a
Participant's Account may be reduced to the extent permitted under Code Section
412(c)(8). For purposes of this paragraph, a Plan amendment which has the effect
of decreasing a Participant's Account or eliminating an optional form of
benefit, with respect to benefits attributable to service before the amendment
shall be treated as reducing an accrued benefit. Furthermore, if the vesting
schedule of the Plan is amended, in the case of an Agent or Field Manager who is
a Participant as of the later of the date such amendment is adopted or the date
it becomes effective, the nonforfeitable percentage (determined as of such date)
of such individual's right to his Company-derived accrued benefit shall not be
less than his percentage computed under the Plan without regard to such
amendment.

        If, as a result of an amendment, a Company Contribution is removed that
is not 100% immediately vested when made, the applicable vesting schedule shall
remain in effect after the date of such amendment. The Participant shall not
become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

        An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article XI, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Company Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

(a)  who has completed at least three Years of Service on the date the election
     period described below ends (five Years of Service if the Participant does
     not have at least one Hour-of-Service in a Plan Year beginning after
     December 31, 1988) and

(b) whose nonforfeitable percentage will be determined on any date after the
    date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Company Contributions determined without regard to
the amendment. This election may not be revoked. If

RESTATEMENT JANUARY 1, 1997            67                      ARTICLE X (66777)

after the Plan is changed, the Participant's nonforfeitable percentage will at
all times be as great as it would have been if the change had not been made, no
election needs to be provided. The election period shall begin no later than the
date the Plan amendment is adopted, or deemed adopted in the case of a change in
the top-heavy status of the Plan, and end no earlier than the 60th day after the
latest of the date the amendment is adopted (deemed adopted) or becomes
effective, or the date the Participant is issued written notice of the amendment
(deemed amendment) by the Company or the Plan Administrator.

SECTION 10.02--DIRECT ROLLOVERS.

        This section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this section, a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Rollover.

SECTION 10.03--MERGERS AND DIRECT TRANSFERS.

        The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation, or transfer (if this Plan had then
terminated). The Company may enter into merger agreements or direct transfer of
assets with the employers under other retirement plans which are qualifiable
under Code Section 401(a), including an elective transfer, and may accept the
direct transfer of plan assets, or may transfer plan assets, as a party to any
such agreement. The Company shall not consent to, or be a party to a merger,
consolidation, or transfer of assets with a defined benefit plan if such action
would result in a defined benefit feature being maintained under this Plan.

        Notwithstanding any provision of the Plan to the contrary, to the extent
any optional form of benefit under the Plan permits a distribution prior to the
Agent's or Field Manager's retirement, death, disability, or severance from
employment, and prior to plan termination, the optional form of benefit is not
available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within the
meaning of Code Section 414(l), to this Plan from a money purchase pension plan
qualified under Code Section 401(a) (other than any portion of those assets and
liabilities attributable to voluntary employee contributions).

        The Plan may accept a direct transfer of plan assets on behalf of Agent
or Field Manager. If such individual is not an Active Participant when the
transfer is made, such individual shall be deemed to be an Active Participant
only for the purpose of investment and distribution of the transferred assets.
Company Contributions shall not be made for or allocated to him and he may not
make Participant Contributions, until the time he meets all of the requirements
to become an Active Participant.

        The Plan shall hold, administer, and distribute the transferred assets
as a part of the Plan. The Plan shall maintain a separate account for the
benefit of the Agent or Field Manager on whose behalf the Plan accepted the
transfer in order to reflect the value of the transferred assets.

        Unless a transfer of assets to the Plan is an elective transfer, the
Plan shall apply the optional forms of benefit protections described in the
AMENDMENTS SECTION of this article to all transferred assets.

RESTATEMENT JANUARY 1, 1997            68                      ARTICLE X (66777)

        A transfer is elective if: (i) the transfer is voluntary, under a fully
informed election by the Participant; (ii) the Participant has an alternative
that retains his Code Section 411(d)(6) protected benefits (including an option
to leave his benefit in the transferor plan, if that plan is not terminating);
(iii) if the transferor plan is subject to Code Sections 401(a)(11) and 417, the
transfer satisfies the applicable spousal consent requirements of the Code; (iv)
the notice requirements under Code Section 417, requiring a written explanation
with respect to an election not to receive benefits in the form of a qualified
joint and survivor annuity, are met with respect to the Participant and spousal
transfer election; (v) the Participant has a right to immediate distribution
from the transferor plan under provisions in the plan not inconsistent with Code
Section 401(a); (vi) the transferred benefit is equal to the Participant's
entire nonforfeitable accrued benefit under the transferor plan, calculated to
be at least the greater of the single sum distribution provided by the
transferor plan (if any) or the present value of the Participant's accrued
benefit under the transferor plan payable at the plan's normal retirement age
and calculated using an interest rate subject to the restrictions of Code
Section 417(e) and subject to the overall limitations of Code Section 415; (vii)
the Participant has a 100% nonforfeitable interest in the transferred benefit;
and (viii) the transfer otherwise satisfies applicable Treasury regulations.

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

        The obligations of an Insurer shall be governed solely by the provisions
of the Annuity Contract. The Insurer shall not be required to perform any act
not provided in or contrary to the provisions of the Annuity Contract. Each
Annuity Contract when purchased shall comply with the Plan. See the CONSTRUCTION
SECTION of this article.

        Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee with regard to such investment contracts or securities.

        Such Insurer, issuer or distributor is not a party to the Plan, nor
bound in any way by the Plan provisions. Such parties shall not be required to
look to the terms of this Plan, nor to determine whether the Company, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

        Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 10.05--EMPLOYMENT CONTRACT STATUS.

        Nothing contained in this Plan gives an Agent or Field Manager the right
to have an employment contract with the Company or to interfere with the
Company's right to terminate any Agent's or Field Manager's contract.

RESTATEMENT JANUARY 1, 1997            69                      ARTICLE X (66777)

SECTION 10.06--RIGHTS TO PLAN ASSETS.

        An Agent or Field Manager shall not have any right to or interest in any
assets of the Plan upon termination of employment or otherwise except as
specifically provided under this Plan, and then only to the extent of the
benefits payable to such individual according to the Plan provisions.

        Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the
Insurer, the Trustee, and the Company arising under or by virtue of the Plan.

SECTION 10.07--BENEFICIARY.

        Each Participant may name a Beneficiary to receive any death benefit
(other than any income payable to a Contingent Annuitant) that may arise out of
his participation in the Plan. The Participant may change his Beneficiary from
time to time. Unless a qualified election has been made, for purposes of
distributing any death benefits before the Participant's Retirement Date, the
Beneficiary of a Participant who has a spouse who is entitled to a Qualified
Preretirement Survivor Annuity shall be the Participant's spouse. The
Participant's Beneficiary designation and any change of Beneficiary shall be
subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. It
is the responsibility of the Participant to give written notice to the Insurer
of the name of the Beneficiary on a form furnished for that purpose.

        With the Company's consent, the Plan Administrator may maintain records
of Beneficiary designations for Participants before their Retirement Dates. In
that event, the written designations made by Participants shall be filed with
the Plan Administrator. If a Participant dies before his Retirement Date, the
Plan Administrator shall certify to the Insurer the Beneficiary designation on
its records for the Participant.

        If there is no Beneficiary named or surviving when a Participant dies,
the Participant's Beneficiary shall be the Participant's surviving spouse, or
where there is no surviving spouse, the executor or administrator of the
Participant's estate.

SECTION 10.08--NONALIENATION OF BENEFITS.

        Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, spouse or Contingent Annuitant. A
Participant, Beneficiary, spouse or Contingent Annuitant does not have any
rights to alienate, anticipate, commute, pledge, encumber, or assign any of such
benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V. The preceding sentences shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant according to a domestic relations order, unless such order is
determined by the Plan Administrator to be a qualified domestic relations order,
as defined in Code Section 414(p), or any domestic relations order entered
before January 1, 1985. The preceding sentences shall not apply to any offset of
a Participant's benefits provided under the Plan against an amount the
Participant is required to pay the Plan with respect to a judgement, order, or
decree issued, or a settlement entered into, on or after August 5, 1997, which
meets the requirements of Code Sections 401(a)(13)(C) or (D).

RESTATEMENT JANUARY 1, 1997            70                      ARTICLE X (66777)

SECTION 10.09--CONSTRUCTION.

        The validity of the Plan or any of its provisions is determined under
and construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Company has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

        In the event of any conflict between the provisions of the Plan and the
terms of any Annuity Contract issued hereunder, the provisions of the Plan
control.

SECTION 10.10--LEGAL ACTIONS.

        No person employed by the Company, no Participant, former Participant,
or their Beneficiaries, or any other person having or claiming to have an
interest in the Plan is entitled to any notice of process. A final judgment
entered in any such action or proceeding shall be binding and conclusive on all
persons having or claiming to have an interest in the Plan.

SECTION 10.11--SMALL AMOUNTS.

        If consent of the Participant is not required for a benefit which is
immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a
Participant's entire Vested Account shall be paid in a single sum as of the
earliest of his Retirement Date, the date he dies, or the date he ceases to be
an Agent or Field Manager for any other reason. For purposes of this section, if
the Participant's Vested Account is zero, the Participant shall be deemed to
have received a distribution of such Vested Account. If a Participant would have
received a distribution under the first sentence of this paragraph but for the
fact that the Participant's consent was needed to distribute a benefit which is
immediately distributable, and if at a later time consent would not be needed to
distribute a benefit which is immediately distributable and such Participant has
not again become an Agent or Field Manager, such Vested Account shall be paid in
a single sum. This is a small amounts payment.

        If a small amounts payment is made as of the date the Participant dies,
the small amounts payment shall be made to the Participant's Beneficiary (spouse
if the death benefit is payable to the spouse). If a small amounts payment is
made while the Participant is living, the small amounts payment shall be made to
the Participant. The small amounts payment is in full settlement of benefits
otherwise payable.

        No other small amounts payments shall be made.

SECTION 10.12--WORD USAGE.

        The masculine gender, where used in this Plan, shall include the
feminine gender and the singular words, as used in this Plan, may include the
plural, unless the context indicates otherwise.

        The words in writing and written, where used in this Plan, shall include
any other forms, such as voice response or other electronic system, as permitted
by any governmental agency to which the Plan is subject.

RESTATEMENT JANUARY 1, 1997            71                      ARTICLE X (66777)

SECTION 10.13--CHANGE IN SERVICE METHOD.

(a)     Change of Service Method Under This Plan. If this Plan is amended to
        change the method of crediting service from the elapsed time method to
        the hours method for any purpose under this Plan, the Agent's or Field
        Manager's service shall be equal to the sum of (1), (2), and (3) below:

        (1) The number of whole years of service credited to the Agent or Field
            Manager under the Plan as of the date the change is effective.

        (2) One year of service for the applicable computation period in which
            the change is effective if he is credited with the required number
            of Hours-of-Service. If the Company does not have sufficient records
            to determine the Agent's or Field Manager's actual Hours-of-Service
            in that part of the service period before the effective date of the
            change, the Hours-of-Service shall be determined using an
            equivalency. For any month in which he would be required to be
            credited with one Hour-of-Service, the Agent or Field Manager shall
            be deemed for purposes of this section to be credited with 190
            Hours-of-Service.

        (3) The Agent's or Field Manager's service determined under this Plan
            using the hours method after the end of the computation period in
            which the change in service method was effective.

        If this Plan is amended to change the method of crediting service from
        the hours method to the elapsed time method for any purpose under this
        Plan, the Agent's or Field Manager's service shall be equal to the sum
        of (4), (5), and (6) below:

        (4) The number of whole years of service credited to the Agent or Field
            Manager under the Plan as of the beginning of the computation period
            in which the change in service method is effective.

        (5) the greater of (i) the service that would be credited to the Agent
            or Field Manager for that entire computation period using the
            elapsed time method or (ii) the service credited to him under the
            Plan as of the date the change is effective.

        (6) The Agent's or Field Manager's service determined under this Plan
            using the elapsed time method after the end of the applicable
            computation period in which the change in service method was
            effective.

(b)     Transfers Between Plans with Different Service Methods. If an Agent or
        Field Manager has been a participant in another plan of the Company
        which credited service under the elapsed time method for any purpose
        which under this Plan is determined using the hours method, then the
        Agent's or Field Manager's service shall be equal to the sum of (1),
        (2), and (3) below:

        (1) The number of whole years of service credited to the Agent or Field
            Manager under the plan as of the date he became an Agent or Field
            Manager under this Plan.

        (2) One year of service for the applicable computation period in which
            he became an Agent or Field Manager if he is credited with the
            required number of Hours-of-Service. If the Company does not have
            sufficient records to determine the Agent's or Field Manager's

RESTATEMENT JANUARY 1, 1997            72                      ARTICLE X (66777)

            actual Hours-of-Service in that part of the service period before
            the date he became an Agent or Field Manager, the Hours-of-Service
            shall be determined using an equivalency. For any month in which he
            would be required to be credited with one Hour-of-Service, the Agent
            or Field Manager shall be deemed for purposes of this section to be
            credited with 190 Hours-of-Service.

        (3) The Agent's or Field Manager's service determined under this Plan
            using the hours method after the end of the computation period in
            which he became an Agent or Field Manager.

        If an Agent or Field Manager has been a participant in another plan of
        the Company which credited service under the hours method for any
        purpose which under this Plan is determined using the elapsed time
        method, then the Agent's or Field Manager's service shall be equal to
        the sum of (4), (5), and (6) below:

        (4) The number of whole years of service credited to the Agent or Field
            Manager under the other plan as of the beginning of the computation
            period under that plan in which he became an Agent or Field Manager
            under this Plan.

        (5) The greater of (i) the service that would be credited to the Agent
            or Field Manager for that entire computation period using the
            elapsed time method or (ii) the service credited to him under the
            other plan as of the date he became an Agent or Field Manager under
            this Plan.

        (6) The Agent's or Field Manager's service determined under this Plan
            using the elapsed time method after the end of the applicable
            computation period under the other plan in which he became an Agent
            or Field Manager.

        If an Agent or Field Manager has been a participant in a Controlled
Group member's plan which credited service under a different method than is used
in this Plan, in order to determine entry and vesting, the provisions in (b)
above shall apply as though the Controlled Group member's plan were a plan of
the Company.

        Any modification of service contained in this Plan shall be applicable
to the service determined pursuant to this section.

SECTION 10.14--MILITARY SERVICE.

        Notwithstanding any provision of this Plan to the contrary, the Plan
shall provide contributions, benefits, and service credit with respect to
qualified military service in accordance with Code Section 414(u). Loan
repayments shall be suspended under this Plan as permitted under Code Section
414(u).

RESTATEMENT JANUARY 1, 1997            73                      ARTICLE X (66777)

                                   ARTICLE XI

                           TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01--APPLICATION.

The provisions of this article shall supersede all other provisions in the Plan
to the contrary.

        For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Company.
The term Company, as used in this article, shall be deemed to include all
members of the Controlled Group, unless the term as used clearly indicates only
the Company is meant.

        The accrued benefit or account of a participant which results from
deductible employee contributions shall not be included for any purpose under
this article.

        The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Company, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are employees who are owners, officers, or
executives.

SECTION 11.02--DEFINITIONS.

For purposes of this article the following terms are defined:

Aggregation Group means:

        (a) each of the Company's qualified plans in which a Key Employee is a
            participant during the Plan Year containing the Determination Date
            (regardless of whether the plan was terminated) or one of the four
            preceding Plan Years,

        (b) each of the Company's other qualified plans which allows the plans)
            described in (a) above to meet the nondiscrimination requirement of
            Code Section 401(a)(4) or the minimum coverage requirement of Code
            Section 410, and

        (c) any of the Company's other qualified plans not included in (a) or
            (b) above which the Company desires to include as part of the
            Aggregation Group. Such a qualified plan shall be included only if
            the Aggregation Group would continue to satisfy the requirements of
            Code Section 401(a)(4) and Code Section 410.

        The plans in (a) and (b) above constitute the "required" Aggregation
        Group. The plans in (a), (b), and (c) above constitute the "permissive"
        Aggregation Group.

RESTATEMENT JANUARY 1, 1997            74                     ARTICLE XI (66777)

COMPENSATION means compensation as defined in the CONTRIBUTION LIMITATION
SECTION of Article III. For purposes of determining who is a Key Employee in
years beginning before January 1, 1998, Compensation shall include, in addition
too compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article
Ill, elective contributions. Elective contributions are amounts excludible from
the gross income of the Employee under Code Sections 125, 402(e)(3),
402(h)(1)(B), or 403(b), and contributed by the Company, at the Agent's or Field
Manager's election, to a Code Section 401(k) arrangement, a simplified employee
pension, cafeteria plan, or tax-sheltered annuity. Elective contributions also
include amounts deferred under a Code Section 457 plan maintained by the
Company.

DETERMINATION DATE means as to any plan, for any plan year subsequent to the
first plan year, the last day of the preceding plan year. For the first plan
year of the plan, the last day of that year.

KEY EMPLOYEE means any Agent or Manager or former Agent or Field Manager (and
the Beneficiaries of such individual) who at any time during the determination
period was:

(a) an officer of the Company if such individual's annual Compensation exceeds
    50 percent of the dollar limitation under Code Section 415(b)(1)(A).

(b) an owner (or considered an owner under Code Section 318) of one of the ten
    largest interests in the Company if such individual's annual Compensation
    exceeds 100 percent of the dollar limitation under Code Section
    415(c)(1)(A).

(c) a 5-percent owner of the Company, or

(d) a 1-percent owner of the Company who has annual Compensation of more than
    $150,000.

The determination period is the Plan Year containing the Determination Date and
the four preceding Plan Years.

The determination of who is a Key Employee shall be made according to Code
Section 416(i)(1) and the regulations thereunder.

NON-KEY EMPLOYEE means any Agent or Field Manager who is not a Key Employee.

PRESENT VALUE means the present value of a participant's accrued benefit under a
defined benefit plan. For purposes of establishing Present Value to compute the
Top-heavy Ratio, any benefit shall be discounted only for 7.5% interest and
mortality according to the 1971 Group Annuity Table (Male) without the 7% margin
but with projection by Scale E from 1971 to the later of (a) 1974, or (b) the
year determined by adding the age to 1920, and wherein for females the male age
six years younger is used.

TOP-HEAVY PLAN means a plan which is top-heavy for any plan year beginning after
December 31, 1983. This Plan shall be top-heavy if any of the following
conditions exist:

(a) The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not
    part of any required Aggregation Group or permissive Aggregation Group.

(b) This Plan is a part of a required Aggregation Group, but not part of a
    permissive Aggregation Group, and the Top-heavy Ratio for the required
    Aggregation Group exceeds 60 percent.

RESTATEMENT JANUARY 1, 1997            75                     ARTICLE XI (66777)

(c) This Plan is a part of a required Aggregation Group and part of a permissive
    Aggregation Group and the Top-heavy Ratio for the permissive Aggregation
    Group exceeds 60 percent.

TOP-HEAVY RATIO means:

(a) If the Company maintains one or more defined contribution plans (including
    any simplified employee pension plan) and the Company has not maintained any
    defined benefit plan which during the five-year period ending on the
    Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio
    for this Plan alone or for the required or permissive Aggregation Group, as
    appropriate, is a fraction, the numerator of which is the sum of the account
    balances of all Key Employees as of the Determination Date(s) (including any
    part of any account balance distributed in the five-year period ending on
    the Determination Date(s)), and the denominator of which is the sum of all
    account balances (including any part of any account balance distributed in
    the five-year period ending on the Distribution Date(s)), both computed in
    accordance with Code Section 416 and the regulations thereunder. Both the
    numerator and denominator of the Top-heavy Ratio are increased to reflect
    any contribution not actually made as of the Determination Date, but which
    is required to be taken into account on that date under Code Section 416 and
    the regulations thereunder.

(b) If the Company maintains one or more defined contribution plans (including
    any simplified employee pension plan) and the Company maintains or has
    maintained one or more defined benefit plans which during the five-year
    period ending on the Determination Date(s) has or has had accrued benefits,
    the Top-heavy Ratio for any required or permissive Aggregation Group, as
    appropriate, is a fraction, the numerator of which is the sum of the account
    balances under the aggregated defined contribution plan or plans of all Key
    Employees determined in accordance with (a) above, and the Present Value of
    accrued benefits under the aggregated defined benefit plan or plans for all
    Key Employees as of the Determination Date(s), and the denominator of which
    is the sum of the account balances under the aggregated defined contribution
    plan or plans for all participants, determined in accordance with (a) above,
    and the Present Value of accrued benefits under the defined benefit plan or
    plans for all participants as of the Determination Date(s), all determined
    in accordance with Code Section 416 and the regulations thereunder. The
    accrued benefits under a defined benefit plan in both the numerator and
    denominator of the Top-heavy Ratio are increased for any distribution of an
    accrued benefit made in the five-year period ending on the Determination
    Date.

(c) For purposes of (a) and (b) above, the value of account balances and the
    Present Value of accrued benefits will be determined as of the most recent
    Valuation Date that falls within or ends with the 12-month period ending on
    the Determination Date, except as provided in Code Section 416 and the
    regulations thereunder for the first and second plan years of a defined
    benefit plan. The account balances and accrued benefits of a participant (i)
    who is not a Key Employee but who was a Key Employee in a prior year or (ii)
    who has not been credited with at least an hour of service with any employer
    maintaining the plan at any time during the five-year period ending on the
    Determination Date will be disregarded. The calculation of the Top-heavy
    Ratio and the extent to which distributions, rollovers, and transfers are
    taken into account will be made in accordance with Code Section 416 and the
    regulations thereunder. Deductible employee contributions will not be taken
    into account for purposes of computing the Top-heavy Ratio. When aggregating
    plans, the value of account balances and accrued benefits will be calculated
    with reference to the Determination Dates that fall within the same calendar
    year.

RESTATEMENT JANUARY 1, 1997            76                     ARTICLE XI (66777)

    The accrued benefit of a participant other than a Key Employee shall be
    determined under (i) the method, if any, that uniformly applies for accrual
    purposes under all defined benefit plans maintained by the Company, or (ii)
    if there is no such method, as if such benefit accrued not more rapidly than
    the slowest accrual rate permitted under the fractional rule of Code Section
    411(b)(1)(C).

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

        If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined under
a schedule permitted in Code Section 416, the following shall apply. During any
Plan Year in which the Plan is a Top-heavy Plan, the Participant's Vesting
Percentage shall be the greater of the Vesting Percentage determined under
Article I or the schedule below.

                      VESTING SERVICE               NONFORFEITABLE
                       (whole years)                  PERCENTAGE
                        Less than 1                        0
                             1                            20
                             2                            40
                             3                            60
                             4                            80
                         5 or more                       100

        The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the Participant's
Account which is multiplied by a Vesting Percentage to determine his Vested
Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.

        If, in a later Plan Year, this Plan is not a Top-heavy Plan, a
Participant's Vesting Percentage shall be determined under Article I. A
Participant's Vesting Percentage determined under either Article I or the
schedule above shall never be reduced and the election procedures of the
AMENDMENTS SECTION of Article X shall apply when changing to or from the
schedule as though the automatic change were the result of an amendment.

        The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
this article (to the extent required to be nonforfeitable under Code Section
416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D).

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

        During any Plan Year in which this Plan is a Top-heavy Plan, the Company
shall make a minimum contribution or allocation as of the last day of the Plan
Year for each Non-key Employee who is an Agent or Field Manager on the last day
of the Plan Year and who was an Active Participant at any time during the Plan
Year. A Non-key Employee is not required to have a minimum number of
Hours-of-Service or minimum amount of Compensation in order to be entitled to
this minimum. A Non-key Employee who fails to be an Active Participant merely
because his Compensation is less than a stated amount or merely because of a
failure to make mandatory participant contributions or, in the case of a cash or
deferred arrangement, elective

RESTATEMENT JANUARY 1, 1997            77                     ARTICLE XI (66777)

contributions shall be treated as if he were an Active Participant. The minimum
is the lesser of (a) or (b) below:

        (a) 3 percent of such person's Compensation for such Plan Year.

        (b) The "highest percentage" of Compensation for such Plan Year at which
            the Company's contributions are made for or allocated to any Key
            Employee. The highest percentage shall be determined by dividing the
            Company Contributions made for or allocated to each Key Employee
            during the Plan Year by the amount of his Compensation for such Plan
            Year, and selecting the greatest quotient (expressed as a
            percentage). To determine the highest percentage, all of the
            Company's defined contribution plans within the Aggregation Group
            shall be treated as one plan. The minimum shall be the amount in (a)
            above if this Plan and a defined benefit plan of the Company are
            required to be included in the Aggregation Group and this Plan
            enables the defined benefit plan to meet the requirements of Code
            Section 401(a)(4) or 410.

        For purposes of (a) and (b) above, Compensation shall be limited by Code
Section 401(a)(17).

        If the Company's contributions and allocations otherwise required under
the defined contribution plans) are at least equal to the minimum above, no
additional contribution or reallocation shall be required. If the Company's
total contributions and allocations are less than the minimum above, the Company
shall contribute the difference for the Plan Year.

        The minimum contribution or allocation applies to all of the Company's
defined contribution plans in the aggregate which are Top-heavy Plans. A minimum
allocation under a profit sharing plan shall be made without regard to whether
or not the Company has profits.

        If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under another defined contribution plan of the
Company's which is a Top-heavy Plan during that same Plan Year, any additional
contribution required to meet the minimum above shall be provided in this Plan.

        If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Company's
which is a Top-heavy Plan during that same Plan Year, the minimum benefits for
him shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis equal to the lesser
of:

        (c) 2 percent of his average pay multiplied by his years of service, or

        (d) 20 percent of his average pay.

Average pay and years of service shall have the meaning set forth in such
defined benefit plan for this purpose.

        For purposes of this section, any employer contribution made according
to a salary reduction or similar arrangement and employer contributions which
are matching contributions, as defined in Code Section 401(m), shall not apply
in determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.

        The requirements of this section shall be met without regard to any
Social Security contribution.

RESTATEMENT JANUARY 1, 1997            78                     ARTICLE XI (66777)

SECTION 11.05--MODIFICATION OF CONTRIBUTION LIMITATION.

        If the provisions of subparagraph (g) of the CONTRIBUTION LIMITATION
SECTION of Article III are applicable for any Limitation Year during which this
Plan is a Top-heavy Plan, the contribution limitations shall be modified. The
definitions of Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be modified
by substituting "100 percent" in lieu of "125 percent." In addition, an
adjustment shall be made to the numerator of the Defined Contribution Plan
Fraction. The adjustment is a reduction of that numerator similar to the
modification of the Defined Contribution Plan Fraction described in the
CONTRIBUTION LIMITATION SECTION of Article 111, and shall be made with respect
to the last Plan Year beginning before January 1, 1984.

        The modifications in the paragraph above shall not apply with respect to
a Participant so long as employer contributions, forfeitures, or nondeductible
employee contributions are not credited to his account under this or any of the
Company's other defined contribution plans and benefits do not accrue for such
Participant under the Company's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.

        The modification of the contribution limitation shall not apply if both
of the following requirements are met:

        (a) This Plan would not be a Top-heavy Plan if "90 percent" were
            substituted for "60 percent" in the definition of Top-heavy Plan.

        (b) A Non-key Employee who is covered only under a defined benefit plan
            of the Company, accrues a minimum benefit on, or adjusted to, a
            straight life basis equal to the lesser of (i) 3 percent of his
            average pay multiplied by his years of service or (ii) 30 percent of
            his average pay. Average pay and years of service shall have the
            meaning set forth in such defined benefit plan for this purpose.

            The account of a Non-key Employee who is covered only under one or
            more defined contribution plans of the Company, is credited with a
            minimum Company contribution or allocation under such plan(s) equal
            to 4 percent of the person's Compensation for each plan year in
            which the plan is a Top-heavy Plan.

            If a Non-key Employee is covered under both defined contribution and
            defined benefit plans of the Company, (i) a minimum accrued benefit
            for such person equal to the amount determined above for a person
            who is covered only under a defined benefit plan is accrued in the
            defined benefit plan(s) or (ii) a minimum contribution or allocation
            equal to 7.5 percent of the person's Compensation for a plan year in
            which the plans are Top-heavy Plans will be credited to his account
            under the defined contribution plans.

        This section shall cease to apply effective as of the first Limitation
Year beginning on or after January 1, 2000.

RESTATEMENT JANUARY 1, 1997            79                     ARTICLE XI (66777)

        By executing this Plan, the Company acknowledges having counseled to the
extent necessary with selected legal and tax advisors regarding the Plan's legal
and tax implications.

Executed this __________day of ________________________________, ______________.

                                           PRINCIPAL LIFE INSURANCE COMPANY

                                           By:
                                              ----------------------------------

                                              ----------------------------------
                                                         Title

                                                   Defined Contribution Plan 8.0

RESTATEMENT JANUARY 1, 1997            80                 PLAN EXECUTION (66777)