PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT C
485BPOS, 1996-04-12
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                                                      Registration No. 33-58028


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


 
                                    FORM N-4

 
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          Pre-Effective Amendment No.  ____    ____


                        Post-Effective Amendment No.   __4_    __X_

 
                                     and/or

                        (Check appropriate box or boxes)

           Principal Mutual Life Insurance Company Separate Account C 
                           (Exact Name of Registrant)


                    Principal Mutual Life Insurance Company 
                               (Name of Depositor)


             The Principal Financial Group, Des Moines, Iowa 50392 
         (Address of Depositor's Principal Executive Offices) (Zip Code)


        Depositor's Telephone Number, including Area Code (515) 248-3842 


     M. D. Roughton, The Principal Financial Group, Des Moines, Iowa 50392 
                     (Name and Address of Agent for Service)


It is proposed that this filing will become effective (check appropriate space)

        ___    immediately upon filing pursuant to paragraph (b) of Rule 485

         X     on May 1, 1996 pursuant to paragraph (b) of Rule 485

        ___    60 days after filing pursuant to paragraph (a)(1) of Rule 485

        ___    on (date) pursuant to paragraph (a)(1) of the Rule 485

        ___    75 days after filing pursuant to paragraph (a)(2) of Rule 485

        ___    on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

        ___    This post-effective amendment designates a new effective date 
               for a previously filed post-effective amendment.

                                                                                


<PAGE>


           PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT C
               PENSION BUILDER - GROUP VARIABLE ANNUITY CONTRACTS
                FOR QUALIFIED PLANS FOR SELF-EMPLOYED INDIVIDUALS
                               AND THEIR EMPLOYEES
                       Registration Statement on Form N-4
                              Cross Reference Sheet


Form N-4 Item                            Caption in Prospectus

Part A

 1. Cover Page                         Principal Mutual Life Insurance
                                         Company Separate Account C
                                             Pension Builder - Group
                                             Variable Annuity Contracts
                                             For Self-Employed Individuals
                                             and Their Employees
 2. Definitions                        Glossary of Special Terms
 3. Synopsis                           Summary, Expense Table, Example
 4. Condensed Financial Information    Condensed Financial Information
 5. General Description of             Summary, Introduction, Description of
    Registrant, Depositor, and           Principal Mutual Life Insurance
    Portfolio Companies                  Company, Principal Mutual Life
                                         Insurance Company Separate Account
                                         C, Voting Rights
 6. Deductions                         Summary, Deductions Under the Contracts,
                                         Contingent Deferred Sales Charge,
                                         Administration Charge, Separate
                                         Payment of Administration Charge,
                                         Mortality and Expense Risks Charge,
                                         Premium Taxes, Distribution of These
                                         Contracts
 7. General Description of Variable    Summary, The Contract, Contract Values
    Annuity Contracts                    and Accounting Before Annuity Commence-
                                         ment Date, Annuity Benefits, Payment
                                         on Death of Participant, Withdrawals
                                         and Transfers, Other Contractual
                                         Provisions, Contractowners' Inquiries
 8. Annuity Period                     Annuity Benefits
 9. Death Benefit                      Payment on Death of Participant,
                                         Federal Tax Status
10. Purchases and Contract Value       Summary, Introduction, The Contract,
                                         Contract Values and Accounting Before
                                         Annuity Commencement Date, Other
                                         Contractual Provisions, Distribution
                                         of These Contracts
11. Redemptions                        Summary, Introduction, Annuity Benefits,
                                         Withdrawals, and Transfers
12. Taxes                              Summary, Introduction, Annuity Benefits,
                                         Federal Tax Status
13. Legal Proceedings                  Legal Proceedings
14. Table of Contents of the State-    Table of Contents of the Statement
    ment of Additional Information       of Additional Information

<PAGE>

Part B                                   Statement of Additional Information
                                       Caption**

15. Cover Page                         Principal Mutual Life Insurance
                                          Company Separate Account C Pension
                                          Builder-Group Variable Annuity
                                          Issued By Principal Mutual Life
                                          Insurance Company
16. Table of Contents                  Table of Contents
17. General Information and History    General Information and History
18. Services                           Independent Accountants
19. Purchase of Securities Being       Deductions Under the Contracts,
    Offered                               Summary, Withdrawals and Transfers,
                                          Distribution of These Contracts
20. Underwriters                       Summary, Distribution of These Contracts,
                                          Underwriting Commissions
21. Calculation of Performance Data    Calculation of Yield and Total Return
22. Annuity Payments                   Annuity Benefits
23. Financial Statements               Financial Statements

** Prospectus caption given where appropriate.

<PAGE>



                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT C

               PENSION BUILDER -- GROUP VARIABLE ANNUITY CONTRACTS

                      FOR QUALIFIED PLANS FOR SELF-EMPLOYED

                         INDIVIDUALS AND THEIR EMPLOYEES

        Issued by Principal Mutual Life Insurance Company (the "Company")

   
                          Prospectus dated May 1, 1996
    


     This Prospectus  concisely sets forth  information  about Principal  Mutual
Life  Insurance  Company  Separate  Account C, Pension  Builder - Group Variable
Annuity  Contracts (the "Contract" or the "Contracts") that an investor ought to
know before investing. It should be read and retained for future reference.

   
     Additional  information  about  the  Contract,  including  a  Statement  of
Additional  Information,  dated May 1, 1996,  has been filed with the Securities
and Exchange Commission. The Statement of Additional Information is incorporated
by reference  into this  Prospectus.  The table of contents of the  Statement of
Additional  Information  appears  on page 20 of this  Prospectus.  A copy of the
Statement  of  Additional  Information  can be  obtained,  free of charge,  upon
request by writing or telephoning:
    

                     Princor Financial Services Corporation
                                   a Member of
                          The Principal Financial Group
                            Des Moines, IA 50392-0200
                            Telephone: 1-800-247-4123

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


     This  Prospectus is valid only when  accompanied by the current  prospectus
for Principal Capital Accumulation Fund, Inc.,  Principal Government  Securities
Fund, Inc. and Principal Money Market Fund,  Inc. These  prospectuses  should be
kept for future reference.

                                TABLE OF CONTENTS

   
                                                                           Page
  Glossary of Special Terms .............................................    3
  Expense Table..........................................................    4
  Example  ..............................................................    5
  Condensed Financial Information .......................................    6
  Summary  ..............................................................    6
  Introduction ..........................................................    7
  Description of Principal Mutual Life Insurance Company ................    8
  Principal Mutual Life Insurance Company Separate Account C ............    8
  Deductions Under the Contracts ........................................    8
      Contingent Deferred Sales Charge  .................................    9
      Administration Charge .............................................    9
      Separate Payment of Administration Charge .........................   10
      Mortality and Expense Risks Charge ................................   10
      Premium Taxes .....................................................   10
  Surplus Distribution at Sole Discretion of the Company ................   10
  The Contract...........................................................   10
      Contract Values and Accounting Before Annuity Commencement Date ...   11
           Participant's Investment Accounts ............................   11
           Unit Value ...................................................   11
           Net Investment Factor ........................................   11
           Hypothetical Example of Calculation of Unit Value for the
             Common Stock Division and Government Securities Division ...   11
           Hypothetical Example of Calculation of Unit Value for
             the Money Market Division ..................................   12
      Annuity Benefits ..................................................   12
           Selecting a Variable Annuity .................................   12
           Forms of Variable Annuities ..................................   12
           Basis of Annuity Conversion Rates ............................   13
           Determining the Amount of the First Monthly Annuity Payment ..   14
           Determining the Amount of the Second and Subsequent
            Monthly Annuity Payments ....................................   14
           Hypothetical Example of Calculation of Annuity Payments ......   14
      Payment on Death of Participant ...................................   14
           Prior to Annuity Commencement Date ...........................   14
           Subsequent to Annuity Commencement Date ......................   15
      Withdrawals and Transfers .........................................   15
           Cash Withdrawals .............................................   15
           Transfers to the Contract ....................................   15
           Transfers Between Divisions ..................................   15
           Transfers to the Associated Fixed Contract ...................   16
           Special Situation Involving Alternate Funding Agents .........   16
           Postponement of Cash Withdrawal or Transfer ..................   16
      Other Contractual Provisions ......................................   16
           Contribution Limits ..........................................   16
           Assignment ...................................................   16
           Cessation of Contributions ...................................   16
           Limitation as to Participants ................................   17
           Substitution of Securities ...................................   17
           Changes in a Contract ........................................   17
           Statement of Values ..........................................   17
           Voting Rights ................................................   17
      Distribution of these Contracts ...................................   17
      Federal Tax Status ................................................   18
      State Regulation ..................................................   18
      Legal Opinions ....................................................   18
      Legal Proceedings .................................................   18
      Registration Statement ............................................   19
      Other Variable Annuity Contracts ..................................   19
      Independent Auditors  .............................................   19
      Financial Statements...............................................   19
      Appendix 1 ........................................................   19
      Appendix 2 ........................................................   19
      Contractholders' Inquiries ........................................   19
      Table of Contents of the Statement of Additional Information ......   20
    

     This  Prospectus  does not constitute an offer of, or  solicitation  of any
offer  to  acquire,  any  interest  or  participation  in the  Contracts  in any
jurisdiction in which such an offer or solicitation may not lawfully be made. No
person is authorized to give any information or to make any  representations  in
connection with the Contracts other than those contained in this Prospectus.

GLOSSARY OF SPECIAL TERMS

     Administration  Charge -- A charge  deducted  once each  Contribution  Year
prior to the  Annuity  Commencement  Date from the  Investment  Accounts of each
Participant,  either  on the last day of the  Contribution  Year or the date the
Investment Accounts are applied or paid in full (a total redemption).

     Annuity  Change  Factor -- The factor used to determine the change in value
of a Variable Annuity in the course of payment.

     Annuity  Commencement  Date -- The first day of any month on which  Annuity
Payments to a Participant begin, as provided by the Retirement Plan.

     Annuity Payments -- Periodic payments made to a Participant pursuant to the
annuity certificate issued to the Participant at the commencement of benefits.

     Annuity  Reserve  Account -- The reserve  held for  Variable  Annuities  in
course of payment in a Division of Separate Account C for these Contracts.

     Associated Fixed Contract -- A fixed-dollar  annuity contract issued by the
Company for use in connection with HR-10 retirement plans.

     Commuted  Value -- The  dollar  value,  as of a given  date,  of  remaining
Annuity  Payments.  It is  determined  by the Company  using the  interest  rate
assumed in  determining  the initial  amount of monthly  income and  assuming no
variation in the amount of monthly payments after the date of determination.

     Contingent  Deferred Sales Charge -- The charge  deducted from certain cash
withdrawals  from  a  Participant's   Investment  Accounts  before  the  Annuity
Commencement Date.

     Contract -- Contract  issued by the Company with the following form number:
GP A 5923.

     Contractholder  -- The entity to which the Contract  will be issued,  which
will normally be an Employer,  an  association,  or a trust  established for the
benefit of Participants and their beneficiaries.

     Contribution -- Amounts  contributed under the Contracts by or on behalf of
Participants which are permitted or required by the Retirement Plan.

     Contribution Year -- The twelve-month  period which coincides with the Plan
Year. The first Contribution Year of a Participant will commence on the date the
Company  receives an initial  Contribution on behalf of the Participant and will
terminate at the end of the Plan Year in which such Contribution is received.

     Division -- The part of Separate Account C which is invested in shares of a
single Mutual Fund.

     Employer -- The sole  proprietorship  or partnership  which  establishes or
adopts a Retirement Plan.

     HR-10 -- The  Self-Employed  Individuals  Tax  Retirement  Act of 1962,  as
amended.

     Internal Revenue Code -- The Internal Revenue Code of 1954, as amended, and
regulations promulgated thereunder. Reference to the Internal Revenue Code means
such Internal  Revenue Code or the  corresponding  provisions of any  subsequent
revenue code and any regulations thereunder.

     Investment  Account  -- An  account  established  under  a  Contract  for a
Participant with respect to a Division of Separate Account C.

     Investment  Account Value -- The value of an Investment Account on any date
is equal to the  number  of  units  then  credited  to such  Investment  Account
multiplied by the Unit Value for that Division for the Valuation Period in which
such date occurs.

     Mutual Funds -- Principal Capital  Accumulation Fund, Inc., Principal Money
Market Fund, Inc., or Principal  Government  Securities Fund, Inc., or shares of
other registered open-end investment companies substituted therefor.

     Net  Investment  Factor -- The factor used to determine  the change in Unit
Value during a Valuation Period.

     Normal  Income  Form -- The  form of  annuity  option  provided  for in the
Retirement  Plan if the  Participant has not elected one. If the Retirement Plan
does not so provide,  then the Normal  Income Form is Variable Life Annuity with
Monthly  Payments  Certain  for Ten Years for an  unmarried  Participant  and is
Variable Life Annuity with One-Half Survivorship for a married Participant.

     Participant  -- A natural  person for whom  Contributions  have been or are
being made under the Contract.

     Plan Year -- The accounting year of the Retirement  Plan. If the Retirement
Plan  does  not  have  any  accounting   year,  the  Company  will  establish  a
twelve-month period as the Plan Year.

     Retirement Plan -- A pension or profit-sharing "HR-10" plan which qualifies
under the  Self-Employed  Individuals  Tax  Retirement  Act of 1962, as amended,
under  which all or part of the  benefits  are to be  provided  to  Participants
pursuant to a Contract described herein.

     Separate Account C -- A separate  account  established by the Company under
Iowa law to receive Contributions under the Contracts offered by this Prospectus
and other  contracts  issued by the  Company.  It is divided into a Common Stock
Division (invested in Principal Capital Accumulation Fund, Inc.), a Money Market
Division  (invested  in  Principal  Money  Market  Fund,  Inc.) and a Government
Securities  Division (invested in Principal  Government  Securities Fund, Inc.).
Additional Divisions may be added in the future.

     Total and Permanent  Disability -- The condition of a Participant  when, as
the result of sickness or injury,  the participant is prevented from engaging in
any substantial  gainful activity and is eligible for and receiving a disability
benefit under Title II of the Federal Social Security Act.

     Unit  Value -- A measure  used to  determine  the value of a  Participant's
Investment Accounts.

     Valuation Date -- The date as of which the net asset value of a Mutual Fund
is determined.

     Valuation  Period -- The period  between the time as of which the net asset
value of a Mutual Fund is determined  on one  Valuation  Date and the time as of
which such value is determined on the next following Valuation Date.

     Variable  Annuity -- A series of  periodic  payments,  the amounts of which
will increase or decrease to reflect the investment  experience of a Division of
Separate Account C for the Contract.

     Written  Notification  -- Actual delivery to the Company at its home office
in Des  Moines,  Iowa of an  appropriate  writing  from the  person  or  persons
specified by the Retirement Plan, on a form supplied or approved by the Company.

EXPENSE TABLE

     The following tables depict fees and expenses applicable to a Participant's
account  under  the  Contract.  The  purpose  of  the  table  is to  assist  the
contractowner   in   understanding   the  various  costs  and  expenses  that  a
contractowner  will bear directly or indirectly.  The table reflects expenses of
the  separate  account as well as the  expenses of the mutual funds in which the
separate account  invests.  In certain  circumstances,  state premium taxes will
also be applicable.  The example below should not be considered a representation
of past or future expenses;  actual expenses may be greater or lesser than those
shown. See "Deductions under the Contracts."

   Contractowner Transaction Expenses
     Sales Load Imposed on
       Purchases (as a percentage
       of purchase payments)                None
     Deferred Sales Load (as a
       percentage of amount
       surrendered)             

                     For Withdrawals Occurring During Year:
      1    2      3     4     5      6     7     8      9   10   Thereafter
      -    -      -     -     -      -     -     -      -   --   ----------
     7%   6.3%  5.6%   4.9%  4.2%  3.5%   2.8%  2.1%  1.4%  .7%      0%

     Surrender Fees                         None
     Exchange Fee                           None

   Annual Contract Fee      $25 plus an amount equal to the following:
- ----------------------
                                              .5% of the First
                 Total Value of All      x    $50,000 of the Participant's
                 Investment Accounts          Investment Accounts
                 of Participant              _______________________________ 
                                              Total Value of all Investment
                                              Accounts Under the
                                              Retirement Plan


   Separate Account Annual Expenses
     (as a percentage of average account value)
     Mortality and Expense Risk Fees         1.4965%

     Account Fees and Expenses               None
     Total Separate Account Annual Expenses  1.4965%

   
   Annual Expenses of Mutual Funds
     (as a percentage of average net
       assets of the following
       mutual funds)
                        Principal Capital  Principal Government  Principal Money
                        Accumulation Fund    Securities Fund       Market Fund
     Management Fees          .49%                  .50%               .50%
     Other Expenses           .02%                  .05%               .08%
     Total Mutual Fund
       Annual Expenses        .51%                  .55%               .58%
    



<TABLE>
<CAPTION>
   
                                  EXAMPLE
                                                     1 Year  3 Years   5 Years   10 Years
  ---------------------------------------------------------  -------   -------   --------
<S>                                     <C>           <C>     <C>        <C>        <C> 
If you surrender your contract at the   Common Stock
end of the applicable time period:      Division      $95     $132       $171       $272

  You would pay the following           Government
  expenses on a $1,000 investment,      Securities
  assuming 5% annual return on          Division      $95     $133       $172       $276
  assets:
                                        Money Market
                                        Division      $96     $134       $174       $279

If you annuitize at the end of the      Common Stock
applicable time period or do not        Division      $23      $72       $123       $263
surrender your contract:

  You would pay the following           Government
  expenses on a $1,000 investment,      Securities
  assuming 5% annual return on          Division      $24      $73       $125       $267
  assets:
                                        Money Market
                                        Division      $24      $74       $126       $270
</TABLE>
    


CONDENSED FINANCIAL INFORMATION

     Selected  data  for  a  Pension  Builder   accumulation   unit  outstanding
throughout the period ended December 31:
   
<TABLE>
<CAPTION>
                              Common Stock Division



                               1995  1994    1993   1992    1991    1990   1989    1988   1987   1986
- --------------------------------------------------------------------------------------------------------
<S>                         <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>    <C>     <C>
Accumulation unit value:
  Beginning of period       $2.624  $2.650 $2.495  $2.313  $1.693  $1.907 $1.665  $1.477 $1.409  $1.231
  End of period              3.409   2.624  2.650   2.495   2.313   1.693  1.907   1.665  1.477   1.409

Number of accumulation         696   3,570  4,812   4,485   3,880   3,429  3,006   2,521  2,188   1,107
  units outstanding at end
  of period (in thousands)
    

</TABLE>
<TABLE>
<CAPTION>
                                     Government Securities Division (1)

   
                                     1995    1994    1993   1992     1991    1990   1989    1988   1987
     ----------------------------------------------------------------------------   ----    ----   ----
<S>                                  <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>    <C>
Accumulation unit value:
     Beginning of period             $1.570  $1.669 $1.539  $1.462  $1.269  $1.176 $1.032  $ .967 $1.000
     End of period                    1.841   1.570  1.669   1.539   1.462   1.269  1.176   1.032   .967

Number of accumulation                  453   1,722  2,501   2,178   1,770   1,398  1,072     507    210
     units outstanding at end
     of period (in thousands)
    


<FN>
(1)  Commenced operations on April 14, 1987.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                           Money Market Division

   
                                     1995    1994     1993  1992     1991    1990   1989    1988   1987   1986
     ----------------------------------------------------------------------------   ----    ----   ----   ----
<S>                                  <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>    <C>     <C>
Accumulation unit value:
     Beginning of period             $1.696  $1.659 $1.640  $1.608  $1.541  $1.448 $1.348  $1.276 $1.217  $1.163
     End of period                    1.764   1.696  1.659   1.640   1.608   1.541  1.448   1.348  1.276   1.217

Number of accumulation                  564   1,452  1,694   2,009   2,479   2,626  2,609   1,274    536     172
     units outstanding at end
     of period (in thousands)
</TABLE>
    

Financial statements are contained in the Statement of Additional Information.

SUMMARY

How can I invest in a Contract?

   
     The Pension Builder Group variable annuity contracts (the "Contract" or the
"Contracts")  described in this  Prospectus  are designed for use in  connection
with  pension or  profit-sharing  plans which  qualify  under the  Self-Employed
Individuals Retirement Act of 1962 ("HR-10") as amended. These Contracts,  which
are no longer offered, were sold primarily by insurance agents of or brokers for
Principal Mutual Life Insurance Company. In addition, these persons were usually
registered representatives of Princor Financial Services Corporation, which acts
as distributor for the Contract. See "Distribution of these Contracts."
    

What is the minimum amount that may be invested?

     There is no required minimum. See "Other Contractual Provisions".

Do I get an initial ten-day free look at a newly purchased Contract?

     Yes. A Participant may terminate initial  participation  under the Contract
without penalty by returning the  certificate  issued when the Contract is first
purchased  to  the  home  office  of the  Company  within  ten  days  after  the
Participant's initial receipt of the certificate. See "Introduction."

How can I withdraw my investment?

   
     Participant  withdrawals are subject to any Retirement Plan  limitations or
any  reduction  for vesting  provided for in the  Retirement  Plan as to amounts
available,  and  will  be  subject  to any  charges  that  may be  applied.  See
"Withdrawals and Transfers."  However,  note that withdrawals  before age 59 1/2
may involve an income tax penalty. See "Federal Tax Status."
    

INTRODUCTION

     The  Contracts  described  in  this  Prospectus  are  designed  for  use in
connection  with  pension  or  profit-sharing  plans  which  qualify  under  the
Self-Employed  Individuals Tax Retirement Act of 1962, as amended. The Contracts
provide for the  accumulation of values and the payment of annuity benefits on a
variable  basis.  A certificate  is issued to each  Participant  describing  the
benefits under the Contract.  A Participant may terminate initial  participation
under the Contract without penalty by returning the certificate  issued when the
Contract is first  purchased  to the home office of the Company  within ten days
after the Participant's initial receipt of the certificate.

     All  Contributions  for  Participants  are  allocated to one or more of the
Divisions of Separate Account C. Currently there are three Divisions: the Common
Stock  Division,  the  Money  Market  Division  and  the  Government  Securities
Division.  Additional  Divisions  may be added in the future.  Each  Participant
controls the allocation by filing a Written Notification with the Company.

     The Common  Stock  Division  invests  only in shares of  Principal  Capital
Accumulation  Fund,  Inc., the Money Market  Division  invests only in shares of
Principal Money Market Fund, Inc. and the Government Securities Division invests
only in shares  of  Principal  Government  Securities  Fund,  Inc.  These  three
corporations are diversified, open-end investment management companies typically
known as Mutual Funds.  The  Investment  Manager for the Mutual Funds is Princor
Management Corporation.  Principal Capital Accumulation Fund and Principal Money
Market  Fund  are also  used to fund  variable  life  insurance  contracts.  See
"Eligible  Purchasers  and  Purchase of Shares" in the Funds'  prospectus  for a
discussion of the potential risks associated with "mixed funding."

     The investment  objective of Principal Capital  Accumulation  Fund, Inc. is
long-term  capital  appreciation  and growth of future  investment  income.  The
assets of this Mutual Fund consist  principally of a portfolio of common stocks.
The value of the investments  held by this Mutual Fund  fluctuates  daily and is
subject  to the  risks of  changing  economic  conditions  as well as the  risks
inherent in the ability of this Mutual Fund's  management to anticipate  changes
in  such  investments   necessary  to  meet  changes  in  economic   conditions.
Historically,  the value of a  diversified  portfolio  of common  stocks such as
invested in by Principal  Capital  Accumulation  Fund, Inc. held for an extended
period of time has  tended to rise  during  periods  of  inflation.  There  has,
however,  been no exact  correlation,  and for some  periods  the values of such
common stocks declined while the rate of inflation increased.

     Principal Money Market Fund, Inc. has an investment  objective of obtaining
maximum  current income  available from  short-term  securities  consistent with
preservation  of principal and  maintenance of liquidity by investing all of its
assets in a portfolio of money market  instruments.  This Mutual Fund invests in
United States dollar  denominated  instruments  having a maturity of 397 days or
less  that  the  Manager,  subject  to the  oversight  of the  Fund's  board  of
directors,  determines present minimal credit risks and which at the time of the
acquisition  are "eligible  securities"  as that term is defined in  regulations
issued under the Investment  Company Act of 1940. See the Fund's  prospectus for
details.  The value of the  investments  held by this Mutual Fund may fluctuate,
although the net asset value per share is normally  expected to remain at $1.00.
However, its yield will vary with changes in short-term interest rates. Over the
last  two  decades  there  has been a  general  correlation  between  short-term
interest rates and the cost of living,  but there has been no exact  correlation
and for some  periods  such  rates  have  declined  while the cost of living has
risen.

      Principal Government  Securities Fund, Inc. has an investment objective of
a high level of current  income,  liquidity  and safety of  principal.  The Fund
seeks to achieve this objective  through the purchase of  obligations  issued or
guaranteed  by the United States  Government or its agencies,  with up to 55% of
the  Fund's  assets  invested  in  Government   National  Mortgage   Association
Certificates ("GNMA Certificates").  Fund shares, however, are not guaranteed by
the United States Government.  The value of the Fund's investments fluctuates as
interest  rates change.  The value rises when rates decline and falls when rates
increase.  Expected  prepayments of mortgages included in a GNMA certificate can
offset the market value of the  certificate,  and actual  prepayments can effect
the return ultimately received.

     Additional  information  concerning  these Mutual  Funds,  including  their
investment policies and restrictions,  investment  management fees and operating
expenses is given in the  prospectus  for the Funds. A Prospectus for the Mutual
Funds is attached to and follows this Prospectus. It should be read carefully in
conjunction with this Prospectus before investing.

     Each Division  purchases  shares of the Mutual Funds at net asset value. In
addition, all distributions made by a Mutual Fund with respect to shares held by
Divisions of Separate Account C are reinvested in additional  shares of the same
Mutual  Fund.  Contract  benefits are provided and charges are made in effect by
redeeming  Mutual Fund shares at net asset value.  Values  under the  Contracts,
both before and after the  commencement  of Annuity  Payments,  will increase or
decrease  to  reflect  the  investment  performance  of  the  Mutual  Funds  and
Participants assume the risks of such change in values.

     From  time to  time  the  Separate  Account  advertises  its  Money  Market
Division's  "yield"  and  "effective  yield."  Both yield  figures  are based on
historical  earnings and are not intended to indicate  future  performance.  The
"yield" of the division  refers to the income  generated by an investment in the
division  over  a  seven-day   period  (which  period  will  be  stated  in  the
advertisement).  This income is then "annualized." That is, the amount of income
generated by the  investment  during that week is assumed to be  generated  each
week over a 52-week period and is shown as a percentage of the  investment.  The
"effective  yield" is  calculated  similarly  but, when  annualized,  the income
earned by an  investment  in the  division  is  assumed  to be  reinvested.  The
"effective  yield"  will be  slightly  higher  than the  "yield"  because of the
compounding  effect  of  this  assumed  reinvestment.  Neither  yield  quotation
reflects sales load deducted from purchase  payments which,  if included,  would
reduce the "yield" and "effective yield."

     Also,  from time to time,  the Separate  Account will advertise the average
annual total return of its various  divisions.  The average  annual total return
for  any  of the  divisions  is  computed  by  calculating  the  average  annual
compounded  rate of return over the stated  period that would  equate an initial
$1,000 investment to the ending  redeemable  contract value. In this calculation
the ending value is reduced by a contingent deferred sales charge that decreases
from 7% to 0% over a period of 10 years. The Separate Account may also advertise
total return  figures of its Divisions  for a specified  period that do not take
into  account  the  sales  charge  in  order to  illustrate  the  change  in the
Division's  unit value over time.  See  "Deductions  Under the  Contracts" for a
discussion of contingent deferred sales charges.

     See  the  Statement  of  Additional  Information  for  further  information
regarding the computation of yield, effective yield and total return.

DESCRIPTION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY (THE "COMPANY")

     Principal Mutual Life Insurance  Company is a mutual life insurance company
with its home  office  at The  Principal  Financial  Group,  Des  Moines,  Iowa,
telephone number 515-247-5111.  It was originally incorporated under the laws of
the  State of Iowa in 1879 as  Bankers  Life  Association,  changed  its name to
Bankers  Life  Company in 1911 and  changed  its name to  Principal  Mutual Life
Insurance Company in 1986.

     Principal Mutual Life Insurance Company is authorized to do business in the
50 states of the United States,  the District of Columbia,  the  Commonwealth of
Puerto Rico, and the Canadian Provinces of Alberta, British Columbia,  Manitoba,
Ontario and Quebec.  The Company sells life,  disability,  and health insurance,
and annuities written both on an individual and a group basis.

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT C

     Separate  Account  C was  established  on  April  12,  1971  pursuant  to a
resolution (as amended) of the Executive  Committee of the Board of Directors of
the Company.  Under Iowa insurance  laws and  regulations  the income,  gains or
losses,  whether or not  realized,  of  Separate  Account C are  credited  to or
charged  against  the assets of Separate  Account C without  regard to the other
income,  gains or losses of the  Company.  In  addition,  all  income,  gains or
losses,  whether or not  realized,  and  expenses  with respect to a Division of
Separate  Account C for these  Contracts shall be credited to or charged against
that  Division  without  regard to income,  gains or losses,  or expenses of any
other Division of Separate Account C.  Furthermore,  the assets of each Division
of Separate  Account C for these  Contracts  shall not be charged by the Company
with any liabilities  arising from any other contracts  issued by the Company or
from any other  Division  of  Separate  Account  C.  These  assets are held with
relation to the Contracts  described in this  Prospectus and such other variable
annuity   contracts  as  may  be  issued  by  the  Company  and   designated  as
participating in the various Divisions of Separate Account C. Also, although the
assets  maintained in Separate  Account C attributable to the Contracts will not
be charged with any liabilities  arising out of any other business  conducted by
the Company,  the reverse is not true. Hence, all obligations  arising under the
Contracts, including the promise to make Annuity Payments, are general corporate
obligations of the Company.

     Pursuant to  amendments  enacted in 1970 to the  Investment  Company Act of
1940,  Separate  Account C is not an investment  company for purposes of the Act
and hence certain provisions of the Act do not apply to it.

   
     The Company is taxed as an insurance  company  under the  Internal  Revenue
Code. The operations of Separate  Account C are part of the total  operations of
the Company but are treated  separately for  accounting and financial  statement
purposes and are considered separately in computing the Company's tax liability.
Separate  Account C is not affected by federal  income taxes paid by the Company
with respect to its other operations, and under existing federal income tax law,
investment  income and capital gains  attributable to Separate Account C are not
taxed.  The Company reserves the right to charge Separate Account C with, and to
create a reserve for, any tax liability which the Company  determines may result
from maintenance of Separate Account C. To the best of the Company's  knowledge,
there is no current prospect of any such liability.
    

DEDUCTIONS UNDER THE CONTRACTS

   
     An  Administration  Charge,  a mortality  and expense  risks charge and, in
certain  circumstances,  state  premium  taxes are deducted  under the Contract.
Also,  in certain  circumstances,  a  Contingent  Deferred  Sales  Charge may be
deducted  from  certain  cash  withdrawals   from  a  Participant's   Investment
Account(s)  before  the  Annuity   Commencement  Date.  Total  expenses  of  the
Registrant for the fiscal year ended December 31, 1995 were 1.78% of the average
net assets.
    

     There  are also  deductions  from and  expenses  paid out of the  assets of
Principal Money Market Fund, Inc., Principal Capital Accumulation Fund, Inc. and
Principal   Government   Securities  Fund,  Inc.  These  are  described  in  the
prospectus.

A.   Contingent Deferred Sales Charge

     There is no initial sales charge.  However,  any cash withdrawal before the
     Annuity  Commencement  Date on behalf of a Participant  may be subject to a
     Contingent  Deferred Sales Charge equal to a percentage of the amount being
     withdrawn.  The  percentage  will be determined  according to the following
     table:

            Number of Contribution
         Years A Participant Has Been             Contingent Deferred
          Covered Under the Contract            Sales Charge Percentage
          --------------------------            -----------------------
                     Less than 1                          7.0%
              1 but less than  2                          6.3
              2 but less than  3                          5.6
              3 but less than  4                          4.9
              4 but less than  5                          4.2
              5 but less than  6                          3.5
              6 but less than  7                          2.8
              7 but less than  8                          2.1
              8 but less than  9                          1.4
              9 but less than 10                          0.7
                      10 or more                          0.0

     The charge will be made by reducing the Investment Account Value from which
     the  withdrawal  is  made by an  amount  equal  to the  charge  (see  "Cash
     Withdrawals").

     The Contingent  Deferred Sales Charge does not apply to withdrawals made as
     a result of the Participant's death or Total and Permanent Disability.  The
     charge  also does not apply to  transfers  between  Investment  Accounts or
     transfers to an Associated  Fixed Contract or to amounts applied to provide
     Variable Annuity payments.  The charge may apply to amounts  transferred to
     an Alternate Funding Agent or Alternate  Funding Vehicle,  except transfers
     to an  Alternate  Funding  Vehicle  that is an annuity  contract  issued by
     Principal Mutual Life Insurance Company.

   
     The  Contingent  Deferred  Sales  Charge  will be waived by the Company for
     withdrawals  of the entire  value of a  Participant's  Investment  Accounts
     under the Contract.  This waiver will not apply to withdrawals of less than
     the entire value of a Participant's Investment Accounts under the Contract.
    

     The amount of any Contingent  Deferred Sales Charge will never exceed 9% of
     the  purchase  payments  to which the  charge  relates.  For this  purpose,
     withdrawals will be related to purchase  payments on a first-in,  first-out
     basis and "purchase payments" will include purchase payments made under any
     Associated  Fixed  Contract  from  which  transfers  have  been  made.  See
     "Transfers to the Contract."

     The Contingent Deferred Sales Charge,  when applicable,  will be applied by
     the Company to unamortized  expenses  relating to the sale of the Contracts
     including but not limited to commissions paid to sales personnel, the costs
     of  preparation  of sales  literature and other  promotional  activity.  If
     revenues from the  Contingent  Deferred  Sales Charge are not sufficient to
     cover sales expenses,  the short fall could be viewed as being provided for
     out  of  other  revenues  or  the  Company's  surplus,  including  revenues
     attributable to the mortality and expense risks charge.

B.   Administration Charge

     An  Administration  Charge will be  deducted  once each  Contribution  Year
     proportionately  from the Investment  Accounts of each Participant and will
     be equal to the sum of 1. and 2.:

     1.  $25.

     2.  The  Participant's   proportionate  share  of  an  amount  equal  to  a
         percentage  of the total  value of all  Investment  Accounts  under the
         Retirement Plan under the Contract.  This  percentage  shall be 0.5% of
         the first $50,000 in such  accounts  divided by the total value of such
         accounts.  (See Appendix 2 for example of computation of Administration
         Charge.)

     The  Administration  Charge applicable to each Participant will be deducted
     from the Participant's  Investment  Accounts on the earlier of (i) the date
     such accounts are paid or applied in full (a total  redemption) or (ii) the
     last day of the  Contribution  Year.  Such  deduction  will be  effected by
     cancelling  a  number  of the  units  in  each  Investment  Account  of the
     Participant equal to its proportionate  share of the Administration  Charge
     divided by the Unit Value for the Contract for the applicable  Division for
     the Valuation Period in which the charge is made.

     A pro rata Administration  Charge will be made for any fractional part of a
     Contribution Year of a Participant.  The Company does not expect to recover
     from the charge any amount above its accumulated  expenses  associated with
     the Contracts. However, since a portion of the charge is based on a percent
     of a Participant's  Investment Account Values,  amounts derived from larger
     Investment Accounts may to an extent cover expenses associated with smaller
     Investment  Accounts  depending  upon the  relative  degree  of  Investment
     Account activity.

C.   Separate Payment of Administration Charge

     An Employer may, by a revocable written  agreement with the Company,  agree
     to  pay  separately  all or a  portion  of the  Administration  Charge  for
     Participants who are employees of the Employer.

D.   Mortality and Expense Risks Charge

     Variable  Annuity  Payments  will  not be  affected  by  adverse  mortality
     experience or by any excess in the actual sales and administrative expenses
     over the charges  provided  for in the  Contract.  The Company  assumes the
     risks that (i) Annuity  Payments  will  continue  for a longer  period than
     anticipated   and  (ii)  the   deductions   under  the  Contracts  will  be
     insufficient  to cover the actual  costs.  For assuming  these  risks,  the
     Company, in determining Unit Values and Variable Annuity Payments,  makes a
     charge  as of the  end of each  Valuation  Period  against  the  assets  of
     Separate  Account  C held  with  respect  to the  Contract.  The  charge is
     equivalent to a simple annual rate of 1.4965%. The Company does not believe
     that it is possible to  specifically  identify  that portion of the 1.4965%
     deduction  applicable to the separate risks involved,  but estimates that a
     reasonable  approximate  allocation would be .2490% for the mortality risks
     and 1.2475% for the expense  risks.  The mortality and expense risks charge
     may be  changed  by the  Company  at any time at least  one year  after the
     Contract  has been  issued by giving  not less than 60 days  prior  written
     notice to the Contractholder,  Employer and Participants.  However,  during
     the first five years  following  issuance of the Contracts,  the charge may
     not exceed  2.00% on an annual  basis,  and further  only one change may be
     made in any one year period.  Any change in the mortality and expense risks
     charge will not affect Variable Annuities in the course of payment.  If the
     charge is  insufficient  to cover the  actual  costs of the  mortality  and
     expense  risks  assumed,  the  financial  loss  will  fall on the  Company;
     conversely, if the charge proves more than sufficient, the excess will be a
     gain to the Company.

E.   Premium Taxes

     Certain  state and local  governments  impose a  premium  tax upon  annuity
     considerations  received by  insurance  companies.  The Company will charge
     against  the  Participant's  Investment  Account  Values  the amount of any
     premium  taxes levied by a state or any other  government  entity.  Premium
     taxes currently imposed by states range from 0% (in more than 40 states) to
     2.25%. (See Appendix 1 for premium tax rates.) Unless otherwise required by
     law, the deduction will be made at the time  Investment  Account Values are
     applied to effect the form of variable annuity selected by the Participant.

     The applicable rates imposed by the states and other governmental  entities
     which impose premium taxes on annuity  considerations  are subject to being
     changed or amended by the respective  legislative body or by administrative
     interpretations  or by  judicial  acts.  IT IS  NOT  POSSIBLE  TO  DESCRIBE
     PRECISELY  THE AMOUNT OF PREMIUM TAX PAYABLE ON ANY  TRANSACTION  INVOLVING
     THE CONTRACTS.  Such premium taxes will depend,  among other things, on the
     state of residence of the  Participant  and the  insurance tax laws of such
     states.

SURPLUS DISTRIBUTION AT SOLE DISCRETION OF THE COMPANY

     It is not anticipated that any divisible surplus will ever be distributable
to these  Contracts  in the future  because the  Contracts  are not  expected to
result in a contribution to the divisible  surplus of the Company.  However,  if
any distribution of divisible  surplus is made, it will be made to Participants'
Investment Accounts in the form of additional units.

THE CONTRACT

     The Contract  will  normally be issued to an Employer or  association  or a
trust established for the benefit of Participants and their  beneficiaries.  The
Company  will  also  issue a  pre-retirement  certificate  to  each  Participant
describing  the benefits  under the Contract.  If the Company Home Office in Des
Moines, Iowa receives and accepts a completed application for a Contract with or
before the initial purchase  payment,  it will,  within two days after receiving
that  payment,  invest the entire  amount in the Division or Divisions  that are
chosen.  (If no Division is chosen on the completed  application for a Contract,
the Company will invest the entire amount in the Money Market  Division.) If the
application  for the purchase of a Contract is not received and accepted  within
five business days after the Company receives the initial purchase payment,  the
Company will return the  payment.  If the  application  is received and accepted
within the  five-day  period,  that  payment will be invested in the Division or
Divisions  of  choice  at the Unit  Value or Values  next  calculated  after the
application has been accepted.

A.   Contract Values and Accounting Before Annuity Commencement Date

     1.  Participant's Investment Accounts

         During the period of time before the commencement of Annuity  Payments,
         an Investment Account will be established for each Participant for each
         type of Contribution  permitted under the Contract for each Division of
         Separate  Account C. The types of Contributions  are:  Contributions by
         the Employer pursuant to the Retirement Plan, voluntary  non-deductible
         Participant  Contributions,  Contributions  which  represent a transfer
         from a prior  funding  arrangement,  or  other  Contributions  that the
         Company agrees to accept.

         Investment  Accounts will be maintained  until the  Investment  Account
         Values are either (a) applied to effect Variable  Annuity  benefits for
         the   Participant,   (b)  paid  to  the  Participant  or  Participant's
         beneficiary or (c) transferred in accordance with the provisions of the
         Contract.

         Each  Contribution  for a Participant will be allocated to the Division
         or Divisions of Separate  Account C designated by Written  Notification
         and will  result  in a credit  of units to the  appropriate  Investment
         Account. The number of units so credited will be determined by dividing
         the portion of the  Contributions  allocated  to a Division by the Unit
         Value for that  Division  for the  Valuation  Period  within  which the
         Contribution  was  received  by the  Company at its home  office in Des
         Moines, Iowa.

     2.  Unit Value

         The Unit  Value for a Contract  which  participates  in a  Division  of
         Separate  Account  C  determines  a  Participant's  Investment  Account
         Values. The Unit Value for each Contract in each Division is determined
         on each day on which the net asset value of its underlying  Mutual Fund
         is determined.  The Unit Value for a Valuation  Period is determined as
         of the end of the period. The investment  performance of the underlying
         Mutual Fund and deducted expenses affect the Unit Value.

         For these  Contracts,  the Unit  Value for each  Division  was fixed at
         $1.00 for the  Valuation  Period in which the first amount of money was
         credited  to the  Division.  A  Division's  Unit  Value  for any  later
         Valuation  Period  is  equal  to its  Unit  Value  for the  immediately
         preceding Valuation Period multiplied by the Net Investment Factor (see
         below) for that Division for the later Valuation Period.

     3.  Net Investment Factor

         Each  Net  Investment  Factor  is  the  quantitative   measure  of  the
         investment performance of each Division of Separate Account C.

         For any specified  Valuation  period the Net  Investment  Factor for a
         Division for a Contract is equal to

         (a)  the  quotient  obtained by  dividing  (i) the net asset value of a
              share of the underlying Mutual Fund as of the end of the Valuation
              Period,  plus  the per  share  amount  of any  dividend  or  other
              distribution  made by the Mutual Fund during the Valuation  Period
              (less an adjustment for taxes, if any) by (ii) the net asset value
              of a share  of the  Mutual  Fund as of the end of the  immediately
              preceding Valuation Period,
                                   reduced by

         (b)  a mortality and expense risks charge of a number equal to a simple
              interest rate for the number of days within the  Valuation  Period
              at an annual rate of 1.4965%.

         The amounts  derived from applying the rate  specified in  subparagraph
         (b) above and the amount of any taxes referred to in  subparagraph  (a)
         above  will be  accrued  daily and will be  transferred  from  Separate
         Account C at the discretion of the Company.

     4.  Hypothetical Example of Calculation of Unit Value for the Common Stock
         Division and Government Securities Division

         The  computation  of the Unit Value may be illustrated by the following
         hypothetical  example.  Assume  that the  current  net asset value of a
         Mutual Fund share is  $14.8000;  that there were no  dividends or other
         distributions made by the Mutual Fund and no adjustment for taxes since
         the last determination; that the net asset value of a Mutual Fund share
         last determined was $14.7800;  that the last Unit Value was $1.0185363;
         and that the Valuation Period was one day. To determine the current Net
         Investment Factor, divide $14.8000 by $14.7800 which produces 1.0013532
         and deduct from this amount the  mortality  and expense risks charge of
         0.0000410, which is the rate for one day that is equivalent to a simple
         annual  rate of  1.4965%.  The  result,  1.0013122,  is the current Net
         Investment  Factor. The last Unit Value ($1.0185363) is then multiplied
         by the current  Net  Investment  Factor  (1.0013122)  which  produces a
         current Unit Value of $1.0198728.

     5.  Hypothetical Example of Calculation of Unit Value for the Money Market
         Division

         The  computation  of the Unit Value may be illustrated by the following
         hypothetical  example.  Assume  that the  current  net asset value of a
         Mutual  Fund share is $1.0000;  that a dividend  of .0328767  cents per
         share was declared by the Mutual Fund prior to  calculation  of the net
         asset  value of the Mutual  Fund share and that no other  distributions
         and no  adjustment  for taxes were made  since the last  determination;
         that the net asset  value of a Mutual  Fund share last  determined  was
         $1.0000;  that  the  last  Unit  Value  was  $1.0162734;  and  that the
         Valuation Period was one day.

         To determine  the current Net  Investment  Factor,  add the current net
         asset value ($1.0000) to the amount of the dividend  ($.000328767)  and
         divide by the last net asset  value  ($1.0000),  which when  rounded to
         seven places  equals  1.0003288.  Deduct from this amount the mortality
         and expense  risks charge of .0000410 (the  proportionate  rate for one
         day based on a simple annual rate of 1.4965%).  The result  (1.0002878)
         is the current Net Investment  Factor. The last Unit Value ($1.0162734)
         is then  multiplied by the current Net Investment  Factor  (1.0002878),
         resulting in a current Unit Value of $1.0165659.

B.  Annuity Benefits

     1.  Selecting a Variable Annuity

         Variable  Annuity  Payments will be made to a Participant  beginning on
         the Annuity  Commencement  Date and continuing  thereafter on the first
         day of each month.  A  Participant  may select an Annuity  Commencement
         Date by Written  Notification to the Company.  The date selected may be
         the first day of any month the Retirement Plan allows which is at least
         one month after the Written Notification.

         The Annuity Commencement Date for all Participants cannot be later than
         April 1 following the end of the taxable year in which the  Participant
         attains age 70 1/2. There are certain  exceptions for employees who are
         not 5% owners and who attain age 70 1/2 by January 1, 1988.

         The Annuity  Commencement Date cannot be earlier than age 59 1/2 except
         in the event of Total and Permanent Disability.  Early distribution for
         any  other  reason  prior  to age 59 1/2  may  be  subject  to  certain
         penalties (see "Federal Tax Status").

         At any time not less  than one  month  preceding  the  desired  Annuity
         Commencement Date, a Participant may, by Written  Notification,  select
         one of the  annuity  options  described  below (see  "Forms of Variable
         Annuities").  If no annuity option has been selected at least one month
         before the Annuity  Commencement  Date,  the Normal Income Form will be
         provided.

     2.  Forms of Variable Annuities

         Because of certain restrictions  contained in the Internal Revenue Code
         and regulations  thereunder,  an annuity option is not available unless
         (i) no  benefits  are  provided  which  extend  beyond  the life of the
         Participant  or the  lives  of the  Participant  and the  Participant's
         spouse or (ii) no  benefits  are  provided  which  extend over a period
         longer  than  the  life  expectancy  of the  Participant  or  the  life
         expectancy of the Participant and spouse.

         A Participant may elect to have Investment Account Values applied under
         one of the following annuity options.  However,  if the monthly Annuity
         Payment  would be less than $20,  the Company  may, at its sole option,
         pay the Investment  Account  Values in full  settlement of all benefits
         otherwise available.

         Variable  Life Annuity with Monthly  Payments  Certain for Zero,  Five,
         Ten, Fifteen or Twenty Years or Installment Refund Period -- a Variable
         Annuity which provides monthly  payments to the Participant  during the
         Participant's  lifetime,  and further provides that if, at the death of
         the  Participant,  monthly  payments  have  been  made for less  than a
         minimum period selected by the Participant,  any remaining payments for
         the balance of such period  shall be paid to a  designated  beneficiary
         unless the  beneficiary  requests in writing that the Commuted Value of
         the   remaining   payments  be  paid  in  a  single  sum.   (Designated
         beneficiaries  entitled to take the remaining  payments or the Commuted
         Value thereof rather than  continuing  monthly  payments should consult
         with  their tax  advisor  to be made  aware of the  differences  in tax
         treatment.)

         The minimum  period may be either zero,  five,  ten,  fifteen or twenty
         years or the period (called  "installment refund period") consisting of
         the number of months  determined  by dividing the amount  applied under
         the option by the initial payment.  If, for example,  a Participant had
         $14,400 to apply under a life option with an installment refund period,
         and if the first monthly payment provided by that amount, as determined
         from the  applicable  annuity  conversion  rates,  would  be $100,  the
         minimum period would be 144 months ($14,400  divided by $100 per month)
         or 12 years. A variable life annuity with an installment  refund period
         guarantees  a minimum  number of  payments,  but not the  amount of any
         monthly payment or the amount of aggregate monthly payments.

         Under the Variable Life Annuity with Zero Years Certain, which provides
         monthly payments to the Participant during the Participant's  lifetime,
         it would be possible  for the  Participant  to receive only one Annuity
         Payment  if the  Participant  died  prior to the due date of the second
         payment  since  payment  is  made  only  during  the  lifetime  of  the
         Participant.

         Joint and Survivor  Variable Life Annuity with Monthly Payments Certain
         for Ten Years -- a Variable Annuity which provides monthly payments for
         a minimum period of ten years and thereafter during the joint lifetimes
         of that  participant  and the  joint  annuitant  named at the time this
         option is elected,  and continuing  after the death of either payee for
         the  amount  that would have been  payable to them  jointly  during the
         remaining  lifetime of the survivor.  In the event the  Participant and
         the joint  annuitant do not survive beyond the minimum ten year period,
         any remaining payments for the balance of such period will be paid to a
         designated  beneficiary unless the beneficiary requests in writing that
         the Commuted  Value of the remaining  payments be paid in a single sum.
         (Designated  beneficiaries  entitled to take the remaining  payments or
         the Commuted  Value thereof  rather than  continuing  monthly  payments
         should  consult  with  their  tax  advisor  to be  made  aware  of  the
         differences in tax treatment.)

         Joint and  Two-Thirds  Survivor  Variable  Life  Annuity  -- a Variable
         Annuity which provides  monthly  payments during the joint lives of the
         Participant  and the  person  designated  by the  Participant  as joint
         annuitant with two-thirds of the amount that would have been payable to
         them jointly continuing to the survivor upon the death of either.

         Variable Life Annuity with One-Half  Survivorship -- a Variable Annuity
         which provides monthly payments during the life of the Participant with
         one-half of the amount otherwise  payable  continuing to the contingent
         annuitant  designated  by the  Participant  so long  as the  contingent
         annuitant lives.

         Under the Joint and Two-Thirds Survivor Variable Life Annuity and under
         the  Variable  Life  Annuity with  One-Half  Survivorship,  it would be
         possible for the  Participant  and/or  contingent or joint annuitant to
         receive only one annuity  payment if both died prior to the due date of
         the second payment since payment is made only during their lifetimes.

         Other Options -- Other Variable  Annuity  options  permitted  under the
         applicable  Retirement Plan may be arranged by mutual  agreement of the
         Participant and the Company.

     3.  Basis of Annuity Conversion Rates

         Because  women as a class live longer than men, it has been common that
         retirement  annuities  of equal  cost for women and men of the same age
         will provide  women less  periodic  income at  retirement.  The Supreme
         Court of the United  States ruled in Arizona  Governing  Committee  vs.
         Norris that sex distinct  annuity  tables  under an  employer-sponsored
         benefit plan result in  discrimination  that is prohibited by Title VII
         of the Federal  Civil Rights Act of 1964.  The Court further rules that
         sex distinct  annuity  tables will be deemed  discriminatory  only when
         used with values  accumulated  from employer  contributions  made after
         August 1, 1983, the date of the ruling.

         Title VII applies only to employers with 15 or more employees. However,
         certain State Fair  Employment Laws and Equal Payment Laws may apply to
         employers with less than 15 employees.

         The Variable Annuity Contracts  described in this Prospectus offer both
         sex  distinct  and  (effective  August  1,  1983) sex  neutral  annuity
         conversion rates. The annuity rates are used to convert a Participant's
         pre-retirement   account  value  to  a  monthly   lifetime   income  at
         retirement.  Usage of either sex distinct or sex neutral  annuity rates
         will be determined by the Employer.

         For  each  form of  Variable  Annuity,  the  annuity  conversion  rates
         determine how much the first monthly  Annuity  Payment will be for each
         $1,000 of the Participant's  Investment Account Value applied to effect
         the  Variable  Annuity.  The  conversion  rates  vary  with the form of
         annuity, date of birth, and (unless sex neutral rates are used) the sex
         of the Participant and the joint or contingent  annuitant,  if any. The
         sex distinct  guaranteed annuity conversion rates are based upon (i) an
         interest  rate of 2.5% per annum and (ii)  mortality  according  to the
         "1983 Table A for Individual Annuity Valuation"  projected with Scale G
         to the year 2020,  females  set back six years in age.  The sex neutral
         rates are  determined  for all  Participants  in the same way as female
         rates, as described above. The guaranteed  annuity conversion rates may
         be changed,  but no change which would  provide  less  initial  monthly
         Annuity Payment will take effect for a current Participant.

         The Contract  provides  that an interest rate of not less than 2.5% per
         annum will  represent  the assumed  investment  return.  Currently  the
         assumed  investment  return used in determining the amount of the first
         monthly  payment  is 4%  per  annum.  This  rate  may be  increased  or
         decreased  by the Company in the future but in no event will it be less
         than 2.5% per annum.  If,  under the  Contract,  the actual  investment
         return (as measured by an Annuity Change Factor,  defined below) should
         always equal the assumed investment  return,  Variable Annuity Payments
         would remain  level.  If the actual  investment  return  should  always
         exceed the assumed investment  return,  Variable Annuity Payments would
         increase;  conversely,  if it should  always  be less than the  assumed
         investment return, Variable Annuity Payments would decrease.

         The  current  4%  assumed  investment  return is  higher  than the 2.5%
         interest rate reflected in the annuity  conversion  rates  contained in
         the Contract.  With a 4%  assumption,  Variable  Annuity  Payments will
         commence at a higher  level,  will  increase  less  rapidly when actual
         investment  return  exceeds 4%, and will  decrease  more  rapidly  when
         actual investment return is less than 4%, than would occur with a lower
         assumption.

     4.  Determining the Amount of the First Monthly Annuity Payment

         For each  Investment  Account  the  initial  amount of monthly  annuity
         income  provided  by each $1,000  applied to effect a Variable  Annuity
         shall be based on the option selected and the Investment Account Value,
         after  reduction  for any premium tax,  determined as of the end of the
         Valuation  Period one month before the Annuity  Commencement  Date. The
         initial  monthly  income payment will be determined on the basis of the
         annuity  conversion  rates  applicable on such date to such conversions
         under all contracts of this class issued by the Company.  However,  the
         basis for the annuity  conversion  rates will not produce  less initial
         monthly income than the annuity conversion rate basis described above.

     5.  Determining  the Amount of the Second and Subsequent  Monthly  Annuity
         Payments

         The second and  subsequent  monthly  Annuity  Payments will be computed
         separately  for each  Division  of  Separate  Account C selected by the
         Participant and will increase or decrease in response to the investment
         experience of the Mutual Fund  underlying  the Division.  The amount of
         each  payment  will be  determined  by  multiplying  the  amount of the
         monthly Annuity Payment due in the immediately preceding calendar month
         by the Annuity  Change Factor for the Division for the Contract for the
         calendar month in which the Annuity Payment is due.

         Each Annuity  Change Factor for a Division for a calendar  month is the
         quotient of (a) divided by (b), below:

         (a)  The number which  results from  dividing (i) the  Contract's  Unit
              Value  for  the  Division  for  the  first  Valuation  Date in the
              calendar month beginning one month before the given calendar month
              by (ii) the  Contract's  Unit Value for the Division for the first
              Valuation Date in the calendar  month  beginning two months before
              the given calendar month.

         (b)  An amount equal to one plus the  effective  interest  rate for the
              number  of days  between  the two  Valuation  Dates  specified  in
              subparagraph  (a) above at the interest  rate assumed to determine
              the initial payment of variable benefits to the Participant.

      6. Hypothetical Example of Calculation of Annuity Payments

         Assume that on the date one month before the Annuity  Commencement Date
         the Participant has an Investment  Account Value of $37,592.  Using the
         appropriate  annuity  conversion  factor  (assuming  $5.88  per  $1,000
         applied) the Investment  Account Value provides a first monthly Annuity
         Payment of $221.04. To determine the amount of the Participant's second
         monthly  payment  assume that the Unit Value as of the first  Valuation
         Date in the preceding  calendar month was $1.3712044 and the Unit Value
         as of the first Valuation Date in the second  preceding  calendar month
         was  $1.3273110.  The Annuity  Change  Factor is determined by dividing
         $1.3712044  by  $1.3273110,  which equals  1.0330694,  and dividing the
         result by an amount  corresponding to the amount of one increased by an
         assumed  investment  return of 4%  (which  for a thirty  day  period is
         1.0032288). 1.0330694 divided by 1.0032288 results in an Annuity Change
         Factor for the month of  1.0297446.  Applying this factor to the amount
         of Annuity  Payment for the previous month results in a current monthly
         payment of $227.61 ($221.04 multiplied by 1.0297446 equals $227.61).

C.   Payment on Death of Participant

     1.  Prior to Annuity Commencement Date

         If a  Participant  dies prior to the  Annuity  Commencement  Date,  the
         Company,  upon receipt of due proof of death,  will, in accordance with
         prior   instructions   from  the  Participant,   either  (i)  establish
         Investment  Accounts for the beneficiary to hold the Investment Account
         Values of the  Participant or (ii) if an Associated  Fixed Contract has
         been  issued,  cancel all  Investment  Account  units as of the date of
         receipt of proof of death and transfer the  Investment  Account  Values
         (determined  as of the end of the  Valuation  Period in which  proof of
         death was received) to the Associated  Fixed  Contract.  In lieu of the
         foregoing,  the Company may pay all or part of the  Investment  Account
         values  to the  beneficiary  in a  single  sum,  provided  that  if the
         Participant   had  elected  that  the  Investment   Account  Values  be
         transferred to an Associated Fixed Contract,  the beneficiary's written
         request for the payment  must be given  before the date the transfer is
         to be effective.

         A beneficiary  of a Participant  may elect to have all or a part of the
         amount  available  under any Associated  Fixed Contract  transferred to
         this Contract to establish  Investment  Accounts for the beneficiary or
         to have  all or a part of the  amount  available  under  this  Contract
         transferred  to any  Associated  Fixed  Contract.  If the  value of the
         Investment  Accounts is less than $3,500, the Company may at its option
         pay the  beneficiary  the value of such  accounts  in lieu of all other
         benefits. A spouse beneficiary may elect to have the Investment Account
         Values applied to provide  Annuity  Payments or paid in a single sum. A
         beneficiary  other  than  the  Participant's   spouse  must  receive  a
         distribution  of all  values  within  five  years of the  Participant's
         death.  An election to receive  Annuity  Payments must be made prior to
         the  single sum  payment to the  beneficiary.  Annuity  income  must be
         payable  as  lifetime  annuity  income  with  no  benefits  beyond  the
         beneficiary's life or life expectancy.  In addition,  the amount of the
         monthly  Annuity  Payments  must be at least $20, or the Company may at
         its option pay the beneficiary the value of the Investment  Accounts in
         lieu of all other  benefits.  The first Annuity Payment will be made on
         the first day of the calendar month  specified in the election,  but in
         no event  prior  to the date one  month  after  any  transfer  from any
         Associated  Fixed Contract is effective.  The amount to be applied will
         be  determined  as of one  month  prior to the date the  first  monthly
         payment is due. The  beneficiary  must be a natural  person in order to
         elect Annuity Payments.  The election must be by Written  Notification.
         The annuity  conversion rates applicable to a beneficiary  shall be the
         annuity   conversion   rates  the  Company   makes   available  to  all
         beneficiaries  under  contracts  of this class.  The  beneficiary  will
         receive a written description of the options available.

     2.  Subsequent to Annuity Commencement Date

         Upon the death of a Participant  receiving monthly Annuity Payments, no
         benefits will be available  except as may be provided under the form of
         annuity  selected.  If  provided  for under such form of  annuity,  the
         beneficiary will continue  receiving any remaining  payments unless the
         beneficiary  requests  in  writing  that  the  Commuted  Value  of  the
         remaining payments be paid in a single sum.

D.   Withdrawals and Transfers

     1.  Cash Withdrawals

         The  Contracts  are  designed  for  and  intended  to be  used  to fund
         Retirement Plans.  However,  subject to any Retirement Plan limitations
         or any reduction for vesting  provided for in the Retirement Plan as to
         amounts   available,   the  Participant  may  withdraw  cash  from  the
         Investment Accounts at any time prior to the Annuity  Commencement Date
         subject to any charges that may be applied.

         The procedure with respect to cash withdrawals is as follows:

         (a)  The Participant's  Investment Account Values will be determined at
              the end of the Valuation Period in which the withdrawal request is
              received  and will be paid to the  Participant  within  seven days
              thereafter.   The  Company   may  require   that  any  request  be
              accompanied by the certificate issued to the Participant.

         (b)  No  more  than  two  partial  cash  withdrawals  can be  made in a
              twelve-month period without the Company's express consent.

         (c)  The amount  available  may be subject to the  Contingent  Deferred
              Sales  Charge  and,  in the  case of a total  withdrawal,  will be
              subject to the Administration Charge.

         (d)  The amount  available is also subject to any  restriction  in the
              Participant's Retirement Plan.

         Any cash withdrawal made will result in the cancellation of a number of
         units in each Investment  Account of the Participant  from which values
         have been withdrawn.  The number of units cancelled from the Investment
         Account will be equal to the amount withdrawn divided by the Unit Value
         for its  Division of  Separate  Account C for the  Valuation  Period in
         which the  cancellation  is effective.  Units will also be cancelled to
         cover any charges assessed under (c) above.

     2.  Transfers to the Contract

         If an  Associated  Fixed  Contract has been issued by the Company,  and
         except as  otherwise  provided by the  applicable  Retirement  Plan,  a
         Participant may, by Written Notification,  transfer all or a portion of
         the  proceeds  available  under the  Associated  Fixed  Contract to the
         Investment Account(s) under the Contract at any time at least one month
         before  Annuity   Commencement  Date,  subject  to  the  terms  of  the
         Associated Fixed Contract.

     3.  Transfers Between Divisions

         Upon  Written  Notification,  all  or a  portion  of  the  value  of an
         Investment  Account in one Division may be transferred to an Investment
         Account in another Division available under the Contract. Transfers may
         be made at any time at least one month before the Annuity  Commencement
         Date.  However,  only two transfers from any Investment  Account may be
         made in a  twelve-month  period  without  the  express  consent  of the
         Company.

         A transfer will be effective as of the end of the  Valuation  Period in
         which the request is received.  Any amount  transferred  will result in
         the  cancellation  of units in the  Investment  Account  from which the
         transfer is made.  The number of units  cancelled  will be equal to the
         amount  transferred  from that account divided by the Unit Value of the
         Division for the  Valuation  Period in which the transfer is effective.
         The  transferred  amount will result in the  crediting  of units in the
         Investment  Account to which the transfer is made.  The number of units
         credited  will be  equal  to the  amount  transferred  to that  account
         divided by the Unit Value of the Division for the  Valuation  Period in
         which the transfer is effective.

     4.  Transfers to the Associated Fixed Contract

         Except as  otherwise  provided by the  applicable  Retirement  Plan,  a
         Participant  may by Written  Notification  transfer all or a portion of
         available Investment Account Values to the Associated Fixed Contract at
         any time at least one month  before  Annuity  Commencement  Date.  Such
         transfers  are subject to the same  provisions  regarding  frequency of
         transfer,  effective  date of  transfer  and  cancellation  of units as
         described above in "Transfers Between Divisions".

     5.  Special Situation Involving Alternate Funding Agents

         The Contracts are subject to  provisions of the  Retirement  Plan which
         allow  the  Investment  Account  Values  of  all  Participants  of  the
         Retirement Plan to be transferred to an Alternate Funding Agent with or
         without  the consent of the  Participants.  Transfers  to an  Alternate
         Funding Agent require Written  Notification  from the person or persons
         specified by the Retirement Plan.

         The amount to be transferred  will be equal to the  Investment  Account
         Values  determined as of the end of the  Valuation  Period in which the
         Written Notification is received.  Such transfers may be subject to the
         Contingent Deferred Sales Charge.

         Alternate  Funding  Agent  means  an  insurance  company  or  custodian
         designated by Written Notification and authorized to receive any amount
         or  amounts  transferred  from  the  Contract  as to a  Participant  or
         Participants  and to apply  such  amount or amounts  for the  exclusive
         benefit of the  Participant  or  Participants  under a retirement  plan
         which continues to meet the  requirements of the Internal Revenue Code,
         without  any  obligation  on the part of the  Company  in regard to the
         application.

     6.  Postponement of Cash Withdrawal or Transfer

         Any cash withdrawal or transfer to be made from the Contract or between
         Divisions in  accordance  with the  preceding  paragraphs  will be made
         within  seven  days  after  Written  Notification  for such  payment or
         transfer  is received  by the  Company.  However,  such  withdrawal  or
         transfer  may be  deferred  during any period  when the right to redeem
         Mutual Fund shares is suspended as permitted  under  provisions  of the
         Investment Company Act of 1940, as amended.  The right to redeem shares
         may be  suspended  during any period  when (a)  trading on the New York
         Stock  Exchange is  restricted  as  determined  by the  Securities  and
         Exchange  Commission or such Exchange is closed for other than weekends
         and holidays;  (b) an emergency exists, as determined by the Securities
         and  Exchange  Commission,  as a result  of which (i)  disposal  by the
         Mutual Fund of securities owned by it is not reasonably  practicable or
         (ii) it is not  reasonably  practicable  for the Mutual  Fund fairly to
         determine the value of its net assets;  or (c) the  Commission by order
         so permits for the protection of security holders.  If any deferment of
         transfer  or  withdrawal  is in effect  and has not been  cancelled  by
         Written Notification to the Company within the period of deferment, the
         amount to be  transferred  or withdrawn  shall be  determined as of the
         first Valuation Date following  expiration of the permitted  deferment,
         and transfer or withdrawal will be made within seven days thereafter.

E.   Other Contractual Provisions

     1.  Contribution Limits

         The Contract  prescribes no limits on the minimum  Contributions  which
         may be made on  behalf  of a  Participant.  Maximum  Contributions  are
         limited to amounts permitted by the Retirement Plan.

      2. Assignment

         No rights  available  or  benefits  payable  under the  Contract to any
         Participant,   beneficiary   or  contingent  or  joint   annuitant  are
         assignable,  transferable or subject to pledge, and all such rights and
         benefits  shall be exempt from the claims of  creditors  to the maximum
         extent permitted by law.

         A  Participant's   Investment   Account  Values  are   non-forfeitable;
         provided,  however, if the Retirement Plan specifically so provides,  a
         Participant's  Investment Account Values shall be reduced to the extent
         required by the vesting  provisions  of the  Retirement  Plan as of the
         date the Company receives  Written  Notification of the event requiring
         the reduction.

     3.  Cessation of Contributions

         A cessation of Contributions  with respect to all Participants  under a
         Retirement  Plan  shall  occur at the  election  of the  Employer  upon
         Written  Notification  to the  Company  or as of the  date on  which no
         Investment  Accounts  subject to the  Retirement  Plan remain under the
         Contract.  Following  a  cessation  of  Contributions  all terms of the
         Contract  will  continue to apply except that no further  Contributions
         may be made.

     4.  Limitation as to Participants

         If at any time Princor  Management  Corporation  is not the  investment
         manager of the Mutual Funds, the Company may give written notice to the
         Contractholder  that no  additional  persons  may be covered  under the
         Contract as Participants.

     5.  Substitution of Securities

         If  shares  of a Mutual  Fund  are not  available  at some  time in the
         future, or if in the judgment of the Company further investment in such
         shares  would  be no  longer  appropriate,  there  may  be  substituted
         therefor,  or  Contributions  received  after a date  specified  by the
         Company  may be applied to  purchase  (i) shares of another  registered
         open-end investment company or (ii) securities or other property as the
         Company should in its discretion select.

     6.  Changes in a Contract

         The terms of a Contract may be changed at any time by written agreement
         between the Company and the  Contractholder  without the consent of any
         Participant,  beneficiary,  or joint or contingent annuitant.  However,
         except as required by law or regulation,  no such change shall apply to
         Variable  Annuities  which were in the  course of payment  prior to the
         effective date of the change.  If the  Contractholder is the trustee of
         the  trust   established   to  hold  a  Contract  for  the  benefit  of
         participating  units, the Contractholder may be limited in its exercise
         of this amendment  right. A majority of the  participating  units which
         are  Employers  under the  Contract  may have to agree to the  proposed
         change in the Contract  before the change can be made. The Company will
         notify any Participant affected by any change under this paragraph.

         The Company may  unilaterally  change the Contract at any time in order
         to  meet  the  requirements  of any  law or  regulation  issued  by any
         governmental agency to which the Company is subject.  In addition,  the
         Company  may,  on 60  days  prior  notice  to the  Contractholder,  the
         Employer,  and each  Participant,  unilaterally  change  the  basis for
         determining  Investment  Account Values,  the Net Investment Factor and
         the Annuity Change Factor; the guaranteed annuity conversion rates; and
         the provisions with respect to transfers to or from an Associated Fixed
         Contract or between  Divisions.  However,  no change in the  guaranteed
         annuity  conversion  rates will take  effect for a current  Participant
         which  would  reduce the amount of the  Participant's  minimum  initial
         monthly payment.

         Furthermore,  the Company may, on 60 days notice to the Contractholder,
         the Employer and each Participant affected by the change,  unilaterally
         change the mortality and expense risks charge.  However,  such a change
         can only be made after the Contract has been in effect for at least one
         year and  provided  that (a) the charge  shall in no event exceed 2.00%
         within the period of five years from the issuance of the Contract,  (b)
         the charge  shall not be changed more  frequently  than once in any one
         year period and (c) no change  shall apply to  annuities  which were in
         the  course  of  payment  prior to the  effective  date of the  change.
         Finally,  the  Company  reserves  the right to limit or refuse  further
         Contributions   under  the   Contract   upon  60  days  notice  to  the
         Contractholder, the Employer, and each Participant.

     7.  Statement of Values

         The Company  will furnish  each  Participant  at least once during each
         year  a  statement   showing  the  number  of  units  credited  to  the
         Participant's Investment Accounts, Unit Values for the accounts and the
         resulting Investment Account Values.

     8.  Voting Rights

         Each  Contractholder  has one  vote in the  election  of the  Board  of
         Directors at annual meetings and upon other corporate matters,  if any,
         where  a  policyowner's  vote  is  taken.  An  individual   Participant
         (certificate-holder) does not have a vote.

DISTRIBUTION OF THESE CONTRACTS

   
     These  Contracts,  which are no longer  offered,  were  sold  primarily  by
persons who were  insurance  agents of or brokers for the Company  authorized by
applicable  law to sell life and other forms of personal  insurance and variable
annuities. In addition, these persons were usually registered representatives of
Princor  Financial  Services  Corporation,  A Member of The Principal  Financial
Group,  Des  Moines,  Iowa,  a  broker-dealer  registered  under the  Securities
Exchange  Act of 1934 and a member of the  National  Association  of  Securities
Dealers,  Inc. Princor Financial Services  Corporation received from the Company
an  overwriting  and  expense  fee of 1% of  Contributions  received  under  the
Contracts.  These Contracts were also sold through other selected broker-dealers
registered under the Securities Exchange Act of 1934. Princor Financial Services
Corporation  is the  principal  underwriter  for various  registered  investment
companies organized by the Company.  Princor Financial Services Corporation is a
wholly-owned  subsidiary of Principal  Financial Group, Inc. Principal Financial
Group, Inc. is a holding company and a wholly-owned subsidiary of the Company.
    

FEDERAL TAX STATUS

     Investment gains of the Mutual Funds credited to Separate Account C are not
taxable to a Participant until received in the form of a cash withdrawal from an
Investment Account or in the form of Variable Annuity Payments. Cash withdrawals
will  generally  be taxed as ordinary  income in the year  received,  but may be
eligible for the income averaging  provisions of the Internal Revenue Code. Each
Variable  Annuity  Payment will be taxed as ordinary  income in accordance  with
Section  72 of  the  Internal  Revenue  Code.  As a  general  rule,  however,  a
Participant  receiving  Variable Annuity Payments at the time of retirement will
be in a lower  income tax bracket due to reduced  income and larger  exemptions.
Adjustments  in the tax  base are  allowed  where a  portion  of the cost of the
benefit being  distributed has been paid for by the Participant out of funds not
excludable from the Participant's gross income tax in the year made, rather than
having been paid for by the Employer out of funds that were  excludable from the
Participant's gross income tax in the year made.

     The  Self-Employed  Individuals  Tax  Retirement  Act of 1962,  as amended,
allows   self-employed   individuals   to   establish   qualified   pension  and
profit-sharing  plans and  annuity  plans.  The  employees  of such  persons are
treated as described for employees under a qualified pension plan.

     The Tax Reform Act of 1986 made certain  distributions from qualified plans
subject to special tax treatment.  As a general rule, if a taxpayer  receives an
early plan  distribution,  a 10% tax will be assessed  against the  distribution
unless it is in the form of a life  annuity.  Early plan  distributions  are any
plan distributions prior to age 59 1/2 unless the distribution was on account of
death, disability or separation from service after age 55.

     The Tax Reform Act also requires  distributions  for all plan  Participants
(with limited exceptions) to begin by April 1 of the calendar year following the
year the  Participant  turns 70 1/2.  The sanction for failure to make a minimum
required  distribution  is a 50%  nondeductible  excise tax on the amount  which
should have been distributed. This tax is imposed on the Participant.

     Another  excise tax of 15% is imposed on  distributions  from the plan that
are greater than $150,000 per year. If a lump sum  distribution is made, the tax
is imposed on amounts greater than $750,000.

     Special tax  treatment,  including  special  income  averaging  and limited
capital gains treatment may be available to  Participants  who receive all their
benefits in a single calendar year, if the distribution is made after age 59 1/2
or because of termination of employment, death, or disability. The tax treatment
available depends on the Participant's  age, years of plan participation and the
year the distribution is made.

     It should be recognized  that the  descriptions  of the federal  income tax
status of amounts  received  under the Contracts are not  exhaustive  and do not
purport to cover all situations.

     A qualified tax advisor should be consulted for complete information.  (For
the federal tax status of the Company  and  Separate  Account C, see  "Principal
Mutual Life Insurance Company Separate Account C")

STATE REGULATION

     The Company is subject to the laws of the State of Iowa governing insurance
companies and to regulation by the Insurance Department of the State of Iowa. An
annual  statement  in a  prescribed  form  must be filed by March 1 in each year
covering the  operations of the Company for the preceding year and its financial
condition  on  December  31st of such year.  Its books and assets are subject to
review or examination by the  Commissioner  of Insurance of the State of Iowa or
his  representatives  at all times,  and a full examination of its operations is
conducted  periodically by the National Association of Insurance  Commissioners.
Iowa laws and regulations also prescribe permissible investments,  but this does
not involve supervision of the investment management or policy of the Company.

     In addition,  the Company is subject to the insurance laws and  regulations
of other states and jurisdictions in which it is licensed to operate. Generally,
the insurance  departments of these states and  jurisdictions  apply the laws of
the state of domicile in determining the field of permissible investments.

LEGAL OPINIONS

     Legal matters applicable to the issue and sale of the Contracts,  including
the right of the Company to issue  Contracts under Iowa Insurance Law, have been
passed upon by Gregg R. Narber, Senior Vice President and General Counsel.

LEGAL PROCEEDINGS

     There are no legal  proceedings  pending to which  Separate  Account C is a
party or which would materially affect Separate Account C.

REGISTRATION STATEMENT

     This  Prospectus  omits some  information  contained  in the  Statement  of
Additional  Information (or Part B of the Registration  Statement) and Part C of
the  Registration  Statement which the Company has filed with the Securities and
Exchange  Commission.   The  Statement  of  Additional   Information  is  hereby
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional  Information can be obtained upon request, free of charge, by writing
or telephoning Princor Financial Services Corporation.  You may obtain a copy of
Part C of the  Registration  Statement  filed with the  Securities  and Exchange
Commission,  Washington, D.C. from the Commission upon payment of the prescribed
fees.

OTHER VARIABLE ANNUITY CONTRACTS

     The  Company   currently  offers  other  Variable  Annuity  Contracts  that
participate in Separate Account C. In the future, additional group or individual
variable annuity  contracts may be designated by the Company as participating in
Separate  Account C. All such contracts will initially meet the  requirements of
Section 401 or 403(a) of the Internal Revenue Code.

   
INDEPENDENT AUDITORS
    

     The  financial  statements  of  Principal  Mutual  Life  Insurance  Company
Separate  Account  C and  Principal  Mutual  Life  Insurance  Company  which are
included in the Statement of Additional Information have been audited by Ernst &
Young LLP,  independent  auditors,  for the periods  indicated in their  reports
thereon which appear in the Statement of Additional Information.

FINANCIAL STATEMENTS

     The  financial  statements  of the  Company  which  are  included  in  this
Prospectus should be considered only as bearing on the ability of the Company to
meet its obligations under the Policy.  They should not be considered as bearing
on the investment performance of the assets held in the Separate Account.

APPENDIX 1

     Premium taxes applicable to Contracts described in this Prospectus:

         Alabama                                          1.00%
         California                                       0.50
         District of Columbia                             2.25
         Kentucky                                         2.00
         West Virginia                                    1.00
         All other states                                 ----

APPENDIX 2

     Set forth  below is an example  of the  manner in which the  Administration
Charge is computed.

     The  Administration  Charge has two components -- a fixed charge of $25 and
the  Participant's  proportionate  share of an amount equal to 0.5% of the first
$50,000  of the  value of all  Investment  Accounts  under the  Contract  of all
Participants under the Retirement Plan. The Participant's proportionate share of
the charge is determined  by  multiplying  the total value of the  Participant's
Investment  Accounts by a percentage the numerator of which is 0.5% of the first
$50,000  of  the  Investment  Account  Values  of  all  Participants  under  the
Retirement  Plan and the  denominator  of which is all such  Investment  Account
Values.  Assume that the total value of a Participant's  Investment  Accounts is
$40,000 and that the  Investment  Account  Values of all Accounts,  $40,000,  is
multiplied  by a percentage  the numerator of which is $250 (0.5% x $50,000) and
the denominator of which is $200,000,  or 0.125%. The  Administration  Charge to
which the Participant is subject is $75, $25 plus $50 (0.125% x $40,000).

CONTRACTHOLDERS' INQUIRIES

   
     Contractholders' inquiries should be directed to Princor Financial Services
Corporation,  A Member  of The  Principal  Financial  Group,  Des  Moines,  Iowa
50392-0200,   (515)  247-5711.   Separate   Account  C  is  subject  to  certain
informational  requirements  of  the  Securities  Exchange  Act of  1934  and in
accordance  therewith files reports with the Securities and Exchange Commission.
Reports  filed by Separate  Account C with the  Commission  can be inspected and
copied at the public reference facilities  maintained by the Commission at 450 -
5th Street, N. W., Washington,  D.C. Copies of such reports can be obtained from
the  Public  Reference  Section of the  Commission,  Washington,  D.C.  20549 at
prescribed rates.  
    

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

     The table of  contents  for the  Statement  of  Additional  Information  is
provided below.

                                TABLE OF CONTENTS

                                                                    Page
General Information and History    ................................   3
Independent Auditors    ...........................................   3
Underwriting Commissions    .......................................   3
Calculation of Yield and Total Return    ..........................   3
Financial Statements:
     Principal Mutual Life Insurance Company Separate Account C       4
              Report of Independent Auditors    ...................  10
     Principal Mutual Life Insurance Company    ...................  11
Report of Independent Auditors    .................................  33


To obtain a copy of the  Statement of  Additional  Information,  free of charge,
write or telephone:

                     Princor Financial Services Corporation
                    A Member of The Principal Financial Group
                           Des Moines, Iowa 50392-0200
                            Telephone: 1-800-247-4123

<PAGE>

                                     PART B

           PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT C

               PENSION BUILDER - GROUP VARIABLE ANNUITY CONTRACTS

                ISSUED BY PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                       Statement of Additional Information

   
                                dated May 1, 1996


     This  Statement  of  Additional   Information  provides  information  about
Principal  Mutual Life Insurance  Company  Separate  Account C Pension Builder -
Group Variable Annuity Contracts (the "Contract" or the "Contracts") in addition
to the information that is contained in the Contract's Prospectus,  dated May 1,
1996.
    

     This Statement of Additional Information is not a prospectus.  It should be
read in conjunction with the Prospectus, a copy of which can be obtained free of
charge by writing or telephoning:



                     Princor Financial Services Corporation
                                   A Member of
                          The Principal Financial Group
                           Des Moines Iowa 50392-0200
                            Telephone: 1-800-247-4123

<PAGE>

                                TABLE OF CONTENTS



   
General Information and History....................................   3
Independent Auditors   ............................................   3
Underwriting Commissions...........................................   3
Calculation of Yield and Total Return..............................   3
Financial Statements
     Principal Mutual Life Insurance Company Separate Account C....   4
         Report of Independent Auditors............................  10
     Principal Mutual Life Insurance Company.......................  11
         Report of Independent Auditors............................  33
    


GENERAL INFORMATION AND HISTORY

Principal  Mutual Life  Insurance  Company was  formerly  known as Bankers  Life
Company.  The  Company's  name was changed to  Principal  Mutual Life  Insurance
Company effective July 1, 1986.

   
INDEPENDENT AUDITORS
    

Ernst & Young LLP, Des Moines, Iowa, serve as independent auditors for Principal
Mutual Life  Insurance  Company  Separate  Account C and  Principal  Mutual Life
Insurance Company and perform audit and accounting services for Separate Account
C and The Company.

UNDERWRITING COMMISSIONS

Aggregate  dollar  amount of  underwriting  commissions  paid to and retained by
Princor Financial Services Corporation:

   
        Year                Paid To                      Retained by
        ----               ----------                    -----------      
        1995               $17,336.43                      $6,431.18
        1994               $79,118.96                     $16,968.36
        1993               $98,839.03                     $21,771.32
    

 
CALCULATION OF YIELD AND TOTAL RETURN

   
From time to time the Account advertises its Money Market Division's "yield" and
"effective  yield." Both yield figures are based on historical  earnings and are
not intended to indicate future performance.  The "yield" of the division refers
to the income generated by an investment in the division over a seven-day period
(which  period  will  be  stated  in the  advertisement).  This  income  is then
"annualized."  That is, the amount of income generated by the investment  during
that week is  assumed  to be  generated  each week over a 52-week  period and is
shown as a percentage of the  investment.  The  "effective  yield" is calculated
similarly  but,  when  annualized,  the income  earned by an  investment  in the
division is assumed to be  reinvested.  The  "effective  yield" will be slightly
higher  than the  "yield"  because  of the  compounding  effect of this  assumed
reinvestment. Neither yield quotation reflects sales load deducted from purchase
payments which, if included, would reduce the "yield" and "effective yield." For
the period ending December 31, 1995, the 7-day  annualized and effective  yields
were 3.64% and 3.70%, respectively.

From time to time, the Separate  Account will advertise the average annual total
return of its various divisions.  The average annual total return for any of the
divisions  is computed by  calculating  the average  annual  compounded  rate of
return over the stated period that would equate an initial $1,000  investment to
the ending  redeemable  contract value. In this  calculation the ending value is
reduced by a contingent  deferred sales charge that decreases from 7% to 0% over
a period of 10 years.  The  average  annual  total  returns of the Common  Stock
Division for the one-year,  five-year and ten-year  periods ending  December 31,
1995 were 20.63%,  13.78%,  and 10.31%,  respectively.  The average annual total
return of the  Government  Securities  Division for the  one-year and  five-year
periods  ending  December 31, 1995 and for the period  beginning  April 14, 1987
(inception  of Division)  and ending  December 31, 1995 were,  8.88%,  6.55% and
7.54%,  respectively.  The  Separate  Account may also  advertise  total  return
figures of its Divisions for a specified  period that does not take into account
the sales charge in order to illustrate the change in the Division's  unit value
over time. See  "Deductions  Under the Contracts" for a discussion of contingent
deferred sales charges.
    
<PAGE>
   
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account C

                             Statement of Net Assets

                                December 31, 1995






Assets
Investments (Note 1):
   Common Stock Division:
     Principal Capital Accumulation Fund, Inc. - 146,582 shares at net asset value of
<S>                                                                                          <C>       
       $27.80 per share (cost - $3,431,031)                                                  $4,074,988
   Government Securities Division:
     Principal Government Securities Fund, Inc. - 79,117 shares at net asset value of
       $10.55 per share (cost - $809,151)                                                       834,687
   Money Market Division:
     Principal Money Market Fund, Inc. - 993,483 shares at net asset value (cost) of
       $1.00 per share                                                                          993,483
                                                                                        ==================
Net assets                                                                                   $5,903,158
</TABLE>
<TABLE>
<CAPTION>
                                                                                        ==================

                                                                                Unit
                                                                 Units         Value
                                                            ----------------------------
                                                            ----------------------------
Net assets are represented by:
   Common Stock Division:
     Currently payable annuity contracts:
<S>                                                                 <C>        <C>          <C>        
       Bankers Flexible Annuity                                     11,970     $16.73       $   200,283
       Pension Builder Plus                                          4,658       3.41            15,880
     Contracts in accumulation period:
       Bankers Flexible Annuity                                     88,735      16.73         1,484,660
       Pension Builder Plus                                        696,310       3.41         2,374,165
                                                                                        ------------------
                                                                                        ------------------
                                                                                              4,074,988
   Government Securities Division:
     Contracts in accumulation period - Pension Builder
       Plus                                                        453,405       1.84           834,687

   Money Market Division:
     Contracts in accumulation period - Pension Builder
       Plus                                                        563,649       1.76           993,483
                                                                                        ==================
Net assets                                                                                   $5,903,158
                                                                                        ==================



See accompanying notes.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                         Principal Mutual Life Insurance
                           Company Separate Account C

                             Statement of Operations

                          Year ended December 31, 1995




                                                                     Common       Government        Money
                                                                     Stock        Securities        Market
                                                     Combined       Division       Division        Division
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Investment income
Income:
<S>                                                 <C>          <C>               <C>              <C>    
   Dividends (Note 1)                               $   239,554  $     86,599      $  64,710        $88,245
   Capital gains distributions                          437,283       437,283              -              -
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
                                                        676,837       523,882         64,710         88,245

Expenses (Note 2):
   Mortality and expense risks                          129,071        81,313         23,831         23,927
   Administration charges                                26,151        17,915          3,942          4,294
   Contingent sales charges                               2,714         1,215            276          1,223
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
                                                        157,936       100,443         28,049         29,444
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Net investment income                                   518,901       423,439         36,661         58,801

Realized and unrealized gains (losses) on
   investments (Note 4)
Net realized gains (losses) on investments              566,777       619,160        (52,383)             -
Change in net unrealized appreciation/
   depreciation of investments                          955,515       665,019        290,496              -
                                                  -------------------------------------------------------------
                                                  =============================================================
Net increase in net assets resulting from
   operations                                        $2,041,193    $1,707,618       $274,774        $58,801
                                                  =============================================================



See accompanying notes.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                         Principal Mutual Life Insurance
                           Company Separate Account C

                       Statements of Changes in Net Assets

                     Years ended December 31, 1995 and 1994




                                                                     Common       Government        Money
                                                                     Stock        Securities        Market
                                                     Combined       Division       Division        Division
                                                  -------------------------------------------------------------
                                                                                              
<S>                                                <C>            <C>             <C>             <C>       
Net assets at January 1, 1994                      $21,703,996    $14,721,884     $4,173,176      $2,808,936

Increase (decrease) in net assets
Operations:
   Net investment income                               595,116        414,809        126,297          54,010
   Net realized gains (losses) on investments           84,364        133,140        (48,776)              -
   Change in net unrealized appreciation/
     depreciation of investments                    (1,044,355)      (685,613)      (358,742)              -
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                    (364,875)      (137,664)      (281,221)         54,010
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes       4,965,171      2,906,809      1,131,004         927,358
   Contract terminations                            (3,146,785)    (2,313,443)      (563,441)       (269,901)
   Transfer payments to other contracts             (6,921,308)    (4,103,994)    (1,757,872)     (1,059,442)
   Annuity payments                                    (21,562)       (21,562)             -               -
   Mortality guarantee transfer                         11,692         11,692              -               -
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Decrease in net assets from principal               (5,112,792)    (3,520,498)    (1,190,309)       (401,985)
   transactions
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Total decrease                                      (5,477,667)    (3,658,162)    (1,471,530)       (347,975)
                                                  -------------------------------------------------------------
Net assets at December 31, 1994                     16,226,329     11,063,722      2,701,646       2,460,961

Increase (decrease) in net assets
Operations:
   Net investment income                               518,901        423,439         36,661          58,801
   Net realized gains (losses) on investments          566,777        619,160        (52,383)              -
   Change in net unrealized appreciation/
     depreciation of investments                       955,515        665,019        290,496               -
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Net increase in net assets resulting from            2,041,193      1,707,618        274,774          58,801
   operations
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes       3,592,629      1,872,882        801,970         917,777
   Contract terminations                            (5,907,945)    (4,319,096)      (800,094)       (788,755)
   Transfer payments to other contracts            (10,028,790)    (6,229,880)    (2,143,609)     (1,655,301)
   Annuity payments                                    (20,258)       (20,258)             -               -
                                                  -------------------------------------------------------------
Decrease in net assets from principal              (12,364,364)    (8,696,352)    (2,141,733)     (1,526,279)
   transactions
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Total decrease                                     (10,323,171)    (6,988,734)    (1,866,959)     (1,467,478)
                                                  -------------------------------------------------------------
                                                  =============================================================
Net assets at December 31, 1995                   $  5,903,158   $  4,074,988    $   834,687     $   993,483
                                                  =============================================================

See accompanying notes.
</TABLE>


<PAGE>


                         Principal Mutual Life Insurance
                           Company Separate Account C

                          Notes to Financial Statements

                                December 31, 1995



1.  Investment and Accounting Policies

Principal  Mutual Life  Insurance  Company  Separate  Account C was organized by
Principal Mutual Life Insurance  Company  (Principal  Mutual) in accordance with
the provisions of the Iowa Insurance Laws and is a part of the total  operations
of  Principal  Mutual.  The assets and  liabilities  of  Separate  Account C are
clearly  identified and  distinguished  from the other assets and liabilities of
Principal  Mutual,  with the remaining  aggregate value of units registered with
the Securities and Exchange Commission under the current registration  statement
(but not the authorized  number of units) limited to $11.1 million.  As directed
by  eligible  contractholders,  Separate  Account C invests  solely in shares of
Principal Capital Accumulation Fund, Inc., Principal Government Securities Fund,
Inc. and Principal  Money Market Fund,  Inc.,  diversified  open-end  management
investment  companies  organized by Principal Mutual.  Investments are stated at
the closing net asset values per share on December 31, 1995.

The  average  cost  method is used to  determine  realized  gains and  losses on
investments.  Dividends  are taken  into  income on an  accrual  basis as of the
ex-dividend date.

After September 30, 1995, Principal Mutual no longer accepted  contributions for
Pension  Builder  Plus  contracts.  Contractholders  were  given the  options of
withdrawing  their funds or transferring to another  contract.  Contingent sales
charges  were  waived for  contracts  transferred  prior to November  30,  1995.
Contributions   for  Bankers   Flexible   Annuity   contracts  were   previously
discontinued.


2.  Expenses

Principal Mutual is compensated for the following expenses:

   Bankers Flexible  Annuity  Contracts - Mortality and expense risks assumed by
   Principal Mutual are compensated for by a charge equivalent to an annual rate
   of 0.48% of the asset value of each contract. An annual administration charge
   of $7  for  each  participant's  account  is  deducted  as  compensation  for
   administrative   expenses.   The   mortality  and  expense  risk  and  annual
   administration charges amounted to $9,346 and $224, respectively,  during the
   year 1995.  A sales charge of up to 7% was  deducted  from each  contribution
   made on behalf of each  participant.  The sales charge was deducted  from the
   contributions by Principal Mutual prior to their transfer to Separate Account
   C.



<PAGE>


                         Principal Mutual Life Insurance
                           Company Separate Account C

                    Notes to Financial Statements (continued)




2.  Expenses (continued)

   Pension  Builder  Plus  Contracts - Mortality  and expense  risks  assumed by
   Principal Mutual are compensated for by a charge equivalent to an annual rate
   of 1.4965% of the asset value of each contract.  A contingent sales charge of
   up to 7% may be deducted from withdrawals made during the first 10 years of a
   contract,  except for death or permanent disability. An annual administration
   charge  will be deducted  ranging  from a minimum of $25 to a maximum of $275
   depending upon a  participant's  investment  account values and the number of
   participants  under  the  retirement  plan and their  participant  investment
   account value. The charges for mortality and expense risks,  contingent sales
   and  annual  administration  amounted  to  $119,725,   $2,714,  and  $25,927,
   respectively, during the year 1995.


3.  Federal Income Taxes

Operations  of  Separate  Account C are a part of the  operations  of  Principal
Mutual.  Under  current  practice,  no federal  income  taxes are  allocated  by
Principal  Mutual to the operations of Principal  Mutual Life Insurance  Company
Separate Account C.


4.  Purchases and Sales of Investment Securities

<TABLE>
<CAPTION>
The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:

                                                          For the year ended December 31, 1995
                                            ------------------------------------------------------------------
                                            Units Purchased Amount Purchased Units Redeemed  Amount Redeemed
                                            ------------------------------------------------------------------
                                            ------------------------------------------------------------------
   Common Stock Division:
<S>                                                <C>          <C>               <C>           <C>          
     Bankers Flexible Annuity                            -      $   167,512          31,593     $     441,825
     Pension Builder Plus                          650,439        2,229,252       3,524,489        10,227,852
                                            ------------------------------------------------------------------
                                            ------------------------------------------------------------------
                                                   650,439        2,396,764       3,556,082        10,669,677

   Government Securities Division:
     Pension Builder Plus                          494,421          866,680       1,762,773         2,971,752

   Money Market Division:
     Pension Builder Plus                          535,936        1,006,023       1,424,097         2,473,501
                                            ------------------------------------------------------------------
                                            ==================================================================
                                                 1,680,796       $4,269,467       6,742,952       $16,114,930
                                            ==================================================================
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                         Principal Mutual Life Insurance
                           Company Separate Account C

                    Notes to Financial Statements (continued)




4.  Purchases and Sales of Investment Securities (continued)

                                                          For the year ended December 31, 1994
                                            ------------------------------------------------------------------
                                            Units Purchased Amount Purchased Units Redeemed  Amount Redeemed
                                            ------------------------------------------------------------------
                                            ------------------------------------------------------------------
   Common Stock Division:
<S>                                              <C>            <C>             <C>            <C>          
     Bankers Flexible Annuity                          917      $   105,888        21,976      $     287,677
     Pension Builder Plus                        1,103,649        3,461,092     2,346,403          6,384,992
                                            ------------------------------------------------------------------
                                            ------------------------------------------------------------------
                                                 1,104,566        3,566,980     2,368,379          6,672,669

   Government Securities Division:
     Pension Builder Plus                          694,572        1,331,843     1,473,324          2,395,855

   Money Market Division:
     Pension Builder Plus                          554,953        1,032,529       796,873          1,380,504
                                            ------------------------------------------------------------------
                                            ==================================================================
                                                 2,354,091       $5,931,352     4,638,576        $10,449,028
                                            ==================================================================
</TABLE>

Purchases include reinvested dividends and capital gains.

Money Market purchases include transactions where investment allocations are not
known at the time of the deposit.  Redemptions reflect subsequent allocations to
directed investment divisions.


5.  Net Assets

<TABLE>
<CAPTION>
Net assets at December 31, 1995 consisted of the following:

                                                                                          Net Unrealized
                                                                         Accumulated       Appreciation
                                                           Unit         Net Investment    of Investments
                                          Combined     Transactions         Income
                                       -------------------------------------------------------------------
                                       -------------------------------------------------------------------
   Common Stock Division:
<S>                                      <C>             <C>             <C>                 <C>     
     Bankers Flexible Annuity            $1,684,943      $   295,274     $   969,242         $420,427
     Pension Builder Plus                 2,390,045        1,824,492         342,023          223,530
                                       -------------------------------------------------------------------
                                       -------------------------------------------------------------------
                                          4,074,988        2,119,766       1,311,265          643,957
   Government Securities Division:
     Pension Builder Plus                   834,687          723,461          85,690           25,536
   Money Market Division:
     Pension Builder Plus                   993,483          927,106          66,377                -
                                       -------------------------------------------------------------------
                                       ===================================================================
                                         $5,903,158       $3,770,333      $1,463,332         $669,493
                                       ===================================================================
</TABLE>

<PAGE>

                         Report of Independent Auditors


Board of Directors and Participants
Principal Mutual Life Insurance Company


We have audited the  accompanying  statement  of net assets of Principal  Mutual
Life Insurance Company Separate Account C (comprising,  respectively, the Common
Stock,  Government  Securities,  and Money Market  Divisions) as of December 31,
1995,  and the related  statements  of operations  for the year then ended,  and
changes in net assets for each of the two years in the period then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by correspondence with
the transfer agent. An audit also includes  assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company  Separate  Account  C at  December  31,  1995,  and the  results  of its
operations  for the year then ended,  and the changes in its net assets for each
of the two years in the period then ended, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

February 7, 1996
<PAGE>


                     Principal Mutual Life Insurance Company

                        Statements of Financial Position




                                                       December 31
                                                    1995         1994
                                                ---------------------------
                                                       (In Millions)

Assets
Bonds                                              $21,798      $20,626
Preferred stocks                                        93           69
Common stocks                                        1,330          914
Investment in subsidiaries                             546          501
Commercial mortgage loans                            9,794        8,901
Residential mortgage loans                             234          287
Investment real estate                               1,313        1,155
Properties held for Company use                        204          159
Policy loans                                           711          683
Cash and short-term investments                        913          485
Accrued investment income                              467          468
Separate account assets                             12,957        9,197
Other assets                                           908          672
                                                ---------------------------
Total assets                                       $51,268      $44,117
                                                ===========================
                                             
Liabilities
Insurance reserves                                $  6,297     $  6,007
Annuity reserves                                    25,770       24,311
Reserves for policy dividends                          578          583
Other policy liabilities                               748          618
Investment valuation reserves                        1,041          792
Tax liabilities                                        241          189
Separate account liabilities                        12,891        9,099
Other liabilities                                    1,494          591
                                                ---------------------------
Total liabilities                                   49,060       42,190

Surplus
Surplus notes                                          298          298
Unassigned and other surplus funds                   1,910        1,629
                                                ---------------------------
Total surplus                                        2,208        1,927
                                                ---------------------------
                                                
Total liabilities and surplus                      $51,268      $44,117
                                                ===========================



See accompanying notes.



<PAGE>


<TABLE>
<CAPTION>
                     Principal Mutual Life Insurance Company

                      Statements of Operations and Surplus




                                                                         Year ended December 31
                                                                    1995           1994          1993
                                                                ------------------------------------------
                                                                              (In Millions)
Income
<S>                                                                <C>           <C>           <C>     
Premiums and annuity and other considerations                      $11,940       $10,718       $  9,983
Net income from investments                                          2,651         2,520          2,369
Other income                                                            25           505             18
                                                                ------------------------------------------
Total income                                                        14,616        13,743         12,370

Benefits and expenses
Benefit payments other than dividends                                9,268         8,211          6,729
Dividends to policyowners                                              309           317            410
Additions to policyowner reserves                                    3,439         3,756          3,890
Insurance expenses and taxes                                         1,199         1,145          1,029
                                                                ------------------------------------------
Total benefits and expenses                                         14,215        13,429         12,058
                                                                ------------------------------------------

Income before federal income taxes and realized capital gains
   (losses)                                                            401           314            312

Federal income taxes                                                   140           130             48
                                                                ------------------------------------------
                                                                
Net gain from operations before realized capital gains (losses)
                                                                       261           184            264

Realized capital gains (losses)                                          2           (32)           (52)
                                                                ------------------------------------------
Net income                                                       $     263     $     152      $     212
                                                                ==========================================
                                                               
Surplus
Surplus at beginning of year                                      $  1,927      $  1,641       $  1,440
Net income                                                             263           152            212
Issuance of surplus notes                                                -           298              -
Increase in investment valuation reserves                             (249)         (131)           (43)
Increase in non-admitted assets and related items                      (45)          (51)           (59)
Net unrealized capital gains                                           326            47             57
Adjustment for prior years' federal income taxes                         -           (63)             -
Net policyowner reserve adjustments                                      1            31             18
Other adjustments - net                                                (15)            3             16
                                                                ------------------------------------------
Surplus at end of year                                            $  2,208      $  1,927       $  1,641
                                                                ==========================================

See accompanying notes.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                     Principal Mutual Life Insurance Company

                            Statements of Cash Flows



                                                                               Year ended December 31
                                                                          1995          1994          1993
                                                                      ------------------------------------------
                                                                                     (In Millions)
CASH PROVIDED
Proceeds from operating activities
<S>                                                                       <C>           <C>          <C>     
   Premiums and annuity and other considerations received                 $11,923       $10,711      $  9,967
   Net investment income received                                           2,723         2,509         2,421
   Benefit payments other than dividends                                   (9,277)       (8,186)       (6,700)
   Dividends paid to policyowners                                            (317)         (293)         (396)
   Insurance expenses and taxes paid                                       (1,198)       (1,159)       (1,007)
   Federal income taxes paid                                                 (125)          (67)         (119)
   Transfers for separate account operations                               (1,549)       (1,396)       (1,120)
   Other                                                                       (3)            7            (5)
                                                                      ------------------------------------------
   Net cash provided from operations                                        2,177         2,126         3,041

Proceeds from investments sold, matured or repaid
   Bonds and stocks                                                        12,028        10,951        20,072
   Mortgage loans                                                           1,276         2,043         6,852
   Real estate and other invested assets                                       70           168            37
   Tax on capital gains                                                       (22)          (25)          (29)
                                                                      ------------------------------------------
   Total cash provided from investments                                    13,352        13,137        26,932

Issuance of surplus notes                                                       -           298             -
Other cash provided                                                           793             -            85
                                                                      ------------------------------------------
Total cash provided                                                        16,322        15,561        30,058

CASH APPLIED
Cost of investments acquired
   Bonds and stocks acquired                                              (13,234)      (13,709)      (22,434)
   Mortgage loans acquired or originated                                   (2,265)       (1,611)       (7,253)
   Real estate and other invested assets acquired                            (195)          (91)         (132)
                                                                      ------------------------------------------
   Total cash applied to investments                                      (15,694)      (15,411)      (29,819)

Other cash applied                                                           (200)         (135)          (72)
                                                                      ------------------------------------------
Total cash applied                                                        (15,894)      (15,546)      (29,891)

SHORT-TERM BORROWINGS
   Proceeds of short-term borrowings                                          990         3,152         1,743
   Repayment of short-term borrowings                                        (990)       (3,152)       (1,743)
                                                                      ------------------------------------------
   Net cash provided by short-term borrowings                                  -             -             -
                                                                      ------------------------------------------
   Net increase in cash and short-term investments                            428            15           167

Cash and short-term investments at beginning of year                          485           470           303
                                                                      ------------------------------------------
Cash and short-term investments at end of year                          $     913     $     485     $     470
                                                                      ==========================================

See accompanying notes.
</TABLE>


<PAGE>


                     Principal Mutual Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1995


1.  Nature of Operations and Significant Accounting Policies

Description of Business

Principal  Mutual Life Insurance  Company (the Company) is primarily  engaged in
the marketing  and  management of life  insurance,  annuity,  health and pension
products.  In addition,  the Company provides  various other financial  services
through its subsidiaries.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company's  financial  statements and  accompanying  notes
requires  management to make estimates and  assumptions  that affect the amounts
reported and  disclosed.  These  estimates and  assumptions  could change in the
future as more  information  becomes  known,  which  could  impact  the  amounts
reported and disclosed in the financial statements and accompanying notes.

Basis of Presentation

The Company's financial statements have been prepared on the basis of accounting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa (statutory accounting practices),  which practices
are currently  regarded as generally accepted  accounting  principles (GAAP) for
mutual life insurance companies.

Beginning in 1996,  however,  under the  requirements  of  Financial  Accounting
Standards  Board  (FASB)  Interpretation  No. 40,  "Applicability  of  Generally
Accepted Accounting  Principles to Mutual Life Insurance and Other Enterprises,"
as amended,  financial  statements prepared on the basis of statutory accounting
practices will no longer be described as prepared "in conformity with GAAP." The
Accounting  Standards Executive Committee of the American Institute of Certified
Public  Accountants and the FASB issued  authoritative  accounting and reporting
pronouncements in January 1995, effective for calendar year 1996, addressing how
mutual life insurance companies should account for certain insurance activities.
Applying  the  provisions  of  these  authoritative   accounting  and  reporting
pronouncements may result in surplus and net income that differ from the amounts
reported under existing statutory accounting practices.  The Company has not yet
determined the impact of these pronouncements on its financial  statements.  The
Company plans to issue  general-purpose  financial  statements for calendar year
1996 that follow  these  authoritative  pronouncements  and will be described as
prepared in conformity with GAAP. These  statutory-basis  financial  statements,
however, will continue to be required by insurance regulatory authorities.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

The National  Association of Insurance  Commissioners (NAIC) currently is in the
process of recodifying  statutory accounting  practices,  the result of which is
expected to  constitute  the only source of  "prescribed"  statutory  accounting
practices.  Accordingly,  that  project,  which is not  expected to be completed
before 1997, will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements.

Subsidiaries

Investment in subsidiaries  is reported at equity in net assets  determined on a
statutory  basis  for  insurance  subsidiaries  and on the  basis of  prescribed
valuation  alternatives for  non-insurance  subsidiaries,  resulting in carrying
values  periodically  approved by the Securities  Valuation  Office of the NAIC.
Total assets of these  unconsolidated  subsidiaries  amounted to $2.6 billion at
December 31, 1995 and $2.1 billion at December 31, 1994, and total revenues were
$1,190  million in 1995,  $911 million in 1994 and $669 million in 1993.  During
1995, 1994 and 1993, the Company included $(48) million,  $(2) million and $(37)
million,  respectively,  in net income from investments representing the current
year net losses of its subsidiaries.

Investments

Investments in bonds,  short-term  investments,  and commercial and  residential
mortgage  loans are reported  principally  at cost (unpaid  principal  balance),
adjusted for  amortization  of premiums and accrual of discounts,  both computed
using the interest  method;  policy loans and  investments  in preferred  stocks
primarily  at cost;  common  stocks at market  value based on the latest  quoted
market prices;  and  investments in real estate and properties  held for Company
use generally at cost less  encumbrances and accumulated  depreciation.  For the
loan-backed  and  structured  securities  included  in the bond  portfolio,  the
Company  recognizes  income using the prospective  method which results in a new
constant  effective  yield  based  on  currently   anticipated   prepayments  as
determined by broker-dealer  surveys or internal estimates.  Properties acquired
through loan  foreclosures  with  cumulative  carrying values of $946 million at
December  31, 1995,  and $830 million at December 31, 1994,  are recorded at the
lower of cost  (principal  balance of the former  mortgage  loan) or fair market
value at the time of foreclosure or receipt of deed in lieu of foreclosure. This
becomes  the new  cost  basis of the  real  estate  and is  subject  to  further
potential  carrying value  reductions as a result of depreciation  and quarterly
valuation  determinations.  Depreciation  expense is computed  primarily  on the
basis of accelerated and  straight-line  methods over the estimated useful lives
of the  assets.  Other  admitted  assets  are valued as  prescribed  by the Iowa
Insurance  laws.  Net  realized  capital  gains and  losses on  investments  are
determined using the specific identification basis.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

The Asset Valuation Reserve (AVR) provides a reserve for losses from investments
in bonds,  preferred and common stocks,  mortgage loans, real estate,  and other
invested assets,  with related increases or decreases being recorded directly to
surplus.  At  December  31, 1995 and 1994,  the AVR was $1,041  million and $792
million,  respectively.  At both December 31, 1995 and 1994,  other  liabilities
include  additional   investment  reserves  of  $36  million  and  $51  million,
respectively,  of which $9 million is required by statutory accounting practices
as a provision for potential losses on specific mortgages in default. Unrealized
capital  gains and losses on  investments,  including  changes in  mortgage  and
security reserves, are recorded directly in surplus.  Comparable adjustments are
also made to the AVR.

The Interest Maintenance Reserve (IMR) primarily defers certain interest-related
gains and losses (net of tax) on fixed  income  securities  which are  amortized
into net income  from  investments  over the  estimated  remaining  lives of the
investments  sold. At December 31, 1995 and 1994,  the IMR, which is included in
other liabilities, was $109 million and $52 million, respectively.

In  connection  with  preparation  of its  statement of cash flows,  the Company
considers all highly liquid investments with a maturity of one year or less when
purchased to be short-term investments.

Fair Values of Financial Instruments

The Company has  accumulated  information to disclose the fair values of certain
financial  instruments,  whether or not recognized in the statement of financial
position,  as  required  by  the  FASB.  The  FASB  excludes  certain  financial
instruments and all nonfinancial  instruments from its disclosure  requirements.
The  aggregate  fair value asset  amounts for  investments  (including  cash and
short-term investments, policy loans and accrued investment income and excluding
investment in  subsidiaries  and investment real estate) are presented in Note 2
(carrying value: 1995 - $35.3 billion,  1994 - $32.4 billion; fair value: 1995 -
$37.5 billion,  1994 - $31.9  billion).  Fair value  information for derivatives
held  or  issued  for  purposes  other  than  trading  is  presented  in Note 3.
Information  for certain of the  Company's  reserves  and  liabilities  that are
investment-type contracts (insurance, annuity and other policy contracts that do
not involve  significant  mortality  or  morbidity  risk) is presented in Note 4
(carrying value: 1995 - $21.4 billion,  1994 - $20.0 billion; fair value: 1995 -
$22.0 billion,  1994 - $19.5 billion).  Those referenced notes also describe the
methods and  assumptions  utilized by the Company in  estimating  its fair value
disclosures for financial  instruments.  Those techniques utilized in estimating
the fair values of financial  instruments are affected by the assumptions  used,
including  discount  rates and estimates of the amount and timing of future cash
flows.  Care should be exercised  in deriving  conclusions  about the  Company's
business, its value or financial position based on the fair value information of
certain financial instruments presented in the referenced notes.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

Futures and Forward Contracts and Interest Rate and Equity Swaps

The Company uses financial futures contracts,  forward purchase  commitments and
interest rate swaps to hedge risks  associated  with interest rate  fluctuations
and uses equity  swaps to hedge risks  associated  with market  fluctuations  of
certain  unaffiliated common stocks.  Realized capital gains and losses on those
contracts  which hedge risks  associated  with  interest rate  fluctuations  are
amortized  over the  remaining  lives of the  underlying  assets,  primarily  by
including them in the IMR. Realized capital gains and losses on equity swaps are
recognized in the period incurred.

Reserves for Insurance, Annuity and Accident and Health Policies

The reserves for life, health and annuity  policies,  all developed by actuarial
methods,  are established and maintained on the basis of mortality and morbidity
tables using assumed interest rates and valuation methods that will provide,  in
the aggregate,  reserves that are greater than the minimum valuation required by
law or  guaranteed  policy cash  values.  The  cumulative  effects of changes in
valuation  bases  at  the  beginning  of the  year  for  previously  established
policyowner  reserves  are  included  as  adjustments  to  surplus.  Significant
decreases  in  valuation  bases are  approved by the  Insurance  Division of the
Department of Commerce of the State of Iowa.

The  liability  for  unpaid  accident  and  health  claims is  determined  using
statistical  analyses and case basis evaluations.  This liability is an estimate
of the ultimate net cost of all reported and unreported  losses that are unpaid.
This liability is determined using estimates of future trends in claim severity,
frequency,  and other factors that could vary as claims are ultimately  settled.
Although  considerable  variability is inherent in such  estimates,  the Company
believes that the liability for unpaid claims is adequate.  These  estimates are
continually  reviewed and, as adjustments to this  liability  become  necessary,
such adjustments are reflected in current operations.

Recognition of Premium Revenues and Costs

For life and annuity  contracts,  premiums are  recognized  as revenues over the
premium-paying  period,  whereas  commissions and other costs  applicable to the
acquisition of new business are charged to operations as incurred.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

Reinsurance

The Company reinsures certain of its risks. Reinsurance premiums,  expenses, and
reserves  related to reinsured  business are accounted  for on bases  consistent
with those used in accounting for the original  policies issued and the terms of
the  reinsurance  contracts.  Premiums  ceded  to  other  companies  (1995 - $27
million,  1994 - $21 million and 1993 - $19 million) are reported as a reduction
of premium income, and insurance  reserves  applicable to reinsurance ceded have
also been  reported as  reductions of these items (1995 - $33 million and 1994 -
$24 million).  The Company is  contingently  liable with respect to  reinsurance
ceded to other  companies  in the  event  the  reinsurer  is  unable to meet the
obligations that it has assumed.

Separate Accounts

The separate accounts presented in the financial  statements  represent the fair
market  value of funds  that are  separately  administered  by the  Company  for
contracts with equity,  real estate and fixed-income  investments.  The separate
account  contract owner,  rather than the Company,  bears the investment risk of
these  funds.  The  Company  receives a fee for  administrative  and  investment
advisory services.

Separate  account assets and  liabilities  are disclosed in the aggregate in the
statements of financial  position.  The  statements  of  operations  include the
premiums,  increases in  reserves,  benefits,  and other items  arising from the
operations of the separate  accounts of the Company.  The  statements of surplus
reflect the gain from operations and surplus of the separate accounts. Such gain
from  operations and surplus arises from the transfer by the Company of funds to
the separate accounts to facilitate their operations.

Reclassifications

Certain  reclassifications  have  been  made  to the  1994  and  1993  financial
statements to conform to the 1995 presentation.


2.  Investments

Investments  in debt  securities,  preferred  stocks,  and other fixed  maturity
instruments  are  generally  held for  investment  purposes  to  maturity,  and,
therefore,  are carried in the  financial  statements  at  amortized  cost.  The
Company's  liabilities,  to which such fixed  maturity  investments  are closely
matched,  are  long-term in nature so the Company does not expect to be required
to sell such securities prior to maturity.


<PAGE>


<TABLE>
<CAPTION>

                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

The carrying  values and  estimated  market values of  investments  in bonds and
preferred stocks as of December 31, 1995 and 1994, are as follows (in millions):

                                                                   Gross           Gross        Estimated
                                              Carrying Value    Unrealized      Unrealized        Market
                                                                   Gains          Losses          Value
                                              ---------------------------------------------------------------
   December 31, 1995
   Bonds:
<S>                                              <C>           <C>                  <C>          <C>      
     United States Government and agencies       $     232     $       4            $  -         $     236
     States and political subdivisions                 230            21               -               251
     Corporate - public                              4,374           328              16             4,686
     Corporate - private                            13,877         1,332              15            15,194
     Mortgage-backed securities                      3,085           134               4             3,215
                                              ---------------------------------------------------------------
                                                    21,798         1,819              35            23,582
   Preferred stocks                                     93            12               -               105
                                              ---------------------------------------------------------------
                                                   $21,891        $1,831             $35           $23,687
                                              ===============================================================
   December 31, 1994
   Bonds:
     United States Government and agencies       $     111        $    1          $    4         $     108
     States and political subdivisions                 198             2              12               188
     Corporate - public                              3,986            74             142             3,918
     Corporate - private                            13,678           365             391            13,652
     Mortgage-backed securities                      2,653             2             166             2,489
                                              ---------------------------------------------------------------
                                                    20,626           444             715            20,355
   Preferred stocks                                     69             4               2                71
                                              ---------------------------------------------------------------
                                                   $20,695          $448            $717           $20,426
                                              ===============================================================
</TABLE>

Market values of public bonds and preferred  stocks have been  determined by the
Company from public  quotations,  when available,  or bonds have been assigned a
market rate by the Securities  Valuation Office of the NAIC.  Private  placement
securities are valued by discounting the expected total cash flows. Market rates
used are applicable to the yield,  credit  quality and average  maturity of each
security.



<PAGE>


<TABLE>
<CAPTION>
                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

The carrying  values and estimated  market values of bonds at December 31, 1995,
by expected maturity, are as follows (in millions):

                                                                      Carrying Value   Estimated Market
                                                                                            Value
                                                                      ------------------------------------
                                                                      
<S>                                                                     <C>               <C>      
   Due in one year or less                                              $     747         $     768
   Due after one year through five years                                    6,878             7,271
   Due after five years through ten years                                   6,189             6,695
   Due after ten years                                                      3,176             3,657
                                                                      ------------------------------------
                                                                           16,990            18,391
   Mortgage-backed and other securities without
     a single maturity date                                                 4,808             5,191
                                                                      ------------------------------------
   Total                                                                  $21,798           $23,582
                                                                      ====================================
</TABLE>

<TABLE>
<CAPTION>
The carrying value and estimated  market value of mortgage loans at December 31,
1995 and 1994, are as follows (in millions):

                                                       1995                             1994
                                                -----------------                 -----------------
                                                             Estimated                    Estimated Market
                                          Carrying Value      Market      Carrying Value       Value
                                                               Value
                                          -----------------------------------------------------------------

<S>                                            <C>            <C>              <C>             <C>   
   Commercial mortgage loans                   $9,794         $10,129          $8,901          $8,580
   Residential mortgage loans                     234             262             287             299
</TABLE>

Market  values of  commercial  mortgage  loans are  valued  by  discounting  the
expected  total cash flows using market rates that are  applicable to the yield,
credit quality, and maturity of each loan. Market values of residential mortgage
loans are valued by a pricing and  servicing  model using  market rates that are
applicable to the yield, rate structure,  credit quality,  size, and maturity of
each loan. The carrying value for policy loans approximates the fair value.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

Major  categories  of income  from  investments  are  summarized  as follows (in
millions):

                                             Year ended December 31
                                        1995          1994          1993
                                    ------------------------------------------

   Bonds                                $1,761        $1,622        $1,549
   Preferred stocks                          6             3             2
   Common stocks                            35            22            26
   Investment in subsidiaries              (48)           (2)          (37)
   Mortgage loans                          808           766           811
   Investment real estate                  211           179           129
   Policy loans                             48            44            44
   Cash and short-term investments          29            20             6
   Other                                    18            48             1
                                    ------------------------------------------
                                         2,868         2,702         2,531

   Less investment expenses                217           182           162
                                    ------------------------------------------
   Net income from investments          $2,651        $2,520        $2,369
                                    ==========================================

<TABLE>
<CAPTION>
The major components of realized capital gains (losses) on investments reflected
in operations,  and unrealized  capital gains (losses) on investments  reflected
directly in surplus, are summarized as follows (in millions):

                                                     Realized                         Unrealized
                                             1995      1994      1993         1995      1994      1993
                                          ---------------------------------   -----------------------------
                                                    
<S>                                           <C>      <C>        <C>         <C>        <C>      <C>  
   Bonds                                      $101     $(133)     $150        $ (17)     $32      $(32)
   Preferred stocks                             (1)        -       (11)           1       (7)       11
   Common stocks                                32         6        29          398        7        23
   Mortgage loans                              (24)      (34)      (81)           9        3        41
   Investment real estate                        7         3         1            5        6        (1)
   Investment in subsidiaries                    1        32         -           (6)       6        (5)
   Other                                         4        45       (44)          (1)       -        20
                                           ------------------------------   -----------------------------
   Net capital gains (losses)                  120       (81)       44          389       47        57

   Related federal income taxes                (41)        6       (26)         (63)       -         -
   Transferred (to) from interest
     maintenance reserve                       (77)       43       (70)           -        -         -
                                           ==============================   =============================
   Total capital gains (losses)             $    2    $  (32)     $(52)        $326      $47       $57
                                           ==============================   =============================
</TABLE>

<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

Proceeds  from  sales  of  investments  (excluding  maturity  proceeds)  in debt
securities  were $6.5 billion in both 1995 and 1994,  and $11.9 billion in 1993.
Gross gains of $93 million, $53 million and $173 million and gross losses of $54
million, $213 million and $65 million in 1995, 1994 and 1993, respectively, were
realized on those sales. Of the 1995, 1994 and 1993 proceeds, $6.1 billion, $5.7
billion and $11.5  billion,  respectively,  relates to sales of  mortgage-backed
securities.   The  Company  actively  manages  its  mortgage-backed   securities
portfolio to control  prepayment risk.  Gross gains of $66 million,  $19 million
and $152 million and gross  losses of $17 million,  $139 million and $29 million
in 1995, 1994 and 1993, respectively,  were realized on sales of mortgage-backed
securities.  At December 31, 1995,  the Company had security  purchases  payable
totaling $426 million relating to the purchases of mortgage-backed securities at
forward dates.

The  Company  has  a  revolving  credit  agreement  with  Principal  Residential
Mortgage,  Inc., a wholly-owned subsidiary which conducts the Company's mortgage
banking operations,  of up to $800 million,  which had a balance of $458 million
outstanding at December 31, 1995.

Commercial  mortgage loans and corporate  private  placement bonds originated or
acquired by the Company represent its primary areas of credit risk exposure.  At
December 31, 1995 and 1994, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:

<TABLE>
<CAPTION>
               Geographic Distribution                             Property Type Distribution
         ----------------------------------                   --------------------------------------
                                    December 31                                   December 31
                                  1995        1994                              1995       1994
                               -----------------------                       -----------------------
                               
<S>                                <C>         <C>       <C>                    <C>        <C>
   South Atlantic                  22%         21%       Industrial              43%        47%
   Pacific                         34          38        Office                  26         24
   Mid Atlantic                    17          17        Retail                  26         24
   North Central                   14          13        Other                    5          5
   South Central                    7           6
   New England                      4           3
   Mountain                         2           2
</TABLE>

The corporate  private  placement  bond  portfolio is  diversified by issuer and
industry.  Restrictive  bond  covenants are monitored by the Company to regulate
the activities of issuers and control their leveraging  capabilities.  Under the
NAIC bond classification system, 99.8% and 99.7% of the Company's bond portfolio
were carried at amortized cost at December 31, 1995 and 1994, respectively, with
the remainder carried at the lower of amortized cost or market value.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

Effective  December 29, 1995, the Company  entered into  short-term  equity swap
agreements  to mitigate its exposure to declines in the value of about  one-half
of its marketable  common stock portfolio.  Under the agreements,  the return on
that portion of the Company's  marketable common stock portfolio was swapped for
a fixed short-term interest rate. At December 31, 1995, there was no realized or
unrealized  gains  or  losses  recorded  on  the  equity  swap  agreements  and,
accordingly,  there was no credit  exposure.  The  unrealized  appreciation  and
depreciation of marketable common stocks  recognized in the Company's  statement
of  financial  position  were $814  million and $85  million,  respectively,  at
December 31, 1995.

Investment  real estate  includes  properties  directly owned by the Company and
investments  in  subsidiaries  include  properties  owned  jointly  with venture
partners and operated by the partners.  Joint  ventures in which the Company has
an  interest  have  mortgage  loans  with the  Company  of $2.2  billion at both
December 31, 1995 and  December  31,  1994.  The Company is committed to provide
additional  mortgage financing for such joint ventures  aggregating $304 million
at December 31, 1995.


3.  Derivatives Held or Issued for Purposes Other Than Trading

The Company uses exchange-traded  interest rate futures and forward contracts to
hedge against  interest rate risks.  The Company attempts to match the timing of
when interest rates are committed on insurance  products and on new investments.
However,  timing  differences do occur and can expose the Company to fluctuating
interest rates. Interest rate futures and forward contracts are used to minimize
these  risks.  In these  contracts,  the Company is subject to the risk that the
counterparties  will fail to perform and to the risks associated with changes in
the value of the underlying securities; however, such changes in value generally
are  offset by  opposite  changes  in the  value of the  hedged  items.  Futures
contracts  are  marked  to  market  and  settled  daily,   which  minimizes  the
counterparty  risk. The notional amounts of futures and forward  contracts ($303
million at December  31, 1995,  and $80 million at December 31, 1994)  represent
the extent of the Company's involvement but not the risk of loss.

The  Company  enters  into  interest  rate swaps to  minimize  its  exposure  to
fluctuations  in interest  rates and to correct  duration  mismatches.  The most
common use is to modify the duration of an asset or portfolio, a less common use
is to convert a  floating  rate asset  into a fixed  rate  asset.  The  notional
principal  amounts of the swaps  outstanding at December 31, 1995 and 1994, were
$599 million and $586 million, respectively, and the credit exposure at December
31, 1995 and  December 31, 1994 was $8 million.  The  Company's  current  credit
exposure  on swaps is  limited  to the value of  interest  rate  swaps that have
become favorable to the Company.  The average  unexpired terms of the swaps were
approximately three years at both December 31, 1995 and 1994, respectively.  The
net  amount  payable or  receivable  from  interest  rate swaps is accrued as an
adjustment  to interest  income.  The Company's  interest  rate swap  agreements
include  cross-default  provisions  when two or more swaps are transacted with a
given counterparty.


<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




3.  Derivatives Held or Issued for Purposes Other Than Trading (continued)

The Company  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated fixed rate assets into dollar denominated fixed rate assets
and eliminate the exposure to future currency volatility on those securities. At
December 31, 1995, the Company had various foreign currency exchange  agreements
with  maturities  ranging from 1995 to 2002,  with an aggregate  notional amount
involved of  approximately  $312 million and the credit exposure was $4 million.
The average unexpired term of the swaps was approximately five years at December
31, 1995.


4.  Insurance, Annuity and Accident and Health Reserves

The carrying  values and fair values of the Company's  reserves and  liabilities

for  investment-type  insurance  contracts  (which  are  only a  portion  of the
insurance reserves,  annuity reserves, and other policy liabilities appearing in
the  statement  of  financial  position)  at  December  31,  1995 and 1994,  are
summarized as follows (in millions):

<TABLE>
<CAPTION>
                                                    1995                               1994
                                     ----------------------------------------------------------------------
                                      Carrying Value        Fair         Carrying Value        Fair
                                                            Value                              Value
                                     ----------------------------------------------------------------------

<S>                                    <C>              <C>               <C>              <C>       
   Insurance reserves                  $       30       $       33        $       30       $       30
   Annuity reserves                        20,989           21,524            19,714           19,168
   Other policy liabilities                   398              403               270              270
                                     ----------------------------------------------------------------------
   Total                                  $21,417          $21,960           $20,014          $19,468
                                     ======================================================================
</TABLE>

The fair values for the Company's reserves and liabilities under investment-type
contracts  (insurance,  annuity and other policy  contracts  that do not involve
significant  mortality or morbidity  risk) are estimated  using  discounted cash
flow  analyses  (based on current  interest  rates  being  offered  for  similar
contracts   with   maturities   consistent   with   those   remaining   for  the
investment-type contracts being valued) or surrender values.

The fair values for the Company's  insurance contracts  (insurance,  annuity and
other policy contracts that do involve significant mortality or morbidity risk),
other than  investment-type  contracts,  are not required to be  disclosed.  The
Company does consider,  however,  the various  insurance and investment risks in
choosing investments for both insurance and investment-type contracts.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




4.  Insurance, Annuity and Accident and Health Reserves (continued)

Activity  in the  liability  for unpaid  accident  and health  claims,  which is
included  with  insurance  reserves in the statement of financial  position,  is
summarized as follows (in millions):

                                          Year ended December 31
                                     1995          1994          1993
                                 ------------------------------------------

   Balance at beginning of year     $   844       $   723       $   657

   Incurred:
     Current year                     2,665         2,735         2,307
     Prior years                        (24)         (105)          (37)
                                 ------------------------------------------
     Total incurred                     2,641         2,630         2,270

   Payments:
     Current year                     2,196         2,065         1,814
     Prior years                        481           444           390
                                 ------------------------------------------
   Total payments                     2,677         2,509         2,204
                                 ------------------------------------------

   Balance at end of year:
     Current year                       469           670           493
     Prior years                        339           174           230
                                 ------------------------------------------
     Total balance at end of year   $   808       $   844       $   723
                                 ==========================================


5.  Federal Income Taxes

The Company  files a  consolidated  income tax return that  includes  all of its
qualifying subsidiaries,  and has a policy of allocating income tax expenses and
benefits to companies in the group based upon pro rata  contribution  of taxable
income or operating  losses.  The Company is taxed at corporate rates on taxable
income  based on existing  tax laws.  Due to the  inherent  differences  between
income  for  financial  reporting  purposes  and income  for tax  purposes,  the
Company's  provision  for  federal  income  taxes  may not  have  the  customary
relationship of taxes to income.

Deferred  income  taxes are  generally  not  recognized  for the tax  effects of
temporary differences between income for financial reporting purposes and income
for tax purposes.  In 1993,  1994 and 1995,  however,  the Company  recognized a
deferred  tax asset and  operating  benefit  for the tax  effect of  unamortized
deferred  acquisition  costs required for tax purposes.  This deferred tax asset
was non-admitted in accordance with statutory accounting practices. In 1995, the
Company also  recognized a deferred tax liability and surplus charge for the tax
effect of unrealized gains for common stocks identified for sale in 1996.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




5.  Federal Income Taxes (continued)

In December  1994, a U. S. Court of Appeals with  jurisdiction  over the Company
ruled that federal law did not permit mutual life  insurance  companies to use a
negative  recomputed  differential  earnings  rate to compute  their  equity tax
liability  for the  preceding  year.  Accordingly,  the  Company  increased  its
liability for federal income taxes attributable to its equity for years prior to
1994 and  made a  corresponding  adjustment  to  surplus  in the  amount  of $63
million.


6.  Short-Term Borrowings

The Company  issues  commercial  paper to meet its short-term  financing  needs.
There were no  outstanding  borrowings at December 31, 1995 or 1994. The Company
also maintains  credit  facilities  with various banks for short-term  borrowing
purposes.


7.  Employee and Agent Benefits

The Company has defined benefit pension plans covering  substantially all of its
employees and certain  agents.  The  employees  and agents are  generally  first
eligible for the pension plans when they reach age 21. The pension  benefits are
based on the years of service and  generally the  employee's or agent's  average
annual  compensation  during the last five years of employment.  Partial benefit
accrual  of  pension  benefits  is  recognized  from  first   eligibility  until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.

During 1995, the Company adopted Statement of Financial Standards (SFAS) No. 87,
"Employers'  Accounting  for Pensions,"  and  accordingly  changed its method of
accounting for the costs of defined  benefit pension plans to an accrual method.
Prior  to  this  change,   the  cost  of  pension  benefits  was  recognized  as
contributions  were made to the pension trusts.  The Company's policy is to fund
the cost of  providing  pension  benefits  in the years that the  employees  and
agents are providing service to the Company.  The Company's funding policy is to
deposit the actuarial normal cost and any change in unfunded  accrued  liability
over a 30-year period as a percentage of compensation.

The pension plans' combined funded status,  reconciled to amounts  recognized in
the statements of financial position and statements of operations and surplus as
of and for the years  ended  December  31,  1995 and  1994,  is as  follows  (in
millions):



<PAGE>


<TABLE>
<CAPTION>
                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

                                                                                      December 31
                                                                                 1995           1994
                                                                             ------------------------------
<S>                                                                               <C>           <C>   
      Actuarial present value of benefit obligations:

      Vested benefit obligation                                                   $437          $324
                                                                             ==============================
      Accumulated benefit obligation                                              $457          $338
                                                                             ==============================
                                                                             
   Plan assets at fair value, primarily affiliated mutual funds
      and investment contracts of the Company                                     $719          $581
   Projected benefit obligation                                                    661           462
                                                                             ------------------------------
   Plan assets in excess of projected benefit obligation                            58           119

   Unrecognized net (gains) losses and funding different from that assumed
      and from changes in assumptions                                               42           (23)
   Unrecognized net transition asset as of January 1, 1994                         (72)          (83)
                                                                             ------------------------------
   Prepaid pension asset (non-admitted)                                          $  28         $  13
                                                                             ==============================

Net periodic pension income included the following components (in millions):

                                                                                Year ended December 31
                                                                                 1995           1994
                                                                             ------------------------------
   Service cost                                                                    $22           $26
   Interest cost on projected benefit obligation                                    39            37
   Actual return on plan assets                                                   (144)            6
   Net amortization and deferral                                                    79           (72)
                                                                             ------------------------------
   Total net periodic pension income                                              $ (4)         $ (3)
                                                                             ==============================
</TABLE>

During 1994 and 1993, $10 million and $8 million,  respectively,  was charged to
expense and  contributed  to the trusts  previously  established  to provide for
future costs of pension  benefits.  During 1995, $12 million was  contributed to
these pension trusts. In addition,  to adjust the pension  accounting to the new
method required by SFAS No. 87 and to make the change effective as of January 1,
1994, surplus as of January 1, 1995 has been increased by $13 million. According
to the requirements of statutory accounting practices,  pension expense for 1994
has  not  been  restated  and the  1994  pension  amounts  shown  above  are for
comparative  purposes  only.  The pension asset at January 1, 1995 ($13 million)
and December 31, 1995 ($28 million) was  non-admitted as prescribed by statutory
accounting practices.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

The  weighted-average  assumed  discount rate used in determining  the projected
benefit obligation was 7% and 8.5% at December 31, 1995 and 1994,  respectively.
Some of the trusts  holding the plan assets are subject to federal  income taxes
at a 35% tax rate while others are not subject to federal income taxes. For both
1995 and 1994,  the  expected  long-term  rates of return  on plan  assets  were
approximately  6% (after  estimated  income  taxes) for those trusts  subject to
federal  income  taxes and  approximately  10% for those  trusts not  subject to
federal income taxes. The assumed rate of increase in future compensation levels
varies by age for both the qualified and non-qualified pension plans.

In  addition,  the  Company has defined  contribution  plans that are  generally
available to all employees and agents who are age 21 or older and have completed
one year of service.  Eligible  participants  may  contribute up to 15% of their
compensation  or  $9,240  annually  to  the  plans.   The  Company  matches  the
participant's  contribution with a 50% contribution up to a maximum contribution
of 2% of the participant's compensation.  During both 1995 and 1994, the Company
contributed  $7 million to the defined  contribution  plans.  During 1993,  such
contributions totaled $6 million.

The Company also provides  certain health care,  life  insurance,  and long-term
care  benefits for retired  employees.  Substantially  all  employees  are first
eligible  for these  postretirement  benefits  when  they  reach age 57 and have
completed  ten years of service with the  Company.  Partial  benefit  accrual of
these  health,  life,  and  long-term  care  benefits is  recognized  from first
eligibility  until  retirement  based on attained  service  divided by potential
service to age 65 with a minimum of 35 years of potential service. The Company's
policy is to fund the cost of providing  retiree  benefits in the years that the
employees are providing service to the Company.  The Company's funding policy is
to deposit the  actuarial  normal cost and an accrued  liability  over a 30-year
period as a percentage of compensation.

The  postretirement  plans'  combined  funded  status,   reconciled  to  amounts
recognized  in the  statement of financial  position and statement of operations
and surplus as of and for the years  ended  December  31,  1995 and 1994,  is as
follows (in millions):



<PAGE>


<TABLE>
<CAPTION>
                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)



7.  Employee and Agent Benefits (continued)

                                                                                     December 31
                                                                                 1995            1994
<S>                                                                             <C>              <C>  
                                                                            -------------------------------
   Plan assets at fair value, primarily affiliated mutual funds and
     investment contracts of the Company                                         $208            $155
   Accumulated postretirement benefit obligation:
     Retirees                                                                     (83)            (71)
     Eligible employees                                                           (40)            (31)
                                                                            --------------------------------
  Total accumulated postretirement benefit obligation                            (123)           (102)
                                                                            -------------------------------
  Plan assets in excess of accumulated postretirement benefit obligation
                                                                                   85              53

   Unrecognized net losses and funding different from that assumed and
     from changes in assumptions                                                    3              29
                                                                            -------------------------------
   Postretirement benefit asset (non-admitted)                                  $  88           $  82
                                                                            ===============================
</TABLE>
<TABLE>
<CAPTION>

The net periodic  postretirement  benefit cost included the following components
(in millions):

                                                                                    Year ended
                                                                                    December 31
                                                                             1995       1994      1993
                                                                          --------------------------------
                                                                          
<S>                                                                         <C>       <C>          <C>
   Service cost                                                             $   5     $    4       $ 3
   Interest cost on accumulated postretirement benefit cost                     9          7         6
   Expected return on plan assets                                             (10)       (10)       (6)
   Net amortization of gains and losses                                         1          -         -
                                                                          ================================
   Total net periodic postretirement benefit cost                           $   5     $    1       $ 3
                                                                          ================================
</TABLE>

The  weighted-average  assumed discount rate used in determining the accumulated
postretirement benefit obligation was 7% and 8.5% at December 31, 1995 and 1994,
respectively.  Some of the trusts holding the plan assets are subject to federal
income  taxes at a 35% tax rate while  others are not subject to federal  income
taxes.  For both 1995 and 1994, the expected  long-term  rates of return on plan
assets were  approximately  6% (after  estimated  income taxes) for those trusts
subject  to  federal  income  taxes and  approximately  9% for those  trusts not
subject to federal  income  taxes.  These rates of return on plan assets vary by
benefit type and employee group.

The  assumed  health  care cost trend  rate used in  measuring  the  accumulated
postretirement  benefit obligations starts at 11.5% in 1995, declines to 9.5% in
2001,  and then declines to an ultimate rate of 6.5% in 2036. If the health care
cost trend rate  assumptions  were increased by 1% in each year, the accumulated
postretirement  benefits  obligation  for health  plans as of December  31, 1995
would increase by 11.8% ($10 million). The effect of this 1% increase would also
increase the aggregate of the service cost and interest  cost  components of the
net  periodic  postretirement  benefit  cost of health  plans for the year ended
December 31, 1995 by 13.5% ($1 million).


<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

These  statutory  accounting  provisions  are similar to  Statement of Financial
Accounting Standards (SFAS) No. 106,  "Employers'  Accounting for Postretirement
Benefits  Other  Than  Pensions,"  issued by the FASB  except  that SFAS No. 106
includes  ineligible  employees  in  the  accumulated   postretirement   benefit
obligation calculations.  The accumulated  postretirement benefit obligation for
ineligible  employees  was $77 million and $48 million at December  31, 1995 and
1994, respectively.


8.  Surplus Notes

On March 10, 1994, the Company  issued $300 million of surplus notes,  including
$200  million  due  March  1,  2024 at a  7.875%  annual  interest  rate and the
remaining  $100  million  due March 1, 2044 at an 8% annual  interest  rate.  No
affiliates  of the Company hold any portion of the surplus  notes.  The discount
and direct costs  associated with issuing these surplus notes is being amortized
to expense over their respective terms using the interest method.  For statutory
accounting  purposes,  these notes are considered a part of total surplus of the
Company. Each payment of interest and principal on the surplus notes may be made
only with the prior  approval of the  Commissioner  of Insurance of the State of
Iowa (the  Commissioner)  and only to the extent that the Company has sufficient
surplus  earnings to make such  payments.  For the years ended December 31, 1995
and 1994, interest of $24 million and $11 million, respectively, was approved by
the  Commissioner,  paid and charged to expense.  Had the accrual of interest on
surplus notes not been subject to approval of the Commissioner, accrued interest
payable on surplus  notes at both  December 31, 1995 and 1994 would have been $8
million.

Subject to  Commissioner  approval,  the surplus  notes due March 1, 2024 may be
redeemed at the Company's election on or after March 1, 2004 in whole or in part
at a  redemption  price of  approximately  103.6% of par. The  approximate  3.6%
premium is scheduled to gradually  diminish over the following ten years.  These
surplus  notes may then be redeemed on or after March 1, 2014,  at a  redemption
price of 100% of the  principal  amount  plus  interest  accrued  to the date of
redemption.  Non-insurance companies individually held over 10% of these surplus
notes  (approximately $50 million and $73 million at December 31, 1995 and 1994,
respectively).

In addition,  subject to Commissioner  approval,  the surplus notes due March 1,
2044 may be redeemed  at the  Company's  election on or after March 1, 2014,  in
whole or in part at a  redemption  price of  approximately  102.3%  of par.  The
approximate  2.3% premium is scheduled to gradually  diminish over the following
ten years.  These  surplus notes may be redeemed on or after March 1, 2024, at a
redemption  price of 100% of the principal  amount plus interest  accrued to the
date of redemption.  Non-insurance companies individually held over 10% of these
surplus  notes  (approximately  $43 million and $62 million at December 31, 1995
and 1994, respectively).



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




9.  Other Commitments and Contingencies

The Company  leases  office space and  furniture  and  equipment  under  various
operating leases. Rental expense for all operating leases totaled $48 million in
1995, $43 million in 1994 and $44 million in 1993. At December 31, 1995,  future
minimum rental commitments under noncancelable operating leases for office space
and electronic data processing equipment totaled approximately $97 million.

The Company is a defendant in various legal actions arising in the normal course
of its investment and insurance  operations.  In the opinion of management,  any
losses  resulting  from such  actions  would not have a  material  effect on the
financial statements.

The Company is also subject to insurance  guarantee  laws in the states in which
it writes  business.  These  laws  provide  for  assessments  against  insurance
companies  for the  benefit  of  policyholders  and  claimants  in the  event of
insolvency  of other  insurance  companies.  At  December  31,  1995  and  1994,
approximately  $18  million  and  $15  million,   respectively,  of  surplus  is
appropriated for possible  guarantee fund assessments for which notices have not
been received.

In 1995, the Company sold its wholly-owned  subsidiary,  Principal National Life
Insurance Company (Principal  National),  at a gain of approximately $1 million.
At December 31, 1994,  substantially all the assets ($513 million),  liabilities
($470 million),  and equity ($43 million) of Principal National were transferred
to and assumed by the Company.  This  resulted in increases in both other income
and additions to policyowner reserves of $470 million in 1994.

<PAGE>

                         Report of Independent Auditors







The Board of Directors
Principal Mutual Life Insurance Company


We have audited the accompanying  statements of financial  position of Principal
Mutual Life  Insurance  Company (the  Company) as of December 31, 1995 and 1994,
and the related  statements of operations and surplus and cash flows for each of
the  three  years  in the  period  ended  December  31,  1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity  with  generally  accepted  accounting  principles and with reporting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa.

Ernst & Young LLP

Des Moines, Iowa
January 31, 1996
    

  
<PAGE>
                                     PART C
                                OTHER INFORMATION

Item 24.       Financial Statements and Exhibits

   (a)    Financial Statements included in the Registration Statement
          (1)   Part A:
                   Separate Account C:
                      Condensed Financial Information for each of the ten years 
                      ended December 31, 1995.
          (2)   Part B:
                   Principal Mutual Life Insurance Company Separate Account C:
                      Statement of Net Assets, December 31, 1995.
                      Statement of Operations for the year ended
                      December 31, 1995.
                      Statements of Changes in Net Assets for the years ended
                      December 31, 1995 and 1994.
                      Notes to Financial Statements.
                      Report of Independent Auditors.
                   Principal Mutual Life Insurance Company:
                      Statements of Financial Position, December 31, 1995  and 
                      1994.
                      Statements of Operations and Surplus for the years ended
                      December 31, 1995, 1994 and 1993.
                      Statements of Cash Flows for the years ended December 31,
                      1995, 1994, and 1993.
                      Notes to Financial Statements.
                      Report of Independent Auditors.

   (b)    Exhibits
           ( 1)    Board Resolution Authorizing Establishment of Registrant
           ( 3)(a) Distribution Agreement
           ( 3)(b) Selling Agreement
           ( 4)(a) Form of Variable Annuity Contract
           ( 4)(b) Form of Variable Annuity Certificate
           ( 5)    Form of Application
           ( 6)(a) Articles of Incorporation of the Depositor
           ( 6)(b) Bylaws of the Depositor
           ( 9)    Opinion of Counsel
           (10)(a) Consent of Ernst & Young LLP
           (10)(b) Powers of attorney
           (13)(a) Schedules for Computing Annualized Total Returns of 
                   Government Securities and Common Stock Divisions
           (13)(b) Schedules for Computing Annualized Yield and Effective 
                   Annualized Yield of the Money Market Division
           (27)    Financial Data Schedules for Common Stock Division,
                   Government Securities Division and Money Market Division

<PAGE>

Item 25.  Officers and Directors of the Depositor

          Principal  Mutual  Life  Insurance  Company  is  managed by a Board of
          Directors  which is elected by its  policyowners.  The  directors  and
          executive  officers of the Company,  their positions with the Company,
          including Board Committee  memberships,  and their principal  business
          address, are as follows:

            DIRECTORS:                       Principal
            Name, Positions and Offices      Business Address

            MARY VERMEER ANDRINGA            Vermeer Manufacturing Company
            Director                         Box 200
            Member, Nominating Committee     Pella, IA  50219-0200

            RUTH M. DAVIS                    The Pymatuning Group, Inc.
            Director                         Suite 570, 4900 Seminary Road
            Member, Nominating Committee     Alexandria, VA  22311

            DAVID J. DRURY                   The Principal Financial Group
            Director                         Des Moines, IA  50392
            Chairman of the Board
            Chief Executive Officer
            Chair,Executive Committee

            C. DANIEL GELATT, JR.            NMT Corporation
            Director                         Post Office Box 2287
            Member, Executive and            La Crosse, WI  54602-2287
            Human Resources Committees

            G. DAVID HURD                    The Principal Financial Group
            Director                         Des Moines, IA  50392
            Member, Executive and
            Human Resources Committees

            THEODORE M. HUTCHISON            The Principal Financial Group
            Director                         Des Moines, IA  50392
            Vice Chairman

            C. S. JOHNSON                    Pioneer Hi-Bred International, Inc.
            Director                         400 Locust
            Member, Audit Committee          Des Moines, IA 50309

            WILLIAM T. KERR                  Meredith Corporation
            Director                         1716 Locust St.
            Member, Nominating Committee     Des Moines, IA  50309-3023

            LEE LIU                          IES Industries Inc.
            Director                         Post Office Box 351
            Member, Executive and            Cedar Rapids, IA  52406
              Human Resources Committees

            VICTOR. H. LOEWENSTEIN           Egon Zehnder International
            Director                         55 East 59th Street
            Member, Audit                    New York, NY 10022
              Committee

            JOHN R. PRICE                    Chemical Banking Corporation
            Director                         270 Park Avenue - 44th Floor
            Chair, Audit Committee           New York, NY 10017

            BARBARA A. RICE                  Rice & Associates
            Director                         712 Germantown Pike
            Member, Human Resources          Lafayette, PA 19444-1604
            Committee

            JEAN-PIERRE C. ROSSO             Case Corporation
            Director                         700 State Street
            Member, Audit Committee          Racine, WI 53404

            DONALD M. STEWART                The College Board
            Director                         45 Columbus Avenue
            Chair, Nominating                New York, NY  10023-6992
              Committee

            ELIZABETH E. TALLETT             Transcell Technologies, Inc.
            Director                         2000 Cornwall Road
            Member, Audit Committee          Monmouth Junction, NJ  08852

            DEAN D. THORNTON                 1602- 34 Court West
            Director                         Seattle, WA 98199
            Chair, Human Resources
              Committee

            FRED W. WEITZ                    Essex Meadows, Inc.
            Director                         800 Second Avenue
            Member, Executive and            Des Moines, IA  50309
              Nominating Committees


            Executive Officers (Other than Directors):

            JOHN E. ASCHENBRENNER            Senior Vice President

            RAY S. CRABTREE                  Executive Vice President

            THOMAS J. GAARD                  Senior Vice President

            MICHAEL H.GERSIE                 Senior Vice President

            THOMAS J. GRAF                   Senior Vice President

            J. BARRY GRISWELL                Executive Vice President

            RONALD E. KELLER                 Executive Vice President

            GREGG R. NARBER                  Senior Vice President and
                                             General Counsel

            CHARLES E. ROHM                  Executive Vice President

Item 26.  Persons Controlled by or Under Common Control with Depositor

          Principal Mutual Life Insurance Company (incorporated as a mutual life
          insurance company under the laws of Iowa);

          Sponsored  the  organization  of the following  mutual funds,  some of
          which it controls by virtue of owning voting securities:

               Principal    Asset    Allocation    Fund,    Inc.   (a   Maryland
               Corporation) 100.0% of  shares  outstanding  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  separate  accounts  on
               March 21, 1996.

               Principal  Aggressive Growth Fund, Inc. (a Maryland  Corporation)
               100.0% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company and its separate accounts on March 21, 1996.

               Princor  Balanced Fund, Inc. (a Maryland  Corporation)  14.10% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Principal Balanced Fund, Inc. (a Maryland  Corporation) 100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on March 21, 1996.

               Princor Blue Chip Fund, Inc. (a Maryland  Corporation)  12.07% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Princor Bond Fund, Inc. (a Maryland  Corporation) 1.75% of shares
               outstanding  owned by Principal Mutual Life Insurance  Company on
               March 21, 1996.

               Principal  Bond Fund,  Inc.  (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on March 21, 1996.

               Princor   Capital    Accumulation    Fund,   Inc.   (a   Maryland
               Corporation) 43.93% of  outstanding  shares  owned  by  Principal
               Mutual Life Insurance Company on March 21, 1996.

               Principal   Capital   Accumulation   Fund,   Inc.   (a   Maryland
               Corporation)100.0%  of  outstanding  shares  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  Separate  Accounts  on
               March 21, 1996.

               Princor Cash Management Fund, Inc. (a Maryland Corporation) 1.28%
               of  outstanding  shares owned by Principal  Mutual Life Insurance
               Company  (including  subsidiaries and affiliates) on March 21,
               1996.

               Princor Emerging Growth Fund, Inc. (a Maryland  Corporation) .78%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on March 21, 1996

               Principal  Emerging  Growth Fund,  Inc. (a Maryland  Corporation)
               100.0% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company and its Separate Accounts on March 21, 1996.

               Princor  Government  Securities  Income  Fund,  Inc.  (a Maryland
               Corporation)  0.39% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on March 21, 1996.

               Principal   Government   Securities   Fund,   Inc.   (a  Maryland
               Corporation)  100.0% of  shares  outstanding  owned by  Principal
               Mutual  Life  Insurance  Company  and its  Separate  Accounts  on
               March 21, 1996.

               Princor  Growth  Fund,  Inc.  (a Maryland  Corporation)  0.68% of
               outstanding  shares  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Principal  Growth Fund, Inc. (a Maryland  Corporation)  100.0% of
               outstanding  shares are owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on March 21, 1996.

               Princor High Yield Fund, Inc. (a Maryland  Corporation) 34.94% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Principal High Yield Fund, Inc. (a Maryland  Corporation)  100.0%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on March 21, 1996.

               Princor  Limited  Term Bond Fund,  Inc. (a Maryland  Corporation)
               98.02% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company on March 21, 1996.

               Principal Money Market Fund, Inc. (a Maryland Corporation) 100.0%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on March 21, 1996.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               79.25% of the shares outstanding of the International  Securities
               Portfolio   and   82.87%  of  the  shares   outstanding   of  the
               Mortgage-Backed  Securities  Portfolio  were  owned by  Principal
               Mutual Life Insurance Company on March 21, 1996.

               Princor Tax-Exempt Bond Fund, Inc. (a Maryland Corporation) 0.60%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on March 21, 1996.

               Princor   Tax-Exempt  Cash  Management  Fund,  Inc.  (a  Maryland
               Corporation)  0.90% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on March 21, 1996.

               Princor Utilities Fund, Inc. (a Maryland  Corporation)   1.35% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Princor  World  Fund,  Inc. (a  Maryland  Corporation)  20.19% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Principal  World Fund,  Inc. (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

          Subsidiaries  organized  and  wholly-owned  by  Principal  Mutual Life
          Insurance Company:

               Principal Life Insurance  Company (an Iowa Corporation) A general
               insurance and annuity company. It is not currently active.

               Principal Holding Company (an Iowa Corporation) A holding company
               wholly-owned by Principal Mutual Life Insurance Company.

               PT  Asuransi  Jiwa  Principal  Egalita  Indonesia  (an  Indonesia
               Corporation)

          Subsidiaries wholly-owned by Principal Holding Company:

               a.  Petula  Associates,  Ltd. (an Iowa  Corporation)  a real 
                   estate development company.

               b.  Patrician Associates,  Inc. (a California Corporation) a real
                   estate development company.

               c.  Principal   Development   Associates,   Inc.  (a   California
                   Corporation) a real estate development company.

               d.  Princor Financial Services Corporation (an Iowa
                   Corporation) a registered broker-dealer.

               e.  Invista  Capital  Management,  Inc. (an Iowa  Corporation)  a
                   registered investment adviser.

               f.  Principal Marketing Services, Inc. (a Delaware Corporation) a
                   corporation formed to serve as an interface between marketers
                   and manufacturers of financial services products.

               g.  The Principal Financial Group, Inc. (a Delaware  corporation)
                   a general business corporation established in connection with
                   the new corporate identity. It is not currently active.

               h.  Delaware  Charter  Guarantee  &  Trust  Company  (a  Delaware
                   Corporation) a nondepository trust company.

               i.  Principal   Securities   Holding   Corporation   (a  Delaware
                   Corporation) a holding company.

               j.  Principal Health Care, Inc. (an Iowa Corporation) a developer
                   and administrator of managed care systems.

               k.  Principal  Financial  Advisors,  Inc. (an Iowa Corporation) a
                   registered investment advisor.

               l.  Principal  Asset  Markets,   Inc.  (an  Iowa  Corporation)  a
                   residential mortgage loan broker.

               m.  Principal  Portfolio  Services,  Inc. (an Iowa Corporation) a
                   mortgage due diligence company.

               n.  Principal International, Inc. (an Iowa Corporation) a company
                   formed for the purpose of international business development.

               o.  Principal   Spectrum    Associates,    Inc.   (a   California
                   Corporation) a real estate development company.

               p.  Principal Commercial  Advisors,  Inc. (an Iowa Corporation) a
                   company that  purchases,  manages and sells  commercial  real
                   estate assets.

               q.  Principal FC, Ltd. (an Iowa  Corporation)  a limited  purpose
                   investment corporation.

               r.  Principal Residential Mortgage,  Inc. (an Iowa Corporation) a
                   residential mortgage loan broker.

               s.  Equity FC, LTD. (an Iowa  Corporation)  engaged in investment
                   transactions   including  limited   partnership  and  limited
                   liability companies.

          Subsidiaries  organized and wholly-owned by Princor Financial Services
          Corporation:

               a.  Princor  Management   Corporation  (an  Iowa  Corporation)  a
                   registered investment advisor.

               b.  Principal Investors  Corporation (a New Jersey Corporation) a
                   registered   broker-dealer   with  the  Securities   Exchange
                   Commission. It is not currently active.

          Subsidiary wholly owned by Principal Securities Holding Corporation:

               Principal Financial Securities,  Inc. (a Delaware Corporation) an
               investment banking and securities brokerage firm.


          Subsidiaries  organized  and  wholly-owned  by Principal  Health Care,
          Inc.:

               a.  America's Health  Plan,  Inc. (a  Maryland   Corporation)  a
                   developer of discount provider networks.

               b.  PHC  Merging  Company  (a  Florida  Corporation)  it is  not
                   currently active.

               c.  Principal  Behavioral Health Care, Inc. (an Iowa Corporation)
                   a  mental  and  nervous/substance  abuse  preferred  provider
                   organization.

               d.  Principal   Health  Care  of  Illinois,   Inc.  (an  Illinois
                   Corporation) a health maintenance organization.

               e.  Principal   Health  Care  of   Nebraska,   Inc.  (a  Nebraska
                   Corporation) a health maintenance organization.

               f.  Principal   Health  Care  of   Delaware,   Inc.  (a  Delaware
                   Corporation) a health maintenance organization.

               g.  Principal   Health   Care  of   Georgia,   Inc.   (a  Georgia
                   Corporation) a health maintenance organization.

               h.  Principal  Health  Care of  Kansas  City,  Inc.  (a  Missouri
                   Corporation) a health maintenance organization.

               i.  Principal  Health  Care  of  Louisiana,   Inc.  (a  Louisiana
                   Corporation) a health maintenance organization.

               j.  Principal   Health   Care  of   Florida,   Inc.   (a  Florida
                   Corporation) a health maintenance organization.

               k.  United   Health  Care   Services  of  Iowa,   Inc.  (an  Iowa
                   Corporation) a health maintenance organization.

               l.  Principal  Health Care of Iowa, Inc. (an Iowa  Corporation) a
                   health maintenance organization.

               m.  Principal   Health   Care  of   Indiana,   Inc.  (a  Delaware
                   Corporation) a health maintenance organization.

               n.  Principal Health Care of  Pennsylvania,  Inc. (a Pennsylvania
                   Corporation)  a health  maintenance  organization.  It is not
                   currently active.

               o.  Principal  Health  Care  of  Tennessee,   Inc.  (a  Tennessee
                   Corporation) a health maintenance organization.

               p.  Principal Health Care of Texas, Inc. (a Texas Corporation) a
                   health maintenance organization.

               q.  Principal  Health  Care  of  the  Carolinas,  Inc.  (a  North
                   Carolina Corporation) a health maintenance organization.

               r.  Principal  Health  Care,  of South  Carolina,  Inc.  (a South
                   Carolina Corporation) a health maintenance organization.

               s.  MetraHealth  Care Plan,  Inc.  (a  Missouri  Corporation)  a
                   health maintenance organization.

               t.  The Admar  Group,  Inc.  (a Florida  Corporation)  a general
                   business  corporation  engaged  in the  business  of managed
                   healthcare.

          Subsidiary owned by Principal Health Care of Delaware, Inc.:

               Principal  Health  Care of the  Mid-Atlantic,  Inc.  (a  Virginia
               Corporation) a health maintenance organization.

          Subsidiaries owned by Principal International, Inc.:

               a.  Grupo  Financiero  Principal,  S.A.  de  Seguros  de  Vida (a
                   Spanish insurance company).

               b.  Principal  Internacional,  S.A. Compania de Seguros (a Mexico
                   Corporation).

               c.  Principal   International   Argentina,   S.A.  (an  Argentina
                   Corporation).

               d.  Principal  International  Asia  Limited  (formerly  known  as
                   Goldchin Champ, Limited) (a Hong Kong Corporation).

               e.  Principal International de Chile, S.A.

          Subsidiary  owned by Grupo  Financiero  Principal,  S.A. de Seguros de
          Vida:

               Grupo  Financiero  Principal  S.A.  de  Agencia  de  Seguros  (an
               insurance agency). It is currently dormant.

          Subsidiaries owned by Principal International Argentina, S.A.:

               a.  Ethika,  S.A.  Administradora  de  Fondos de  Jubilaciones  y
                   Pensiones (an Argentina Corporation).

               b.  Princor  Compania de Seguros de Retiro,  S.A. (an Argentina
                   Corporation).

               c.  Prinlife  Compania de Seguros de Vida,  S.A.  (an  Argentina
                   Corporation)

               d.  Jacaranda Administradora de Fondos de Jubilaciones y 
                   Pensiones, S.A. (an Argentina Corporation)

          Subsidiary owned by Principal International de Chile, S.A.:

               BanRenta Compania de Seguros de Vida, S.A.

          Subsidiaries owned by The Admar Group, Inc.

               a.   Admar Corporation (a California Corporation)

               b.   Admar Insurance Marketing, Inc. (a California Corporation)

               c.   Benefit Plan Administrators, Inc. (a Colorado corporation)

               d.   Image Financial & Insurance Services, Inc. (a California 
                    Corporation)

               e.   SelectCare Management Co., Inc. (a California Corporation)

               f.   Wm. G. Hofgard & Co., Inc. (a Colorado corporation)


Item 27.  Number of Contractowners - As of: March 31, 1996

     (1)                               (2)                      (3)
                                    Number of                Number of
 Title of Class                  Contractowners          Plan Participants
 --------------                  --------------          -----------------
 BFA Variable Annuity Contracts         79                       44
 Pension Builder Contracts             144                      197
                                     
Item 28.  Indemnification      

               None

Item 29.  Principal Underwriters

          (a)  Princor Financial Services Corporation, principal underwriter for
               Registrant,   acts  as  principal   underwriter   for   Principal
               Aggressive  Growth Fund,  Inc.,  Principal Asset Allocation Fund,
               Inc.,  Principal Balanced Fund, Inc.,  Principal Bond Fund, Inc.,
               Principal Capital  Accumulation  Fund, Inc.,  Principal  Emerging
               Growth Fund, Inc.,  Principal  Government  Securities Fund, Inc.,
               Principal  Growth Fund,  Inc.,  Principal High Yield Fund,  Inc.,
               Principal Money Market Fund,  Inc.,  Principal World Fund,  Inc.,
               Princor  Balanced  Fund,  Inc.,  Princor  Blue Chip  Fund,  Inc.,
               Princor Bond Fund, Inc., Princor Capital Accumulation Fund, Inc.,
               Princor Cash Management Fund, Inc., Princor Emerging Growth Fund,
               Inc.,  Princor  Government  Securities Income Fund, Inc., Princor
               Growth Fund, Inc., Princor High Yield Fund, Inc., Princor Limited
               Term Bond Fund, Inc., Princor Tax-Exempt Bond Fund, Inc., Princor
               Tax-Exempt Cash Management  Fund, Inc.,  Princor  Utilities Fund,
               Inc.,  Princor World Fund, Inc.,  Principal Special Markets Fund,
               Inc.  and  for  variable  annuity   contracts   participating  in
               Principal  Mutual Life Insurance  Company  Separate  Account B, a
               registered unit investment  trust for retirement plans adopted by
               public  school  systems  or  certain   tax-exempt   organizations
               pursuant to Section 403(b) of the Internal Revenue Code,  Section
               457 retirement plans,  Section 401(a)  retirement plans,  certain
               non-qualified   deferred   compensation   plans  and   Individual
               Retirement  Annuity Plans adopted  pursuant to Section 408 of the
               Internal Revenue Code, and for variable life insurance  contracts
               issued by Principal  Mutual Life Insurance  Company Variable Life
               Separate Account, a registered unit investment trust.

               (b)          (1)                  (2)

                                                  Positions
                                                  and offices
               Name and principal                 with principal
               business address                   underwriter

               J. Barbara Alvord                  Marketing Officer
               The Principal
               Financial Group
               Des Moines, IA 50392

               Robert W. Baehr                    Marketing Services Officer
               The Principal
               Financial Group
               Des Moines, IA 50392

               Michael J. Beer                    Vice President and
               The Principal                      Chief Operating Officer
               Financial Group
               Des Moines, IA 50392

               Mary L. Bricker                    Assistant Corporate
               The Principal                      Secretary
               Financial Group
               Des Moines, IA 50392

               Ray S. Crabtree                    Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               David J. Drury                     Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Arthur S. Filean                   Vice President
               The Principal
               Financial Group
               Des Moines, IA 50392

               Paul N. Germain                    Assistant Vice President-
               The Principal                      Operations
               Financial Group
               Des Moines, IA  50392

               Ernest H. Gillum                   Assistant Vice President-
               The Principal                      Registered Products
               Financial Group
               Des Moines, IA 50392

               Thomas J. Graf                     Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               J. Barry Griswell                  Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Joyce N. Hoffman                   Vice President and
               The Principal                      Corporate Secretary
               Financial Group
               Des Moines, IA 50392

               Theodore M. Hutchison              Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Stephan L. Jones                   Director and
               The Principal                      President
               Financial Group
               Des Moines, IA 50392

               Ronald E. Keller                   Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               John R. Lepley                     Senior Vice
               The Principal                      President
               Financial Group                    Marketing and Distribution
               Des Moines, IA 50392


               Gregg R. Narber                    Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Richard H. Neil                    Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Layne A. Rasmussen                 Controller
               The Principal
               Financial Group
               Des Moines, IA 50392

               Charles E. Rohm                    Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Michael D. Roughton                Counsel
               The Principal
               Financial Group
               Des Moines, IA 50392

               Jean B. Schustek                   Compliance Officer
               The Principal
               Financial Group
               Des Moines, IA  50392

               Roger C. Stroud                    Assistant Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Jerry G. Wisgerhof                 Vice President and
               The Principal                      Treasurer
               Financial Group
               Des Moines, IA 50392

               Peter D. Zornik                    Arkansas State Director
               2624 North Fillmore
               Little Rock, AR 72207

        (c)        (1)                       (2)

                                      Net Underwriting
            Name of Principal           Discounts and
               Underwriter               Commissions

            Princor Financial             $17,336.43
            Services Corporation

                   (3)                       (4)                (5)


             Compensation on             Brokerage
               Redemption               Commissions        Compensation

                   0                         0                   0

Item 30.  Location of Accounts and Records

          All accounts,  books or other  documents of the Registrant are located
          at the offices of the Depositor,  The Principal  Financial  Group, Des
          Moines, Iowa 50392, and Mason City Pension Center, 1181 - 15th Street,
          S.W., Mason City, Iowa  50401.

Item 31.  Management Services

          Inapplicable

Item 32.  Undertakings

The  Registrant   undertakes  to  file  a   post-effective   amendment  to  this
registration  statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than 16 months
old for so  long  as  payments  under  the  variable  annuity  contracts  may be
accepted.

The Registrant  undertakes to include  either (1) as part of any  application to
purchase a contract  offered by the  prospectus,  a space that an applicant  can
check to request a Statement of  Additional  Information,  or (2) a post-card or
similar written  communication affixed to or included in the prospectus that the
applicant can remove to send for a Statement of Additional Information.

The Registrant undertakes to deliver any Statement of Additional Information and
any financial  statements required to be made available under this Form promptly
upon written or oral request.

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Principal  Mutual Life Insurance  Company  Separate Account C, certifies that it
meets the  requirements of Securities Act Rule 485(b) for  effectiveness  of the
Registration  Statement and has duly caused this  Amendment to the  Registration
Statement to be signed on its behalf by the undersigned  thereto duly authorized
in the  City of Des  Moines  and  State  of  Iowa,  on the 11th day of
April, 1996.


                         PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT C

                                 (Registrant)


                         By:  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                                 (Depositor)

                                   David J. Drury
                         By ______________________________________________
                              David J. Drury
                              Chairman and Chief Executive Officer

Attest:

Joyce N. Hoffman
- -----------------------------------
Joyce N. Hoffman
Vice President and
  Corporate Secretary


As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

Signature                          Title                           Date


D. J. Drury                   Director, Chairman and           April 11, 1996
                              Chief Executive Officer



D. C. Cunningham                Vice President and             April 11, 1996
                               Controller (Principal
                               Accounting Officer)



C. E. Rohm                     Executive Vice                  April 11, 1996
                               President (Principal
                               Financial Officer)


  (M. V. Andringa)*            Director                        April 11, 1996
M. V. Andringa


  (R. M. Davis)*               Director                        April 11, 1996
R. M. Davis


  (C. D. Gelatt, Jr.)*         Director                        April 11, 1996
C. D. Gelatt, Jr.


  (G. D. Hurd)*                Director                        April 11, 1996
G. D. Hurd


  (T. M. Hutchison)*           Director                        April 11, 1996
T. M. Hutchison


  (C. S. Johnson)*             Director                        April 11, 1996
C. S. Johnson


  (W. T. Kerr)*                Director                        April 11, 1996
W. T. Kerr


  (L. Liu)*                    Director                        April 11, 1996
L. Liu


  (V. H. Loewenstein)*         Director                        April 11, 1996
V. H. Loewenstein


  (J. R. Price)*               Director                        April 11, 1996
J. R. Price


  (B. A. Rice)*                Director                        April 11, 1996
B. A. Rice


  (J-P. C. Rosso)*             Director                        April 11, 1996
J-P. C. Rosso


  (D. M. Stewart)*             Director                        April 11, 1996
D. M. Stewart


  (E. E. Tallett)*             Director                        April 11, 1996
E. E. Tallett


  (D. D. Thornton)*            Director                        April 11, 1996
D. D. Thornton


  (F. W. Weitz)*               Director                        April 11, 1996
F. W. Weitz


                           *By    David J. Druy

                                  David J. Drury
                                  Chairman and Chief Executive Officer



                                  Pursuant to Powers of Attorney
                                  Previously Filed or Included Herein

                              BANKERS LIFE COMPANY

                                BOARD RESOLUTION
                                    No. 11315
                                 Passed 6-24-68



BE IT RESOLVED:
         1. That the Chairman of the Board or the President  shall designate the
appropriate officers to have the primary responsibility and authority within the
provisions of the Articles of  Incorporation  of the Bankers Life Company and as
permitted under the applicable law to prepare and issue group and/or  individual
variable annuity contracts which would result in tax deferral under the Internal
Revenue Code of 1954, as amended,  but which do not provide for participation in
the Separate Account established by the Company on the 8th day of August,  1964.
Such variable annuity  contracts may provide for benefits whose dollar amount or
other  measure of value may vary during the period  subsequent to as well as the
period prior to the maturity dates of such contracts.
         2. That the Chairman of the Board or the President  shall designate the
same or other officers to have the primary  responsibility  and authority within
the provisions of the Articles of  Incorporation  of Bankers Life Company and as
permitted under the applicable law to establish one or more additional  Separate
Accounts  or  funds,  each of  which  shall  meet  the  requirements  of a "unit
investment trust" as defined by the Investment Company Act of 1940, as amended.
         3. That the officers so designated  are hereby  authorized and directed
to prepare,  execute and file with the  Securities  and Exchange  Commission  in
accordance  with the  provisions of the  Securities  Act of 1933, as amended,  a
registration  statement or  statements,  and such  amendments  thereto as may be
necessary or appropriate, relating to such variable annuity contracts as
described in this resolution.
         4. That the officers so designated  are hereby  authorized if necessary
to prepare,  execute and file with the  Securities  and Exchange  Commission  in
accordance  with the  provisions  of the  Investment  Company  Act of  1940,  as
amended, a registration statement or statements,  and such amendments thereto as
may be  necessary  or  appropriate,  relating to such unit  investment  trust or
trusts.
         5. That the officers so designated  are hereby  authorized to take such
further  action as may in their judgment be necessary or desirable to effect the
registration  of such variable  annuity  contracts  and of such unit  investment
trust or trusts.

         This is to  certify  that the above is a true copy of Board  Resolution
No. 11315 as it appears on the minute book of the Corporation.


                                     R. E. Cassell
                                    ------------------------------------------
                                    R. E. Cassell
                                    Senior Vice-President and Secretary


<PAGE>



                         EXECUTIVE COMMITTEE RESOLUTION
                               RESOLUTION NO. 2116
                                 PASSED 4-12-71


"RESOLVED, That in furtherance of Resolution No. 11315 of the Board of Directors
enacted on the 24th day of June 1968, a separate account to be known as Separate
Account C be and hereby is  established  for the  purpose  of  issuing  variable
annuity contracts to self-employed individuals entitled to special tax treatment
under Section 401 of the Internal Revenue Code 1954, as amended."


<PAGE>

Executive Committe Resolution 2928, dated May 17, 1982


On motion duly made and seconded,  the following Resolution was unanimously
adopted:

     WHEREAS,  Board  Resolution  No.  11315,  June  24,  1968,  authorized  the
     establishment  and  operation  of one or  more  separate  accounts  for the
     purpose of issuing  variable  annuity  contracts  entitled  to special  tax
     treatment under the Internal Revenue Code of 1954 as amended, and, pursuant
     thereto the establishment of Separate Account C was authorized by Executive
     Committee Resolution No. 2116, April 12, 1971;

     WHEREAS,  the Plan of  Operations  for  Separate  Account  C  provides  for
     alternative  funding  for  variable  annuity  contracts   participating  in
     Separate Account C;

     NOW, THEREFORE, BE IT RESOLVED, that there are hereby established,  for the
     purpose of  providing  alternative  funding  methods for  variable  annuity
     contracts entitled to special tax treatment under the Internal Revenue Code
     of 1954, as amended,  two separate  divisions  within Separate Account C, a
     Common Stock Division and a Money Market Division.  All income and expenses
     and all gains or losses, whether or not realized,  experienced with respect
     to assets for a series of contracts participating in a Division of Separate
     Account C shall be credited to or charged against those assets,  unaffected
     by income  and  expenses  or gains or losses  experienced  with  respect to
     assets for any other series of contracts  participating  in the same or any
     other Division of Separate  Account C, or  constituting  any other Separate
     Account, or constituting the general account of the Company.

     FURTHERMORE,  the  assets  for a series  of  contracts  participating  in a
     Division of Separate Account C shall not be charged by Bankers Life Company
     with any liabilities  arising from any other series of contracts  issued by
     the  company  participating  in the  same or from  any  other  Division  of
     Separate Account C.

<PAGE>


Board Resolution #12435 (passed February 23-24, 1987)

     WHEREAS,  Board  Resolution  No.  11315,  June  24,  1968,  authorized  the
establishment  and operation of one or more separate accounts for the purpose of
issuing variable annuity  contracts  entitled to special tax treatment under the
Internal   Revenue  Code  of  1954  as  amended,   and,   pursuant  thereto  the
establishment  of  Separate  Account C was  authorized  by  Executive  Committee
Resolution  No. 2116,  April 12, 1971,  and Executive  Committee  Resolution No.
2928, May 17, 1982;

     WHEREAS,  the Plan of  Operations  for  Separate  Account  C  provides  for
alternative  funding for variable  annuity  contracts  participating in Separate
Account C;

     NOW, THEREFORE, BE IT RESOLVED, that there are hereby established,  for the
purpose of providing  alternative funding methods for variable annuity contracts
entitled to special tax  treatment  under the Internal  Revenue Code of 1954, as
amended,  three separate  divisions  within  Separate  Account C, a Common Stock
Division,  a Money Market  Division and a Government  Securities  Division.  All
income  and  expenses  and  all  gains  or  losses,  whether  or  not  realized,
experienced with respect to assets for a series of contracts  participating in a
Division of Separate  Account C shall be  credited to or charged  against  those
assets,  unaffected  by the income and  expenses or gains or losses  experienced
with respect to assets for any other series of  contracts  participating  in the
same or any other  Division of  Separate  Account C, or  constituting  any other
Separate Account, or constituting the general account of the Company.

     FURTHERMORE,  the  assets  for a series  of  contracts  participating  in a
Division of  Separate  Account C shall not be charged by  Principal  Mutual Life
Insurance  Company  with any  liabilities  arising  from  any  other  series  of
contracts  issued  by the  Company  participating  in the same or from any other
Division of Separate Account C.



                             DISTRIBUTION AGREEMENT


     DISTRIBUTION  AGREEMENT  effective  January 1, 1982  between  Bankers  Life
Company ("The Bankers Life"),  a mutual life insurance  company  organized under
the laws of the State of Iowa, and BLC Equity Services Corporation ("BLESCO"), a
subsidiary  of The Bankers Life  organized  under the laws of the State of Iowa.
This Distribution  Agreement replaces the Distribution Agreement dated September
13, 1971, as amended.

                               W I T N E S S E T H

     WHEREAS,  The Bankers Life has established a separate  account for variable
annuity contracts ("Contracts") designated Bankers Life Company Separate Account
C (the "Account"):

     WHEREAS,  BLESCO is registered with the Securities and Exchange  Commission
as a broker- dealer under the  Securities  Exchange Act of 1934 ("1934 Act") and
is a member of the National Association of Securities Dealers, Inc.; and

     WHEREAS,  The  Bankers  Life  desires  to  have  certain  variable  annuity
contracts issued with respect to the Account sold and distributed by and through
BLESCO,  and BLESCO is willing to sell and distribute  such contracts  under the
terms and conditions stated herein;

     NOW, THEREFORE, the parties hereto agree as follows:

     1. The Bankers Life hereby designates  BLESCO as the principal  underwriter
of the  Contracts  issued with respect to the Account,  and BLESCO agrees to use
its best efforts to sell and  distribute  the Contracts  through its  registered
representatives  or through other  broker-dealers  registered under the 1934 Act
whose  registered  representatives  are  authorized  by  applicable  law to sell
variable annuity contracts.

     2. With the consent of the Bankers Life,  BLESCO may enter into  agreements
with other  broker-dealers duly licensed under applicable Federal and state laws
for the sale and distribution of the Contracts and may pay such compensation and
perform such other duties as may be provided for in such agreements.

     3. All payments and any other monies  payable upon the sale,  distribution,
renewal or other  transaction  involving the Contracts  shall be the property of
and be paid or remitted directly to The Bankers Life, which will retain all such
payments and monies for its own account  except to the extent such  payments and
monies are allocated to the Account.

     4. The Bankers Life will pay to the  registered  representatives  of BLESCO
the  salaries or  commissions  to which such  representatives  are entitled as a
result of the sale,  distribution,  renewal or other  transaction  involving the
Contracts,  and BLESCO  shall not have or be deemed to have any interest in such
payments.

     5. The Bankers Life will pay to BLESCO the following:

          (a)  An  overwriting  and  operating  expense  fee of 14% of the sales
               charge attributable to the sale and distribution of Contracts for
               which a sales  charge  of 7% (or  such  lessor  amount  as may be
               offered by The  Bankers  Life) of  Contributions  or  Payments is
               applicable.

          (b)  An   overwriting   and   operating   expense   fee  of  1.00%  of
               Contributions  or  Payments  received  by The  Bankers  Life  for
               Contracts on which there is no sales  charge  applied at the time
               such Contributions or Payments are received.

          (c)  Upon receipt of proper evidence of  expenditures,  will reimburse
               BLESCO for compensation paid by BLESCO to other broker-dealers in
               accordance with paragraph 2 hereof.

     6. The  Bankers  Life is  responsible,  including  the costs  thereof,  for
contract  development,  filing  and  compliance  with state  insurance  laws and
regulations applicable to the Account and said Contracts. BLESCO is responsible,
including  the costs  thereof,  for  registration,  filing and  compliance  with
federal and state securities laws and regulations  applicable to the Account and
said Contracts.  This includes not only the preparation,  printing and filing of
the  registration  material,  but also the  preparation,  printing and filing of
prospectuses,  sales literature and reports as required. In addition,  BLESCO is
responsible, including the costs thereof, for the following:

          (a)  The supply of prospectuses and sales literature to be used in the
               sale of said Contracts.

          (b)  General sales promotion activity, including television, radio and
               newspaper advertising.

          (c)  Special  training of both BLESCO field  personnel and home office
               personnel due to the variable benefits nature of the Contracts.

          (d)  Preparation  and  distribution  of  confirmations,   reports  and
               correspondence to persons participating under such Contracts.

          (e)  Other sales and administrative  services related to the Contracts
               as required by the regulatory  authorities or deemed desirable by
               BLESCO.

     7. BLESCO will be responsible  for  supervising and controlling the conduct
and  activities of its  registered  representatives  with regard to the sale and
distribution of the Contracts.

     8. BLESCO may request that some or all of the books and records relating to
the sale of the Contracts which are maintained by it pursuant to Rules 17a-3 and
17a-4 under the 1934 Act be prepared and  maintained  by The Bankers  Life.  The
Bankers  Life agrees to  maintain  and  preserve  any such books and records for
BLESCO  in  conformity  with the  requirements  of the 1934 Act,  to the  extent
applicable to variable annuity operations,  and further agrees that for purposes
of this  Agreement such books and records shall be deemed the property of BLESCO
and shall be  surrendered  promptly upon BLESCO's  request.  With respect to any
books and record  maintained or preserved on behalf of BLESCO,  The Bankers Life
agrees to permit  examination of such books and records at any time or from time
to time during business hours by  representatives or designees of the Securities
and  Exchange  Commission,  and to promptly  furnish to said  Commission  or its
designee true, correct, complete and current hard copy of any or all of any part
of such books and records.

     9. This  Agreement  may at any time be terminated by either party hereto on
60 days written notice. BLESCO shall promptly notify the Securities and Exchange
Commission of any such termination.

     10. Any notice  under this  Agreement  shall be in writing,  addressed  and
delivered or mailed  postage  prepaid to the other party at such address as such
other party may designate for the receipt of such notices.  Until further notice
to the other  party,  it is agreed that the address of The Bankers Life and that
of BLESCO for this purpose shall be 711 High Street, Des Moines, Iowa 50307.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed on June 14, 1982.

                                            BANKERS LIFE COMPANY
Attest:

T. M. HUTCHISON                             By R. N. HOUSER
_______________________________             _______________________________
                                            Chairman and Chief Executive Officer

                                            BLC EQUITY SERVICES CORPORATION

Attest:

Wm. P. Kovacs                               A. S. FILEAN
_______________________________             ________________________________
                                            President



<PAGE>


                               COMMISSION SCHEDULE



A.   An overwriting fee is paid to BLC Equity Services  Corporation  ("BLESCO").
     BLESCO is also reimbursed by Bankers Life Company for compensation  paid by
     BLESCO  to  other  broker-  dealers.   Bankers  Life  will  pay  Registered
     Representatives of BLESCO directly.

     Both other broker-dealers and Registered  Representatives of BLESCO will be
     compensated within the following maximum commission schedules.

B.   (1) Basic Commissions: (For certificates issued prior to January 1, 1982)

       Age of Participant on               Percentage of Payments
          Certificate Date          1st Certifi-        2nd through 10th
  At Least But Not Over              cate Year         Certificate Years
    15             45                  12.0%              2.0%
    46             54                  9.0                1.5
    55             59                  6.0                1.0
    60             63                  3.5                1.0
    64             --                  2.0                1.0

     (2) Basic Commissions: (For certificates issued January 1, 1982 and later)

               Payment Level                                Rate
               The first $50,000                             3.0
               The next   50,000                             2.0
               The next 400,000                              1.0
               Over       500,000                            0.5

     (3) Maximum Additional Commission:

          If Basic  Commissions from payments for first  certificate year are at
          least $2,000 for the current  calendar year or average  $2,000 for the
          current and immediately preceding calendar year.

               Accumulated Commissions for
                   Given Calendar Year                 Percentage of Accumulated
          At Least                    Less Than        _   Basic Commissions    
          $     0                     $2,000                    0%
            2,000                      2,500                   15
            2,500                      3,000                   17
            3,000                      3,500                   19
            3,500                      4,000                   21
            4,000                      4,500                   23
            4,500                      5,000                   25
            5,000                      5,500                   27
            5,500                      6,000                   29 
            6,000                      6,500                   30
            6,500                      7,000                   31
            7,000                      8,000                   32
            8,000                      9,000                   33
            9,000                     10,000                   34
          10,000                      11,000                   35 
          11,000                      12,000                   36
                       etc. to                               etc. to
          25,000                       & over                  50
                                                   


                                  BROKER-DEALER
                      MARKETING AND COMPENSATION AGREEMENT
                                       FOR
                              PENSION BUILDER PLUS

AGREEMENT made this ______ day of  ____________________,  19____, by and between
Princor  Financial  Services   Corporation   (hereinafter  called  Distributor),
__________________________________  (hereinafter  called  Broker) and  Principal
Mutual Life Insurance Company (hereinafter called Issuer).

                                    MARKETING

In consideration of the mutual agreements  herein contained,  the Parties hereto
agree as follows:

1.   The  Distributor  hereby  appoints the Broker to sell Pension  Builder Plus
     Variable  Contracts and  Associated  Fixed Annuity  Contracts  (hereinafter
     called  Contracts)  issued  by  the  Issuer  to  provide  annuity  benefits
     individuals and groups who adopt  retirement  plans qualified under Section
     401,  Section  403(b),  and Section 408 of the Internal  Revenue Code. This
     Agreement  is a  selling  agreement  between  broker-dealers.  It does  not
     constitute  any Party as the broker,  agent or employee of any other Party.
     Words and  phrases  in this  Agreement  given  special  meaning  in the any
     Contracts  shall have that same special  meaning in this  Agreement  unless
     specifically defined otherwise herein.

2.   With respect to Payments  received under Contracts by the Distributor,  the
     Broker  shall  receive  compensation  at  rates  to be  determined  by  the
     Distributor and set forth in this Agreement.

3.   The Broker hereby agrees to direct its best efforts to find  purchasers for
     Contracts  issued by the Issuer.  The Broker does not  undertake  hereby to
     sell any specific number of Contracts issued by the Issuer.

4.   The  Distributor  shall  provide  the Broker  with a  reasonable  number of
     current prospectuses and such other material as the Distributor  determines
     to be  desirable  for use in  connection  with the sale of Contracts or the
     solicitation of applications for participation thereunder.

5.   The Broker  warrants  that the Broker  and any  person  associated  with or
     action for the Broker in the  solicitation of applications for Contracts or
     for   participation   thereunder   shall  be  qualified   pursuant  to  the
     requirements of the National  Association of Securities  Dealers,  Inc. And
     appropriate  federal and state agencies regulating  securities,  insurance,
     any other aspect of the Contracts or the sale of them.  The Broker shall be
     responsible for seeing to such qualifications,  and will indemnify and hold
     the Distributor and the Issuer harmless for any failure to have all persons
     engaged in solicitation  properly licensed,  registered,  and appointed for
     securities and insurance sales.

6.   The Broker shall be responsible for supervising and controlling the conduct
     and  activities of its Registered  Representatives  with regard to the sale
     and  distribution  of the  Contracts  and  applications  for  participation
     thereunder. The Broker agrees to indemnify and hold the Distributor and the
     Issuer  harmless  for claims and  actions of any sort which  arise from the
     conduct and activities of the persons involved in the sale and distribution
     of Contracts.

7.   The  Broker  shall act only in its own  behalf in  making  agreements  with
     Registered   Representatives  or  other  persons  in  connection  with  the
     solicitation or sales of Contracts.

8.   The Broker agrees to maintain all books and records relating to the sale of
     Contracts  or interests  therein  required to be  maintained  by the Broker
     pursuant to the  Securities  Exchange Act of 1934, in  conformity  with the
     requirements  of Rules 17a-3 and 17a-4 under such Act, or to the applicable
     securities or insurance laws of any state.

9.   The Broker shall  transmit  promptly and  directly to the  Distributor  all
     Contributions  collected by or paid to the Broker.  All Certificates are to
     be delivered promptly, and any undelivered  Certificates are to be returned
     within the time allowed or on demand.

10.  The Broker shall  provide  disclosure  information  required by  Prohibited
     Transaction Class Exemption 77-9.

                                  COMPENSATION

With respect to Certificates under applicable Contracts issued by the Issuer and
distributed by the  Distributor,  it is agreed that subject to all provisions of
this  Agreement,  the Broker shall receive  Compensation in the form of a dealer
concession as provided herein.

1.     Certificate  shall  mean a  Certificate  (the  application  for which was
       secured by a Registered  Representative  of the Broker)  issued under the
       Contracts   during  a  period  in  which  this  Agreement  has  not  been
       terminated.  Determination  of Certificates  applicable to this Agreement
       shall be by the Issuer.

2.     Transfer  Contributions  for an  Eligible  Certificate,  as  defined in a
       Contract, shall mean those Contributions transferred to the Issuer from a
       non-Issuer  Plan as  determined  by the  Issuer and  excludes  any assets
       transferred within the Issuer.

3.     First Year and Renewal Compensation

                  Percentage of Premium Received
                           In Each Policy Year
       ------------------------------------------------------------
       Pension Builder Plus

       Flexible Premium
         Retirement Annuity
                  (Annual Participant or Case Premium)
                    First $ 50,000          ...................4.5%
                    Next $ 50,000           ...................3.5
                    Next $400,000           ...................2.5
                    Over $500,000           ...................2.0

        Single Premium
          Retirement Annuity, Roll-Over IRA, or Transfer Contributions
                    First $   250,000       ...................4.5%
                    Next $   250,000        ...................4.0
                    Next $   500,000        ...................3.5
                    Over $1,000,000         ...................2.5

       Note:

          a.   Policy  Year  means  the  Contribution  year  as  defined  int he
               Contract.

          b.   For Flexible Premium  Retirement  Annuities,  the compensation is
               payable only on the premium in excess of withdrawals,  during the
               current  annuity  Contract  Year and the three  prior full Policy
               Years.

          c.   If the source of the  proceeds  placed  under an annuity  benefit
               option  is a  deferred  annuity,  the  commission  rate is graded
               according   to  the  Policy   Year  of  the   Contract  in  which
               annuitization occurs:

              Policy Years                                    Commission
              ----------------------------------------------------------
              1 - 4...........................................     0%
              5 - 7...........................................   2.5
              8 - 10..........................................   3.5
              11 and later ...................................   4.5

              The total proceeds eligible for the annuitization  commission will
              not include certain  premiums placed under the Contract during its
              last full Policy Year and any partial  year  immediately  prior to
              annuitization.  Premiums  contributed during this period in excess
              of the average  accumulated  value of the  Contract  prior to this
              period  will not be  included.  The average  accumulated  value is
              accumulated  value  divided  by the number of Policy  Years.  Both
              premium and average  accumulated value amounts will be adjusted to
              a comparable basis to account for any partial year.

4.   Service Fees of one tenth of one percent (.1%) of the accumulated  value of
     each Contract identified to the Broker will be paid to the Broker each year
     on the anniversary date of that Contract. The anniversary date is the first
     day of the  Contribution  Year.  The  Service  Fee  will  be  based  on the
     accumulated  value of the Contract  one day before that date.  Service Fees
     will be terminated by the Distributor and the Issuer if the  Contractholder
     or Certificateholder  requests a change in the servicing broker-dealer,  or
     if the Distributor and the Issuer decide that a change would be in the best
     interests of the Contractholder or Certificateholder.

5.   The Distributor may, at any time, upon written notice to the Broker, change
     any and all of the rates of Compensation set out herein.

6.   If the Issuer,  for any  reason,  refunds  any  Contributions,  or any part
     thereof,  on any Certificate,  any Compensation paid on the amount refunded
     shall be repaid to the Issuer by the Broker promptly and on demand.

7.   If  Contracts  or the Plan of any  participating  Employer  thereunder  are
     amended resulting in increased or additional Contributions, the Distributor
     will  determine  what  Compensation,  if any,  shall be paid to the  Broker
     because of such amendment.

8.   Any  indebtedness  of any kind due to the  Distributor  or Issuer  from the
     Broker may be offset against any amount due the Broker.

9.   No assignment of the Compensation  payable pursuant to this Agreement shall
     be valid unless it is accepted in writing by the Issuer and Distributor.

10.  Upon  notice  from a  participating  Employer  or  Contractholder  that  no
     additional  purchases  are to be made  through  the Broker or a  Registered
     Representative of the Broker, no further  Compensation under this Agreement
     shall be due and payable to the Broker as to said participating Employer or
     Contractholder.   Such  notice  shall  constitute  a  termination  of  this
     Agreement  as  to  such  participating  Employer  or  such  Contractholder.
     However, the Issuer or the Distributor reserves the right to change or stop
     payment  of any  Compensation  as a result of any  failure of the Broker to
     comply  with  federal  or stat  requirements,  or with  the  terms  of this
     Agreement.

                                     GENERAL

1.   The Broker shall have no  authority to incur any  liability or debt against
     the Distributor or the Issuer; accept risks or contracts of any kind; make,
     alter,  authorize or discharge any contract;  extend the time of payment of
     any  Contributions;  waive  payments;  fail to transmit  any  Contributions
     collected  promptly  to the  Distributor;  use  any  advertising  or  sales
     material  which  has  not  first  been  submitted  to and  approved  by the
     Distributor  and the Issuer;  no bind the  Distributor or the Issuer in any
     way.

2.   Any  modifications  of this  Agreement  must be in writing and signed by an
     authorized offer of the Distributor and the Issuer.

3.   This Agreement may be terminated by either the  Distributor,  the Broker or
     the  Issuer  upon  written  notice to the last  known  address of the other
     parties.

4.   This Agreement  supersedes and replaces any and all prior agreements of the
     Distributor  or the Issuer with the Broker on the subject of  Contracts  or
     other sale of them.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in triplicate on the date first above written.

 
                   __________________________________________________ ("Broker")

                   By ___________________________________________________



                      PRINCOR FINANCIAL SERVICES CORPORATION

                   By ___________________________________________________



                      PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                   By ___________________________________________________
     


GROUP ANNUITY CONTRACT

Principal Mutual Life Insurance Company
711 High Street
Des Moines, Iowa  50309



In consideration of the application for this contract made by 


                              the Contractholder)

and in  consideration  of  payment  of all  Contributions  provided  for in this
contract,  agrees to make  payments  to the person or persons  entitled  thereto
subject to the provisions of this contract.

This contract is delivered in _____________________________________.

Contributions  are directed into Separate Account C and are not guaranteed as to
fixed dollar amount but will increase or decrease in dollar amount, depending on
theinvestment performance of Separate Account C, as set out in this contract.

This contract is issued and accepted subject to all the terms set forth in it.

This contract is executed by Principal Mutual Life Insurance Company at its Home
Office  to  take  effect  as  of  the   _____________day  of   ________________,
19________, which is the contract date.


T. M Hutchison                                         G. David Hurd
Senior Vice-President,                                 President
General Counsel and Secretary                           


                        _______________________________
                                   Registrar


                   Date _____________________________________

                         GROUP CONTRACT NO. ___________
                    Group Annuity Contract - Pension Builder
                          With Pooled Separate Account
                               Variable Benefits
                                 Participating

                                For HR-10 Plans


GP A 5923

<PAGE>

                                TABLE OF CONTENTS

  ARTICLE I             DEFINITIONS

       Section  1 ----- Parties to this Contract
       Section  2 ----- Other Defined Terms

  ARTICLE II            CONTRIBUTIONS

       Section  1 ----- Contributions
       Section  2 ----- Types of Contributions
       Section  3 ----- Investment Direction
       Section  4 ----- Cessation of Contributions

  ARTICLE III           BEFORE RETIREMENT VALUES AND ACCOUNTING

       Section  1 ----- Separate Account C
       Section  2 ----- Unit Value
       Section  3 ----- Net Investment Factor
       Section  4 ----- Investment Accounts
       Section  5 ----- Administration Charge
       Section  6 ----- Separate Payment of Certain Charges
       Section  7 ----- Holding Accounts

  ARTICLE IV            ANNUITY BENEFITS

       Section  1 ----- Annuity Benefits
       Section  2 ----- Amount of Monthly Annuity Income
       Section  3 ----- Mortality and Expense Guarantees
       Section  4 ----- Additional Amounts of Monthly Annuity
       Section  5 ----- Cancellation of Annuity

  ARTICLE V             SUPPLEMENTARY BENEFITS

       Section  1 ----- Benefits Payable at Death
       Section  2 ----- Options for Benefits Payable at Death
       Section  3 ----- Proof of Death
       Section  4 ----- Cash Withdrawal Benefit
       Section  5 ----- Contingent Deferred Sales Charge

Tc;V-HR;8204

  ARTICLE VI            TRANSFERS AND LIMITATIONS

       Section  1 ----- Transfer to and from Associated Fixed Contract
       Section  2 ----- Transfers between Divisions
       Section  3 ----- Limitation on Payment or Transfer
       Section  4 ----- Limitation as to Participants
       Section  5 ----- Transfer to an Alternative Funding Agent

  ARTICLE VII           GENERAL PROVISIONS

       Section  1 ----- Certificates
       Section  2 ----- Beneficiary
       Section  3 ----- Dividends
       Section  4 ----- Contract
       Section  5 ----- Plan and Plan Amendments
       Section  6 ----- Alteration of Contract
       Section  7 ----- Amendments
       Section  8 ----- Contributions
       Section  9 ----- Misstatements
       Section 10 ----- Information,  Proofs and Determination of Facts 
       Section 11 ----- Modification  in Mode of Payment  of  Annuity  
       Section 12 ----- Commutation of Payments  
       Section 13 ----- Facility of Payment  
       Section 14 ----- Pronouns
       Section 15 ----- Assignment  
       Section 16 ----- Basis of Reserve  
       Section 17 ----- Substituted Securities 
       Section 18 ----- Ownership

Tc(2);V-HR;8204

                                    ARTICLE I

                                   DEFINITIONS

  SECTION 1--PARTIES TO THIS CONTRACT.  This contract is between the
Contractholder and Principal Mutual Life Insurance Company.

  Contractholder means the holder of this contract named on the face page.

  Principal  Mutual Life Insurance  Company will be referred to in this contract
as we, us, and our.

  SECTION 2--OTHER DEFINED TERMS.

  Administration Charge means the charge described in Article III, Section 5.

  Annuity Change Factor means the factor described in Article IV, Section 2.

  Annuity  Commencement  Date  means  the  date  annuity  income  payments  to a
Participant begin.

  Annuity  Reserve  Account  means the reserves  held for annuities in course of
payment in a Division of Separate Account C for a Series of Contracts.

  Associated Fixed Contract means Group Contract No.         issued by us to the
Contractholder.

  Code means the Internal  Revenue  Code of 1954 as amended and the  regulations
thereunder.  Reference  to the  Internal  Revenue  Code  means  such Code or the
corresponding  provisions  of any  subsequent  revenue code and any  regulations
thereunder.

  Contingent  Deferred  Sales  Charge  means the charge  described in Article V,
Section 5.

  Contract  Date means the date this  contract is effective as shown on the face
page.

  Contribution Year means the twelve-month  period which coincides with the Plan
Year.

  Contributions  means  contributions  for a Participant  under this contract as
described in Article II, Section 1.

  Division means the part of Separate Account C which is invested in shares of a
single Mutual Fund.

  Employer means

1--1,2;V-HR;8708

  Investment  Account  means  each  account  established  for a  Participant  as
described in Article III, Section 4.

  Investment  Account  Value  means the  value of an  Investment  Account  for a
Division which on any date will be equal to the number of units then credited to
such account  multiplied  by the Unit Value of this Series of Contracts for that
Division for the Valuation Period.

  Mutual Fund means a registered  investment company in which Separate Account C
invests.

  Net Investment  Factor means, for a Division,  the factor described in Article
III, Section 3.

  Normal  Income Form means the form of annuity  benefit which the Plan provides
if the Participant has not elected another form of benefit. If the Plan does not
specify a Normal Income Form,  this form will be Option D with a minimum  period
of 10 years for an  unmarried  Participant,  and  Option  G, with the  spouse as
contingent annuitant, for a married Participant.

  Normal  Retirement Date means the  Participant's  normal retirement date under
the Plan, as reported to us by the Plan administrator. If normal retirement date
is not specified in the Plan, a Participant's Normal Retirement Date will be the
first day of the month following his 65th birthday.

  Participant means a person who is a participant under the Plan and for whom an
Investment Account has been established under this contract.

  Plan means


  Plan Year means the accounting year of the Plan.

  Series of Contracts means

  Separate  Account C means Bankers Life Company Separate Account C as described
in Article III, Section 1.

  Termination of Employment means a Participant's termination of employment with
the Employer.

  Total and Permanent  Disability  means that a Participant is disabled,  as the
result of  sickness  or  injury,  so as to be  prevented  from  engaging  in any
substantial gainful activity,  and such total disability has been continuous for
a period of at least six months.  The Participant  must submit due proof thereof
which is acceptable to us.

1--2(2);V-HR;8708

  Trust means

  Unit Value means the value of a unit  credited to an  Investment  Account held
under this Series of  Contracts  for a Division  as  described  in Article  III,
Section 2.

  Valuation Date means the date on which the net asset value of a Mutual Fund is
determined.

  Valuation  Period means the period  between the time as of which the net asset
value of a Mutual Fund is determined  on one  Valuation  Date and the time as of
which such value is determined on the next following Valuation Date.

  Written  Notification  means  actual  delivery to us at our home office in Des
Moines,  Iowa of an appropriate  writing from the person or persons specified by
the Plan, on a form supplied or approved by us.

1--2(3);V-HR;8204

                                     ARTICLE II

                                    CONTRIBUTIONS

     SECTION  1--CONTRIBUTIONS.  A Contribution  for a Participant is all or any
part of the amount  determined  or allowed by the Plan to be paid to us for that
Participant.  Contributions  may be  paid  to us on any  date  on or  after  the
Contract Date.

  Contributions  in excess of those  determined  or  allowed by the Plan for the
current Plan Year can be paid to us only with our consent.

  All Contributions are payable directly to us at our home office in Des Moines,
Iowa and funds will not be treated as Contributions until so received by us.

     Contributions  will be reduced by the  amount of any  premium  taxes due on
such Contributions  before  being  credited in  accordance  with Article III,
Section 4.

  SECTION 2--TYPES OF CONTRIBUTIONS.  The following types of Contributions for a
Participant are acceptable under this contract, if permitted by the Plan:

     (a)  Required employee contributions.  This includes all contributions from
          the  Participant   which  the  Plan  requires  in  order  for  him  to
          participate or which are matched by the Employer contributions.

     (b)  Voluntary employee contributions. This includes all contributions from
          the Participant allowed by the Plan and not included in (a) above.

     (c)  Employer  contributions.  This  includes  all  Employer  contributions
          permitted or required by the Plan.

     (d)  Transfer   and/or   rollover   contributions.   This  includes   those
          contributions  not described in either (a), (b) or (c) above which the
          Plan  permits  or  which  it  requires  to be  held  separately  for a
          Participant.

     SECTION   3--INVESTMENT   DIRECTION.   Each  type  of  Contribution  for  a
Participant  may be directed to any number of Investment  Accounts  available as
described in Article III,  Section 4, as designated in Written  Notification  to
us.  Contributions  will be added to each  Investment  Account  in the amount or
percentage  specified  in the  Written  Notification  on file  with us.  Such
direction may be changed at any time by filing a new Written Notification.

     SECTION   4--CESSATION  OF  CONTRIBUTIONS.   For  any  Plan,  cessation  of
Contributions shall be effective as of any of the following dates:

2--1,2,3,4;V-HR;8708

     (a)  On  the  date  we  receive  Written  Notification  that  cessation  of
          Contributions is to occur.

     (b)  On the date the Plan terminates.

     (c)  On the date the Plan fails to meet the  requirements  of Code  Section
          401(a) for employees and owner-employees of the Employer.

     (d)  On the date no  Investment  Accounts  subject to the Plan remain under
          this contract.

     Upon cessation of  Contributions,  no other Plan  participants  will become
Participants  under this  contract,  and no further Plan  Contributions  will be
accepted by us.

     All provisions of this contract will remain  effective as to any Investment
Accounts which have not been paid or applied in full.

  Once all  Investment  Accounts have been paid or applied in full, we will have
no further obligation in regard to such accounts.

2--4(2);V-HR;8204



                                   ARTICLE III

                     BEFORE RETIREMENT VALUES AND ACCOUNTING

     SECTION  1--SEPARATE  ACCOUNT C. We have  established  and will  maintain a
separate account called Principal Mutual Life Insurance Company Separate Account
C (Separate  Account C). All amounts credited to Separate Account C will be used
to purchase  shares,  at net asset value, of such Mutual Fund or Mutual Funds as
directed by Written  Notification.  Any and all  distributions  made by a Mutual
Fund in respect of its shares held by Separate  Account C will be  reinvested in
additional  shares  of such  Mutual  Fund,  at net  asset  value.  Payments  and
transfers from Separate  Account C may be effected by redeeming all or a part of
the shares of a Mutual Fund or Mutual Funds, at net asset value,  equal in total
value to the  amount to be paid or  transferred.  We  expect  to invest  all the
amounts  credited to Separate  Account C in shares of the Mutual Funds available
as directed  by Written  Notification.  However,  we reserve the right to change
investments as provided in Article VII, Section 17.

  Amounts which will be credited to Separate  Account C include  amounts held in
connection with this contract and other contracts we designate as  participating
in  Separate  Account  C, and  amounts  which are  credited  to it by us for the
purpose of maintaining reserves for variable annuity benefits.

     All income,  gains and losses,  whether or not realized,  and expenses with
respect  to the assets of  Separate  Account C shall be  credited  to or charged
`against Separate  Account C without regard to any other income, gains or losses
or  expenses.  The assets of  Separate  Account C shall not be charged  with any
liabilities arising out of any other business conducted by us.

  Any taxes or reserves for taxes we determine  to be  attributable  to Separate
Account C will be charged against Separate Account C by us.

  In  addition,  all income,  gains and  losses,  whether or not  realized,  and
expenses  with  respect  to a  Division  of  Separate  Account C for a Series of
Contracts  shall be credited  to or charged  against  such  Division of Separate
Account C for that  Series of  Contracts  without  regard  to  income,  gains or
losses, or expenses of any other Division of Separate Account C. The assets of a
Division of Separate  Account C for a Series of  Contracts  shall not be charged
with any liabilities arising out of any other Division of Separate Account C.

  We shall be the sole owner of all funds received under this contract.

     SECTION  2--UNIT  VALUE.  The Unit  Value for a Series of  Contracts  which
invests in a Division  of  Separate  Account C is the basis of  determining  the
value of that  portion of the  interest  of each  person  having an  interest in
Separate Account C. The Unit Value for each Series of Contracts in each Division
is determined on each date on which the net asset value of its underlying Mutual
Fund is determined.

3--1,2;V-HR;8204

  The Unit Value for a Series of  Contracts  which  invests in a Division  for a
Valuation Period is the value determined as of the end of such period.  The Unit
Value for a Series of  Contracts  for each  Division  was fixed at $1.00 for the
Valuation  Period  in which  the first  amount  of money  was  credited  to that
Division of Separate Account C for that Series of Contracts.  The Unit Value for
any later  Valuation  Period for a  Division  is equal to its Unit Value for the
immediately  preceding  Valuation Period multiplied by the Net Investment Factor
for such Division for such later Valuation Period.

     SECTION 3--NET INVESTMENT  FACTOR. The Net Investment Factor for a Division
for this Series of Contracts for any specified Valuation Period is equal to

     (a)  the  quotient  obtained by dividing (i) the net asset value of a share
          of its Mutual Fund as of the end of such  Valuation  Period,  plus the
          per share  amount of any dividend or other  distribution  made by such
          Mutual Fund during such  Valuation  Period,  (less an  adjustment  for
          taxes,  if any,  referred to in Section 1 of this Article) by (ii) the
          net asset  value of a share of such  Mutual  Fund as of the end of the
          immediately preceding Valuation Period,

                                     reduced by

     (b)  a mortality  and expense  risks  charge of a number  equal to a simple
          interest rate for the number of days within such  Valuation  Period at
          an annual rate of 1.4965%.

     The amounts  derived from applying the rate specified in  subparagraph  (b)
above and the amount of any taxes referred to in subparagraph  (a) above will be
accrued daily and will from time to time be transferred  from Separate Account C
at our discretion.

     The net asset value of a share of a Mutual Fund is determined  and reported
by such Mutual Fund or its agent.

     SECTION  4--INVESTMENT  ACCOUNTS. An Investment Account will be established
for each  Participant for each type of Contribution to each Division of Separate
Account  C under  this  contract.  We will  maintain  each of  these  Investment
Accounts  for each  Participant  until the  Investment  Account  Value is either
applied to effect variable annuity benefits for the Participant,  or paid to the
Participant or his  beneficiary or transferred in accordance with the provisions
of this contract.

     Each  Contribution of each type for a Participant shall be allocated to the
Division or  Divisions  of  Separate  Account C in  accordance  with the Written
Notification  on file  with us and  shall  result  in a credit  of units for the
appropriate  Investment  Account  of the  Participant.  The  number  of units so
credited  shall be  determined  by  dividing  the  portion  of the  Contribution
allocated to a Division by the Unit Value for such  Division  for the  Valuation
Period within which the Contribution was received by us.

3--3,4;V-HR;8301

     Units shall remain  credited to each  Investment  Account of a  Participant
until cancelled for one of the following:

     (a)  Application to effect a variable annuity for the Participant.

     (b)  Payment  of a  single  sum  cash  benefit  to the  Participant  or his
          beneficiary.

     (c)  Transfer or adjustment of the value of such account,  according to the
          terms of this contract.

     (d)  Payment of the Contingent  Deferred Sales Charge  described in Article
          V, Section 5.

     (e)  Payment of the  Administration  Charge  described in Section 5 of this
          Article.

     SECTION 5--ADMINISTRATION CHARGE. An Administration Charge will be deducted
once each Contribution Year proportionately from the Investment Accounts of each
Participant and will be equal to the sum of (a) and (b):

     (a)  $25.

     (b)  The  Participant's  proportionate  share  of  an  amount  equal  to  a
          percentage  of the  total  value  of all  Investment  Accounts  of all
          Participants  in the Plan  under  this  contract  equal to 1/2% of the
          first $50,000 in such accounts.

     If accounts are established for a Participant  under both this contract and
the Associated Fixed Contract,  the charges determined above will be apportioned
among such  Participant's  accounts under both contracts  based on the values of
such accounts thereunder.

     The  Administration  Charge applicable to each Participant will be deducted
from his Investment Accounts on the earlier of (i) the date such account is paid
or applied in full or (ii) the last day of the Contribution Year. Such deduction
will be effected by cancelling a number of units in each  Investment  Account of
the Participant equal to its proportionate  share of the  Administration  Charge
divided by the Unit Value for the Series of  Contracts  for the Division for the
Valuation Period in which the charge is made.

     A pro rata Administration  Charge will be made for any fractional part of a
Contribution Year of a Participant.

     SECTION 6--SEPARATE PAYMENT OF CERTAIN CHARGES. An Employer may, by written
agreement with us, agree to pay separately the Administration  Charge set out in
Section 5 of this Article for Participants who are employees of such Employer.

3--5,6;V-HR;8204

     We shall  notify the Employer in writing of the amount of such charges when
due. Such charges shall be payable  within 30 days after such notice at our home
office  in Des  Moines,  Iowa.  Failure  of an  Employer  to pay  these  charges
separately  shall  result  in  deduction  of such  charges  from the  Investment
Accounts of such Participants as outlined in Section 5 of this Article.

     An  Employer  may  revoke  his  written   agreement   with  us  by  Written
Notification.  Such notice will be effective on the later of the date we receive
it or the date specified in such written notice.

     SECTION 7--HOLDING  ACCOUNTS.  When we receive Written Notification that an
event has occurred which requires that an Investment Account of a Participant be
reduced by the  vesting  provisions  of the Plan,  we will reduce the account or
accounts  affected  to the amounts  specified.  The  amounts  deducted  from the
Participant's  account(s)  will be held in a Holding  Account until such amounts
become  forfeitures  under the Plan. A Holding  Account will be held in the same
Division of Separate Account C as the Participant's Investment Account was.

     As  forfeitures,   Holding  Account  values  will  be  allocated  to  those
Participants  entitled  to them  under  the Plan.  Any  amounts  allocated  to a
Participant will be considered a Contribution for him on the date allocated.  If
the Plan is a pension  plan,  amounts  allocated  under this  Section will be an
offset to the  earliest  Employer  Contribution  made under the Plan on or after
such date.

3--7;V-HR;8204



                                   ARTICLE IV

                                ANNUITY BENEFITS

     SECTION 1--ANNUITY  BENEFITS.  Each of a Participant's  Investment Accounts
will be  applied  to  provide  annuity  income  for him under any option of this
Section as long as the annuity to be provided  conforms to Plan  provisions  and
complies with the following:

     (a)  The amount  available  to  provide  an annuity  income may be all or a
          portion of the amount  available  under the Plan, as reported to us by
          the  Employer or trustee of the Plan.  The vested  Investment  Account
          Value  of each  Investment  Account,  determined  as of the end of the
          Valuation   Period  one  month   before  the   Participant's   Annuity
          Commencement  Date,  will be applied to effect a variable  annuity for
          him. Each such amount will be  transferred  on the date such value was
          determined to the Annuity Reserve Account for the Division of Separate
          Account C in which the Investment Account was maintained.

     (b)  We must receive  Written  Notification to provide annuity income for a
          Participant before his Annuity Commencement Date can occur.

     (c)  However,  if no Written  Notification  has been received by us after a
          Participant's  Termination  of  Employment  and  before  his Normal
          Retirement  Date, we will convert his  Investment  Accounts to provide
          annuity  income  starting on his Normal  Retirement  Date. The form of
          annuity will be the option elected by the Participant.

     (d)  The Annuity  Commencement  Date for a Participant shall be the April 1
          following the end of the calendar year in which he attains age 70 1/2,
          unless some earlier Annuity Commencement Date has been selected.

     (e)  If no  optional  form of  income  is  elected  before a  Participant's
          Annuity Commencement Date, the Normal Income Form will be provided.

     (f)  The amount applied for the Participant must be at least $1,750.

     (g)  The  form of  annuity  and the  person  named as  contingent  or joint
          annuitant (if any) cannot be changed after the  Participant's  Annuity
          Commencement Date.

     In lieu of any annuity  benefits under this Article,  a Participant may, if
not restricted by the Plan,  elect a cash benefit in accordance  with Article V,
Section 4.

     Any of the options  described below may be chosen as the form of income for
annuity benefits, provided it meets either one of the following tests:

4--1;V-HR;8708

     (a)  No  benefits  are  provided  which  extend  beyond  the  life  of  the
          Participant or the lives of the Participant and his spouse.

     (b)  No benefits  are provided  which extend over a period  longer than the
          life  expectancy  of the  Participant  or the life  expectancy  of the
          Participant and his spouse.

  Option D--Life  Annuity with Minimum  Period.  This provides  monthly  annuity
  income to the Participant,  starting on his Annuity Commencement Date, for the
  minimum period elected and continuing for the lifetime of the Participant. The
  minimum  period  may  be 0,  5,  10,  15 or 20  years  or the  period  (called
  installment  refund  period)  required  for the sum of all income  payments to
  equal the amount applied,  assuming all payments are in the same amount as the
  initial payment. In choosing this option, we must have Written Notification of
  the  length  of the  minimum  period  and the  beneficiary  designated  by the
  Participant.

  Option  E--Joint and  Survivor  Annuity with  Minimum  Period.  This  provides
  monthly annuity payments  starting on the Participant's  Annuity  Commencement
  Date, for a minimum period of 10 years, and continuing for the joint lifetimes
  of the  Participant  and  the  joint  annuitant  named  in the  election,  and
  continuing after the death of either payee, in the amount that would have been
  payable to them jointly, for the lifetime of the survivor.  If both payees die
  before the end of the minimum period,  the remaining  payments for the minimum
  period will be paid to the Participant's beneficiary. In choosing this option,
  we must have Written  Notification of the name, date of birth,  and sex of the
  joint annuitant and the beneficiary designated by the Participant.

  Option F--Joint and Two-Thirds  Survivor Life Annuity.  This provides  monthly
  annuity payments, starting on the Participant's Annuity Commencement Date, for
  the joint  lifetimes of the  Participant  and the joint annuitant named in the
  election.  At the death of either  payee,  two-thirds of the amount that would
  have been payable had both  survived will be continued to the survivor for his
  lifetime.  In choosing this option,  we must have Written  Notification of the
  name, date of birth, and sex of the joint annuitant.

  Option  G--Life  Annuity with One-Half  Survivorship.  This  provides  monthly
  annuity payments to the Participant, starting on his Annuity Commencement Date
  and  continuing  for his  lifetime.  If the  Participant  dies on or after his
  Annuity  Commencement Date,  one-half of the monthly annuity will be continued
  to the contingent annuitant for the lifetime of the contingent  annuitant.  In
  choosing this option,  we must have Written  Notification of the name, date of
  birth, and sex of the contingent annuitant.

  Options  other  than  those  set out above may be made  available  by  written
agreement between the Participant and us.

4--1(2);V-HR;8204

     SECTION 2--AMOUNT OF MONTHLY ANNUITY INCOME. For each Investment Account of
a  Participant,  the initial amount of monthly  annuity income  provided by each
$1,000  applied  under  Section  1 of  this  Article,  after  reduction  for any
applicable  premium tax, shall be determined by us based on the option  selected
and on the sex and age of the Participant and his joint or contingent annuitant,
if any, on his Annuity  Commencement  Date. The initial  monthly  annuity income
payment  will  be  determined  on the  basis  of the  annuity  conversion  rates
applicable  on such date to such  conversions  under all contracts of this class
issued by us.  However,  the  annuity  conversion  rates will not  provide  less
initial monthly  annuity income than the conversion  rates shown on Table 1. The
amount of each subsequent  monthly annuity income payment shall be determined by
multiplying  the payment for the preceding  calendar month by the Annuity Change
Factor for such month for the Division of Separate  Account C for this Series of
Contracts in which the Annuity Reserve Account is maintained.

  Annuity Change Factor for any Division for a Series of Contracts for any given
calendar month is the quotient of (a) divided by (b) below:

     (a)  The number  which  results  from  dividing (i) the Unit Value for such
          Division for the first  Valuation Date in the calendar month beginning
          one month before such given  calendar month by (ii) the Unit Value for
          such  Division  for the first  Valuation  Date in the  calendar  month
          beginning two months before such given calendar month.

     (b)  An amount equal to one plus the effective interest rate for the number
          of days between the two Valuation Dates specified in subparagraph  (a)
          above at the interest rate assumed to determine the initial payment of
          variable benefits to such Participant.

     The amount of each monthly  payment to a  beneficiary  (entitled to monthly
payments  for the  remainder  of the  minimum  period  after  the  death  of the
Participant),  to the survivor payee after the death of one payee under Option E
or F, or the contingent annuitant under Option G shall be the same as would have
been payable to the Participant or joint payees, if living, with monthly changes
based on the Annuity Change Factors  applicable,  except that any payment to the
survivor  payee under Option F will be two-thirds of the payment that would have
been  payable  if both  payees  were  living and any  payment to the  contingent
annuitant  under  Option G will be one-half of the payment  that would have been
made to the Participant, if living.

     SECTION  3--MORTALITY AND EXPENSE  GUARANTEES.  The mortality table and the
expense  margins  which are factors in  determining  the amounts of the periodic
payments of annuity benefits in course of payment are guaranteed.  Variations in
the dollar amount of such payments are entirely  dependent  upon the  investment
performance of the Division of Separate  Account C in which the Annuity  Reserve
Account is maintained.

     We will,  at least  once each  year,  make any  transfer  of funds from our
general  account to the  Annuity  Reserve  Account of each  Division of Separate
Account C, or from the Annuity Reserve Account of each Division of such Separate
Account to our general account,


4--2,3;V-HR;8205

so that the assets of the Annuity  Reserve  Account of each Division of Separate
Account  C shall be equal to the total of our  liabilities  for  annuity  income
benefits  payable from each Division of Separate Account C, all as we determine.
The effect of such  transfer  is to adjust the Annuity  Reserve  Account of each
Division  of  such  Separate  Account  for the  difference  between  the  actual
mortality and expense  experience since the last such transfer and the mortality
and expense assumptions used in the conversion rates for annuity income payments
from such Division.

     SECTION 4--ADDITIONAL AMOUNTS OF MONTHLY ANNUITY. If the Plan requires that
Contributions are to be made for a Participant after his Annuity  Commencement
Date,  each such  Contribution  will be applied to  provide  additional  monthly
annuity income for such Participant.

     SECTION  5--CANCELLATION OF ANNUITY.  If we receive a Written  Notification
which  reports  that the  monthly  income  payments to a  Participant  are to be
reduced  pursuant to the  provisions of the Plan in effect on the  Participant's
Annuity  Commencement  Date,  then the  portion  of such  Participant's  monthly
annuity income specified will be cancelled.

     The reserve for any annuity  cancelled in accordance with this Section will
be treated as a forfeiture and allocated in accordance with Article III, Section
7.

4--4,5;V-HR;8204

                                    ARTICLE V

                             SUPPLEMENTARY BENEFITS

     SECTION  1--BENEFITS PAYABLE AT DEATH. If the death of a Participant occurs
prior to his Annuity  Commencement  Date, we will,  upon receipt of due proof of
death,  treat such  Participant's  Investment  Account Values as provided in his
Written Notification. The Participant may choose one of the following methods:

     (a)  We will cancel all units in the Investment Accounts of the Participant
          and transfer the value to the Associated  Fixed  Contract.  The amount
          transferred  from each  such  account  will be equal to the  number of
          units  cancelled  multiplied  by the Unit  Value for its  Division  of
          Separate  Account B for the Valuation Period in which the cancellation
          is effective.

     (b)  We will  establish  Investment  Accounts  for the  beneficiary  of the
          Participant to hold the Investment Account Values of the Participant.

     The  provisions of this Section are subject to the  provisions of Section 2
of this Article.

     SECTION  2--OPTIONS FOR BENEFITS  PAYABLE AT DEATH. In lieu of treating the
Participant's  Investment  Account Values as shown in Section 1 of this Article,
we may pay all or part of such Investment Account Values to the beneficiary in a
single  sum.  If (a) of Section 1 of this  Article  is the method  chosen by the
Participant,  the Written Notification from the beneficiary must be given before
the date such  transfer is to be  effective.  Such  payment  will be made within
seven days after we receive such Written Notification.

     By Written Notification to us, a beneficiary may:

     (a)  Elect to have all or a portion  of the amount  available  to him under
          the  Associated  Fixed Contract  transferred  to this  contract.  This
          amount  transferred  will  establish   Investment  Accounts  for  such
          beneficiary.

     (b)  Elect to have all or a portion  of the amount  available  to him under
          this  contract  (if (b) of Section 1 of this  Article is in effect for
          him) transferred to the Associated Fixed Contract.

     If the  beneficiary  chooses  to  transfer  all or a portion  of the amount
available to him under this contract to the Associated  Fixed Contract,  we will
treat such beneficiary as if he were a Participant and the provisions of Article
VI, Section 1, Subsection (a) will apply.

5--1,2;V-HR;8301

     If Investment  Accounts are  established  for a beneficiary,  the following
will apply:

     (c)  The  value of the  Investment  Accounts  established  must be at least
          $1,750 or or we may, at our option,  pay the  beneficiary the value of
          such accounts in lieu of all other benefits as to such accounts.

     (d)  Any annuity income  payable will be in the form of a lifetime  annuity
          income  which  does  not  provide  benefits  beyond  the  life or life
          expectancy  of the  beneficiary.  The  beneficiary  must be a  natural
          person if a lifetime income is elected.

     (e)  The  beneficiary  must begin to receive annuity income payments in the
          form of an immediate annuity immediately distributed,  or must receive
          a single sum payment not later than five years after the Participant's
          death.

     (f)  The amount of monthly annuity income payments must be at least $20 for
          a beneficiary  to choose to receive  annuity income  payments.  If the
          Investment  Accounts would provide less, we may, at our option pay the
          beneficiary  the value of such accounts in lieu of all other  benefits
          as to such accounts.

     If Investment  Accounts are established for a beneficiary,  we will furnish
the beneficiary with a writing explaining the details.

     SECTION  3--PROOF  OF DEATH.  We will  accept as proof of death a certified
copy  of a  death  certificate,  a  certified  copy of a  decree  of a court  of
competent  jurisdiction  as to the finding of death,  a written  statement  by a
medical doctor who attended the deceased  during his last illness,  or any other
proof that is satisfactory to us.

     SECTION  4--CASH  WITHDRAWAL  BENEFIT.  By  Written   Notification  and  if
permitted  by the Plan,  we will pay to a  Participant  all or a portion  of the
vested  portion of his Investment  Accounts under this contract,  subject to the
following:

     (a)  The Participant's  vested Investment Account Values will be determined
          at the end of the Valuation Period in which we receive the request and
          will be paid to the Participant within seven days after the request is
          received.  We may  require  that any  request  be  accompanied  by the
          certificate issued to the Participant under Article VII, Section 1.

     (b)  Any payment shall be subject to the  limitations  contained in Article
          VI. In addition,  no more than two partial payments shall be made in a
          twelve month period without our express consent.

     (c)  The amount  available  will be subject  to the  Administration  Charge
          contained in Article III, Section 5.

     (d)  The amount  available may be subject to the Contingent  Deferred Sales
          Charge, as described in Section 5 of this Article.

5--3,4;V-HR;8301

     Any payment made under this Section  will result in the  cancellation  of a
number of units in each Investment Account of the Participant from which payment
is made.  The number of units  cancelled  from such account will be equal to the
amount  paid from it  divided  by the Unit Value for its  Division  of  Separate
Account C for the Valuation Period in which the cancellation is effective. Units
shall also be cancelled to cover any charges assessed under (c) and (d) above.

     SECTION 5--CONTINGENT DEFERRED SALES CHARGE. Any payment to or on behalf of
a Participant  under  Section 4 of this  Article,  or Article VI,  Section 5,
except on account of the Participant's Total and Permanent Disability,  shall be
subject to a Contingent  Deferred  Sales  Charge  equal to a  percentage  of the
amount being paid or transferred.  Such percentage will be determined  according
to the following table:

         Number of Contribution Years
            a Participant has been                   Contingent Deferred Sales
          covered under the contract                     Charge Percentage
                    Less than  1                                7.0%
              1 but less than  2                                6.3
              2 but less than  3                                5.6
              3 but less than  4                                4.9
              4 but less than  5                                4.2
              5 but less than  6                                3.5
              6 but less than  7                                2.8
              7 but less than  8                                2.1
              8 but less than  9                                1.4
              9 but less than 10                                 .7
              10 or more                                          0

     The amount of any  Contingent  Deferred Sales Charge will be an application
from the Investment  Account of a Participant at the end of the Valuation Period
in which the transfer or  withdrawal  is  effective.  Such  application  will be
effected by a cancellation  of a number of units in such account.  If the sum of
the  amount to be paid out or  transferred  and the  Contingent  Deferred  Sales
Charge would be greater than the Participant's Investment Account, we will apply
all of the  Investment  Account  and the  amount  paid out or  transferred  will
reflect such charge.

     For a Participant,  the amount of Contingent Deferred Sales Charge deducted
will be limited,  however,  so that the amount of such charge shall never exceed
9% of the  Contribution  to which the  charge  relates.  For this  purpose,  any
payments  under Section 4 of this Article or under Article VI, Section 5 will be
related to Contributions on a first in, first out basis.

5--5;V-HR;8301



                                   ARTICLE VI

                            TRANSFERS AND LIMITATIONS

   SECTION 1--TRANSFER TO AND FROM ASSOCIATED FIXED CONTRACT.

     Subsection  (a)--Transfer to Associated Fixed Contract. All or a portion of
the value of any of a  Participant's  Investment  Accounts may be transferred to
the Associated  Fixed Contract at any time at least one month before his Annuity
Commencement  Date by Written  Notification to us. Transfer will be effective as
of the end of the  Valuation  Period  in  which  such  Written  Notification  is
received and will be made within seven days after such request is received.  Any
amount  transferred   pursuant  to  this  subsection  (a)  will  result  in  the
cancellation  of units in such account or accounts of the  Participant as of the
effective  date of transfer.  The number of units  cancelled  from an Investment
Account will be equal to the amount transferred from such account divided by the
appropriate  Unit Value for the Division  for this Series of  Contracts  for the
Valuation Period in which the transfer is effective. The amount transferred will
be credited to the Participant under the Associated Fixed Contract in accordance
with the provisions of such contract.

     Transfer under this  subsection (a) is subject to any limitation in Section
3 of this Article. In addition, no more than two such transfers may be made in a
twelve-month period without our express consent.

     Subsection  (b)--Transfer from Associated Fixed Contract.  All or a portion
of the proceeds  available to a Participant  under the Associated Fixed Contract
may be  transferred  to one or more of his  Investment  Accounts  under  this
contract at any time at least one month before his Annuity  Commencement Date by
Written  Notification  to us. The amount and date of any such  transfer  will be
determined in accordance  with the provisions of the Associated  Fixed Contract.
Transferred  amounts will be treated as a Contribution  for such  Participant on
the date of transfer and credited in accordance  with his investment  direction,
as described in Article II, Section 3.

     SECTION 2--TRANSFERS BETWEEN DIVISIONS.  By Written Notification to us, all
or a portion of the value of one of a Participant's  Investment  Accounts may be
transferred  to any  other  of his  Investment  Accounts  for the  same  type of
Contribution  at any time at least one month  before  his  Annuity  Commencement
Date,  but no more than two transfers out of any one  Investment  Account may be
made in a twelve month period without our express consent.  The transfer will be
effective  as of the end of the  Valuation  Period  in  which  such  request  is
received and will be made within seven days after such request is received.  Any
amount  transferred  under this Section will result in the cancellation of units
in the Investment Account from which transfer occurs as of the effective date of
transfer.  The number of units  cancelled from such  Investment  Account will be
equal to the amount  transferred  from such account divided by the Unit Value of
such Division

6--1,2;V-HR;8204

for a Series of  Contracts  for the  Valuation  Period in which the  transfer is
effective.  The  transferred  amount will be treated as a Contribution  for such
Participant to the Investment  Account specified in the Written  Notification on
the date of transfer.

     Transfer  under this Section is subject to any  limitation  in Section 3 of
this Article.

     SECTION 3--LIMITATION ON PAYMENT OR TRANSFER.  The date on which any amount
is to be paid or  transferred  under this  contract may be deferred by us during
any period that the right to redeem Mutual Fund shares is suspended as permitted
under the provisions of the  Investment  Company  Act of 1940 which may be in
effect from time to time.  If any deferment of payment or transfer is effective,
and if said payment or transfer has not been  cancelled by Written  Notification
to us within the period of deferment, the amount to be paid or transferred shall
be determined as of the first  Valuation  Date  following the  expiration of the
permitted deferment,  and the payment or transfer will be made within seven days
thereafter.  We will  notify  the  Employer  and  Participant  in  event  of any
deferment under the provisions of this Section.

     SECTION  4--LIMITATION  AS TO  PARTICIPANTS.  If at  any  time  BLC  Equity
Management  Company is not the  investment  manager of the Mutual Fund or Mutual
Funds in which Separate Account C is invested, we may give written notice to the
Contractholder  that no further persons may become covered as Participants under
this contract.

     SECTION 5--TRANSFER TO ALTERNATE FUNDING AGENT. By Written  Notification to
us, the value of all of the Investment  Accounts of the  Participants  of a Plan
may be transferred to an Alternate Funding Agent.  Subject to any limitations in
this Article, the value of such Investment Accounts will be determined as of the
end of the Valuation  Period in which we receive such Written  Notification  and
will be transferred within seven days of the date of receipt.

     Any amounts  transferred  under this Section will be subject to the charges
contained in Article V, Section 5. Any such transfer  shall be an application of
the amounts  transferred and shall be in lieu of any other benefits payable from
such accounts.

     Alternate Funding Agent means an insurance company or trustee designated by
the  Written  Notification  and  authorized  to  receive  any  amount or amounts
transferred  under this Section as to a Participant or Participants and to apply
such  amount  or  amounts  for the  exclusive  benefit  of such  Participant  or
Participants  under a plan which continues to meet the requirements of the Code,
without any obligation on our part as to such application.

     6--3,4,5;V-HR;8204

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION  1--CERTIFICATES.  We will  issue to each  Plan  administrator  for
delivery to each Participant an individual certificate setting forth a statement
as to the  benefits  to which  such  Participant  is  entitled  and to whom such
benefits are payable.  If benefits become payable to a Participant  under one of
the options of Article IV,  Section 1, we shall issue a  superseding  individual
certificate  setting forth the amount, form and period of payment of the monthly
annuity benefits.

     SECTION  2--BENEFICIARY.  The  beneficiary is the person or persons to whom
proceeds  (other  than any  monthly  annuity  payable  to a joint or  contingent
annuitant  under provisions of Article IV,  Section 1) are  payable  upon the
death of the  Participant,  subject  to the  provisions  of  Section  13 of this
Article.  A  Participant  shall  name such  beneficiary,  or may  change a named
beneficiary,  by executing and filing a written  designation to that effect with
us,  but  such  designation  will not be  effective  until we  receive  it.  The
designation,  when  received,  will be effective as of the date it was executed,
but any  payment  made by us prior to receipt of such  designation  shall  fully
discharge us to the extent of such payment.  We reserve the right to require the
Participant's certificate for endorsement of any change of beneficiary.

     If annuity benefits become payable to any Participant under Option D and if
the death of the  Participant  occurs before he has received all of the payments
for the minimum period  provided for under Option D, any remaining  payments for
the  balance  of such  period  shall  be paid  when  due to the  beneficiary  or
beneficiaries  then surviving;  provided,  however,  that each beneficiary shall
have the right to request in writing and receive the commuted  value of any such
remaining payments due him in one sum.

     If annuity benefits become payable to any Participant under Option E and if
the death of both the  Participant and the joint annuitant occur before payments
have been made for the minimum period of ten years,  any remaining  payments for
the  balance  of such  period  shall  be paid  when  due to the  beneficiary  or
beneficiaries  then surviving;  provided,  however,  that each beneficiary shall
have the right to request in writing and receive the commuted  value of any such
remaining payments due him in one sum.

     Unless otherwise specified by the Participant with our written consent,

     (a)  if any beneficiary  dies before the  Participant,  any monthly payment
          which would have become payable to such beneficiary,  if living,  will
          be payable when due to the beneficiary or beneficiaries  surviving the
          Participant in the order provided.

7--1,2;V-HR;8204

     (b)  if any beneficiary  survives the Participant but dies before receiving
          all of the monthly  payments  which would have become  payable to such
          beneficiary,  if  living,  payments  will  be  paid  when  due  to the
          surviving  beneficiary  or  beneficiaries  of such  Participant in the
          order provided.

     (c)  if the last survivor of all  designated  beneficiaries  dies following
          the death of the Participant  (and the joint or contingent  annuitant,
          if any) and before all  payments due the  beneficiary  have been made,
          the remaining payments will be commuted and the commuted value paid to
          the executor or administrator of the estate of the last survivor.

     If no designated  beneficiary  shall survive the Participant (and the joint
or  contingent  annuitant,  if any),  then any  amounts  which would have become
payable to a designated  beneficiary  shall be commuted  and the commuted  value
shall be paid to the executor or  administrator of the estate of the Participant
(the  executor  or  administrator  of the  estate  of any  joint  or  contingent
annuitant, if he survives the Participant).

     SECTION  3--DIVIDENDS.  The  proportion of the divisible  surplus,  if any,
which we determine  to accrue on this  contract  for each  Participant  shall be
ascertained  annually by us and shall be apportioned  by addition  (prior to the
close of the calendar year in which the dividend is declared) to the  Investment
Accounts  of the  Participants  as a  Contribution.  NOTE:  Due  to  the  direct
crediting of investment  results,  it is not anticipated that any dividends will
ever be paid under this contract.

     SECTION   4--CONTRACT.   This   contract   and  the   application   of  the
Contractholder, a copy of which is attached to and made a part of this contract,
shall constitute the entire contract  between the parties.  Except to the extent
specified  in this  contract,  we are not a party to nor  bound by any  trust or
plan.

     SECTION  5--PLAN AND PLAN  AMENDMENTS.  The Employer or trustee of the Plan
agrees to furnish us with a copy of the Plan in effect on the date this contract
is effective for such Employer and any subsequent amendments to it. No amendment
to the Plan which  affects our duties and  obligations  will be effective  under
this  contract if we notify the  Employer or trustee of the Plan in writing that
such change is  unacceptable to us. We will notify an Employer or trustee of the
Plan within 60 days after we receive an amendment if it is unacceptable.

     SECTION  6--ALTERATION  OF  CONTRACT.  Only  our  corporate  officers  have
authority  to  alter  this  contract  or to  waive  any  of  its  provisions  or
requirements.

     SECTION  7--AMENDMENTS.  We  reserve  the  right to amend  or  change  this
contract as follows:

     (a)  Any or all of the  contract  provisions  may be  changed  at any time,
          including  retroactive  changes,  to the extent  necessary to meet the
          requirements  of any  law or  regulation  issued  by any  governmental
          agency to which we are subject.

7--3,4,5,6,7;V-HR;8301  

     (b)  We may, as of any date after the  Contract  Date,  amend or change (i)
          the basis for determining  Investment  Account Values,  Net Investment
          Factors,  and  Annuity  Change  Factors;  (ii)  Table 1; and (iii) the
          provisions as to transfers contained in Article VI.

     (c)  The percentage  stated in Article III, Section 3(b), may be changed at
          any time at least one year after the Contract Date; provided, however,
          that such rate will in no event exceed 2.00% within the period of five
          years from the Contract  Date and will not be changed more  frequently
          than once in any one-year period.

     We will give  written  notice to the  Contractholder  of any change made in
accordance  with  subparagraph  (a) above and to each  Participant,  Employer or
trustee of the Plan affected by the change. In order for any amendment or change
in accordance with  subparagraph (b) or (c) above to become  effective,  we must
give written  notice to the  Contractholder  and each Employer or trustee of the
Plan whose  Participants  are affected by the change not less than 60 days prior
to the date the amendment or change is to take effect.

     This  contract  may also be amended or changed at any time as to any of its
provisions,  including those in regard to coverage,  benefits and  participation
privileges, by written agreement between the Contractholder (or any other person
or persons  designated by the  Contractholder)  and us. Such amendment or change
may be made  without the  consent of any  Participant,  beneficiary  or joint or
contingent annuitant.

     Any  amendment or change in  accordance  with this Section shall be binding
and  conclusive  on  each  Participant,   beneficiary  or  joint  or  contingent
annuitant, subject to the following limitations:

     (i)  No  amendment  or change  shall apply to  annuities  which were in the
          course of payment  prior to the  effective  date of the  amendment  or
          change except to the extent  necessary in making  changes  pursuant to
          subparagraph (a) above.

     (ii) No change in Table 1 which would provide less initial  monthly annuity
          income will take effect for a current Participant.

     SECTION  8--CONTRIBUTIONS.  We reserve the right to limit or refuse further
Contributions under this contract. We will give to the Contractholder and each
Participant  written notice at least 60 days before the date after which further
Contributions will be limited or refused by us.

7--8;V-HR;8301

     SECTION 9--MISSTATEMENTS.  If the age or sex of any Participant or joint or
contingent annuitant is found to have been misstated,

     (a)  the  amount of  annuity  payable  by us will be that  provided  by the
          amount  applied to provide  such  annuity,  determined  as of the date
          established  by the  misstated  information  and on the  basis  of the
          correct age and sex.

     (b)  the value of any  overpayment by us resulting  from any  misstatements
          will be deducted from amounts  thereafter  payable to the Participant,
          his joint or contingent annuitant or his beneficiary.

     (c)  the value of any  underpayment by us resulting from any  misstatements
          will be paid in full with the next  payment due the  Participant,  his
          joint or contingent annuitant or his beneficiary.

     SECTION 10--INFORMATION,  PROOFS AND DETERMINATION OF FACTS. We may require
evidence  of a  Participant's  age  and  the  age of  his  joint  or  contingent
annuitant,  if any, on or prior to his Annuity  Commencement  Date and any other
records,  data,  proofs or  additional  information  which,  in our opinion,  is
necessary for the administration of this contract.

     SECTION  11--MODIFICATION  IN MODE OF PAYMENT OF  ANNUITY.  If the  monthly
amount of the  annuity  payable at Annuity  Commencement  Date to a  Participant
under this contract  would be less than $20, we may, at our option,  pay in cash
the  value  of his  Investment  Accounts  in  full  settlement  of all  benefits
otherwise payable.

     SECTION  12--COMMUTATION  OF  PAYMENTS.  If any monthly  payments are to be
commuted,  the commuted  value of such payments  shall be determined by us using
the interest  rate which was used as a basis for  calculating  the amount of the
monthly payment at the time the annuity  payments began,  assuming level monthly
payments.

     SECTION  13--FACILITY OF PAYMENT.  If any Participant,  joint or contingent
annuitant or beneficiary  is physically or mentally  incapable of giving a valid
receipt for any payment due him and no legal  representative  has been appointed
for him, we may, at our  option,  make such  payment to the person or persons as
have,  in  our  opinion,   assumed  the  care  and  principal  support  of  such
Participant,  joint or  contingent  annuitant  or  beneficiary,  except that any
payment  due a minor  shall be paid at a rate not  exceeding  $100.00 per month.
However,  in no event will any such payment  exceed the maximum  amount  allowed
under applicable law of the state in which this contract is delivered.  Any such
payment made by us shall fully discharge us to the extent of such payment.

7--9,10,11,12,13;V-HR;8301

     SECTION 14--PRONOUNS. Masculine pronouns used in this contract include both
masculine and feminine gender unless the context indicates otherwise.

     SECTION 15--ASSIGNMENT. The Investment Accounts of a Participant under this
contract  and any  benefits  payable  under this  contract  to any  Participant,
beneficiary or joint or contingent  annuitant are not assignable nor may they be
pledged as security for any loan. All such accounts and benefits shall be exempt
from claims of creditors to the maximum extent permitted by law.

     SECTION 16--BASIS OF RESERVE.  The reserve of any annuity income under this
contract  shall  be  determined  by  us  on  the  same  interest  and  mortality
assumptions as were used to calculate the amount of each payment.

     SECTION  17--SUBSTITUTED  SECURITIES.  If shares of the Mutual Funds should
not be available or if, in our judgment,  investment in such shares is no longer
appropriate,  we may substitute for such shares or apply Contributions  received
after a date specified by us to the purchase of (i) shares of another registered
open-end  investment  company or (ii)  securities or other property as we in our
discretion shall select. In the event of any investment  pursuant to clause (ii)
above,  we may make such changes as in our judgment are necessary or appropriate
in the frequency and methods of  determination  of Unit Values,  Net  Investment
Factors,  Annuity Change Factors,  and Investment Account Values,  including any
changes in the  foregoing  which will  provide for the payment of an  investment
advisory fee to us; provided,  however, that any such changes shall be made only
after  approval by the  Insurance  Department of the State of Iowa. We will give
written notice to each  Participant of any  substitution  or change  pursuant to
this Section.

     Any  substitution  under  this  Section  17 is  subject  to the  rules  and
regulations of the Securities and Exchange Commission.

     SECTION  18--OWNERSHIP.  The  Contractholder  is  owner  of this  contract;
provided  however,  that if the Plan is trusteed,  the trustee(s) of the Plan is
sole owner of all the payments,  rights,  options, and privileges herein granted
or  made  payable  to any  Participant,  beneficiary,  or  joint  or  contingent
annuitant under this contract  before such  Participant's  Annuity  Commencement
Date.  This  includes,  without  limitation,  the right to  distribute  all or a
portion of the Participant's  Investment Accounts,  or ownership of these rights
in  respect  of such  accounts,  on or after the  Participant's  Termination  of
Employment;  but this does not  include the right to  designate a  Participant's
beneficiary  unless  such right has been  granted to the  trustee by the Plan or
trust.  The  trustee(s)  of the Plan is entitled to  exercise  all such  rights,
options,  and  privileges  and to receive all such payments at the time or times
specified in this contract that such payments,  rights,  options, and privileges
are  available to a  Participant.  Such exercise by the  trustee(s)  may be made
without the consent or participation of any Participant,  beneficiary,  or joint
or contingent annuitant.

7--14,15,16,17,18;V-HR;8204

<PAGE>
              Option D -- MONTHLY LIFE ANNUITY PER $1,000 APPLIED
             VARIABLE BENEFITS -- AMOUNT OF INITIAL MONTHLY PAYMENT

AGE OF PAYEE                       MINIMUM PERIOD
- ------------   --------------------------------------------------------
                           5         10       15        20        INST
MALE  FEMALE   NONE      YEARS     YEARS     YEARS     YEARS     REFUND
- ----  ------   ----      -----     -----     -----     -----     ------
  30      36   2.82      2.82      2.82      2.81      2.81      2.79
  31      37   2.84      2.84      2.84      2.84      2.83      2.82
  32      38   2.87      2.87      2.87      2.86      2.86      2.84
  33      39   2.90      2.89      2.89      2.89      2.88      2.87
  34      40   2.92      2.92      2.92      2.92      2.91      2.89
  35      41   2.95      2.95      2.95      2.95      2.94      2.92
  36      42   2.98      2.98      2.98      2.98      2.97      2.95
  37      43   3.02      3.02      3.01      3.01      3.00      2.98
  38      44   3.05      3.05      3.05      3.04      3.03      3.01
  39      45   3.09      3.09      3.08      3.08      3.07      3.04
  40      46   3.12      3.12      3.12      3.11      3.10      3.07
  41      47   3.16      3.16      3.16      3.15      3.14      3.11
  42      48   3.20      3.20      3.20      3.19      3.17      3.14
  43      49   3.25      3.25      3.24      3.23      3.21      3.18
  44      50   3.29      3.29      3.28      3.27      3.25      3.22
  45      51   3.34      3.34      3.33      3.31      3.29      3.26
  46      52   3.39      3.38      3.38      3.36      3.34      3.30
  47      53   3.44      3.44      3.43      3.41      3.38      3.34
  48      54   3.49      3.49      3.48      3.46      3.43      3.39
  49      55   3.55      3.54      3.53      3.51      3.48      3.43
  50      56   3.61      3.60      3.59      3.56      3.52      3.48
  51      57   3.67      3.66      3.65      3.62      3.58      3.53
  52      58   3.73      3.73      3.71      3.68      3.63      3.59
  53      59   3.80      3.79      3.77      3.74      3.68      3.64
  54      60   3.87      3.86      3.84      3.80      3.74      3.70
  55      61   3.95      3.94      3.91      3.87      3.80      3.76
  56      62   4.02      4.02      3.99      3.94      3.86      3.82
  57      63   4.11      4.10      4.07      4.01      3.92      3.89
  58      64   4.20      4.19      4.15      4.09      3.98      3.96
  59      65   4.29      4.28      4.24      4.17      4.05      4.03
  60      66   4.39      4.38      4.33      4.25      4.11      4.10
  61      78   4.50      4.48      4.43      4.33      4.18      4.18
  62      68   4.61      4.59      4.53      4.42      4.25      4.27
  63      69   4.73      4.71      4.64      4.51      4.32      4.35
  64      70   4.86      4.84      4.75      4.60      4.38      4.44
  65      71   5.00      4.97      4.87      4.70      4.45      4.54
  66      72   5.14      5.11      5.00      4.80      4.52      4.64
  67      73   5.30      5.26      5.13      4.90      4.58      4.74
  68      74   5.46      5.42      5.26      5.00      4.65      4.86
  69      75   5.64      5.59      5.40      5.10      4.71      4.97
  70      76   5.83      5.76      5.55      5.21      4.77      5.09
  71      77   6.03      5.95      5.70      5.31      4.83      5.22
  72      78   6.24      6.14      5.86      5.41      4.88      5.35
  73      79   6.46      6.35      6.02      5.51      4.93      5.49
  74      80   6.70      6.57      6.18      5.61      4.98      5.64
  75      81   6.95      6.80      6.35      5.71      5.02      5.79
  76      82   7.22      7.04      6.52      5.80      5.06      5.95
  77      83   7.51      7.30      6.70      5.89      5.09      6.12
  78      84   7.82      7.57      6.87      5.98      5.13      6.30
  79      85   8.15      7.85      7.05      6.06      5.15      6.49
  80      86   8.51      8.15      7.23      6.13      5.18      6.68

THE ABOVE RATES HAVE BEEN  COMPUTED ON THE BASIS OF (1) AN INTEREST RATE OF 2.5%
PER ANNUM AND (2) MORTALITY ACCORDING TO THE 1983 TABLE A FOR INDIVIDUAL ANNUITY
VALUATION  PROJECTED  WITH SCALE G TO THE YEAR 2020,  FEMALE SET BACK 6 YEARS IN
AGE, RATES FOR OTHER AGES WILL BE DETERMINED BY BANKERS LIFE COMPANY ON THE SAME
ACTUARIAL BASIS AS THE ABOVE RATES.
<PAGE>
<TABLE>
<CAPTION>
     OPTION E - MONTHLY JOINT AND SURVIVOR LIFE ANNUITY PER $1,000 APPLIED
             VARIABLE BENEFITS - AMOUNT OF INITIAL MONTHLY PAYMENT

__________________________________________________________________________________________________________
                                    AGE OF 1ST PAYEE - MALE
  AGE        55    56    57    58    59    60    61    62    63    64    65    66    67    68    69    70
__________________________________________________________________________________________________________
 2ND PAYEE                         AGE OF 1ST PAYEE - FEMALE 
MALE  FEMALE 61    62    63    64    65    66    67    68    69    70    71    72    73    74    75    76

<S>    <C>  <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C> 
  50   56   3.29  3.31  3.32  3.34  3.36  3.37  3.39  3.40  3.41  3.43  3.44  3.45  3.46  3.48  3.49  3.50
  51   57   3.32  3.34  3.35  3.37  3.39  3.41  3.42  3.44  3.45  3.47  3.48  3.49  3.51  3.52  3.53  3.54
  52   58   3.34  3.36  3.38  3.40  3.42  3.44  3.46  3.47  3.49  3.51  3.52  3.54  3.55  3.57  3.58  3.59
  53   59   3.37  3.39  3.41  3.43  3.45  3.47  3.49  3.51  3.53  3.55  3.57  3.58  3.60  3.62  3.63  3.65
  54   60   3.40  3.42  3.44  3.47  3.49  3.51  3.53  3.55  3.57  3.59  3.61  3.63  3.65  3.66  3.68  3.70
  55   61   3.42  3.45  3.47  3.50  3.52  3.54  3.57  3.59  3.61  3.63  3.65  3.67  3.69  3.71  3.73  3.75
  56   62   3.45  3.48  3.50  3.53  3.55  3.58  3.60  3.63  3.65  3.68  3.70  3.72  3.74  3.77  3.79  3.81
  57   63   3.47  3.50  3.53  3.56  3.59  3.61  3.64  3.67  3.69  3.72  3.74  3.77  3.79  3.82  3.84  3.86
  58   64   3.50  3.53  3.56  3.59  3.62  3.65  3.68  3.71  3.73  3.76  3.79  3.82  3.84  3.87  3.90  3.92
  59   65   3.52  3.55  3.59  3.62  3.65  3.68  3.71  3.75  3.78  3.81  3.84  3.87  3.90  3.93  3.95  3.98
  60   66   3.54  3.58  3.61  3.65  3.68  3.72  3.75  3.78  3.82  3.85  3.88  3.92  3.95  3.98  4.01  4.04
  61   67   3.57  3.60  3.64  3.68  3.71  3.75  3.79  3.82  3.86  3.90  3.93  3.97  4.00  4.04  4.07  4.10
  62   68   3.59  3.63  3.67  3.71  3.75  3.78  3.82  3.86  3.90  3.94  3.98  4.02  4.06  4.10  4.13  4.17
  63   69   3.61  3.65  3.69  3.73  3.78  3.82  3.86  3.90  3.95  3.99  4.03  4.07  4.11  4.16  4.20  4.23
  64   70   3.63  3.68  3.72  3.76  3.81  3.85  3.90  3.94  3.99  4.03  4.08  4.13  4.17  4.22  4.26  4.30
  65   71   3.65  3.70  3.74  3.79  3.84  3.88  3.93  3.98  4.03  4.08  4.13  4.18  4.23  4.28  4.32  4.37
  66   72   3.67  3.72  3.77  3.82  3.87  3.92  3.97  4.02  4.07  4.13  4.18  4.23  4.28  4.34  4.39  4.44
  67   73   3.69  3.74  3.79  3.84  3.90  3.95  4.00  4.06  4.11  4.17  4.23  4.28  4.34  4.40  4.45  4.51
  68   74   3.71  3.77  3.82  3.87  3.93  3.98  4.04  4.10  4.16  4.22  4.28  4.34  4.40  4.46  4.52  4.58
  69   75   3.73  3.79  3.84  3.90  3.95  4.01  4.07  4.13  4.20  4.26  4.32  4.39  4.45  4.52  4.58  4.65
  70   76   3.75  3.81  3.86  3.92  3.98  4.04  4.10  4.17  4.23  4.30  4.37  4.44  4.51  4.58  4.65  4.71
  71   77   3.77  3.82  3.88  3.94  4.00  4.07  4.13  4.20  4.27  4.34  4.41  4.49  4.56  4.63  4.71  4.78
  72   78   3.78  3.84  3.90  3.96  4.03  4.09  4.16  4.23  4.31  4.38  4.45  4.53  4.61  4.69  4.77  4.85
  73   79   3.80  3.86  3.92  3.98  4.05  4.12  4.19  4.26  4.34  4.41  4.49  4.58  4.66  4.74  4.83  4.91
  74   80   3.81  3.87  3.94  4.00  4.07  4.14  4.21  4.29  4.37  4.45  4.53  4.62  4.70  4.79  4.88  4.97
  75   81   3.82  3.89  3.95  4.02  4.09  4.16  4.24  4.32  4.40  4.48  4.57  4.66  4.75  4.84  4.94  5.03
__________________________________________________________________________________________________________
</TABLE>
                                                                  
THE ABOVE RATES HAVE BEEN  COMPUTED ON THE BASIS OF (1) AN INTEREST RATE OF 2.5%
PER ANNUM AND (2) MORTALITY ACCORDING TO THE 1983 TABLE A FOR INDIVIDUAL ANNUITY
VALUATION  PROJECTED  WITH SCALE G TO THE YEAR 2020.  FEMALE SET BACK 6 YEARS IN
AGE.  RATES FOR OTHER  COMBINATION  OF AGES WILL BE DETERMINED BY US ON THE SAME
BASIS AS THE ABOVE RATES.

GP20505
<PAGE>
<TABLE>
<CAPTION>
OPTION F - MONTHLY JOINT AND TWO-THIRDS SURVIVOR LIFE ANNUITY PER $1,000 APPLIED
             VARIABLE BENEFITS - AMOUNT OF INITIAL MONTHLY PAYMENT

__________________________________________________________________________________________________________
                                    AGE OF 1ST PAYEE - MALE
  AGE        55    56    57    58    59    60    61    62    63    64    65    66    67    68    69    70
__________________________________________________________________________________________________________
 2ND PAYEE                          AGE OF 1ST PAYEE - FEMALE 
MALE  FEMALE 61    62    63    64    65    66    67    68    69    70    71    72    73    74    75    76

<S>    <C>  <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C> 
  50   56   3.59  3.62  3.65  3.68  3.71  3.74  3.77  3.80  3.84  3.87  3.90  3.94  3.97  4.01  4.05  4.08
  51   57   3.62  3.65  3.68  3.71  3.75  3.78  3.81  3.84  3.88  3.91  3.95  3.98  4.02  4.06  4.09  4.13
  52   58   3.66  3.69  3.72  3.75  3.78  3.81  3.85  3.88  3.92  3.95  3.99  4.03  4.06  4.10  4.14  4.18
  53   59   3.69  3.72  3.75  3.78  3.82  3.85  3.89  3.92  3.96  4.00  4.03  4.07  4.11  4.15  4.19  4.23
  54   60   3.72  3.75  3.79  3.82  3.86  3.89  3.93  3.96  4.00  4.04  4.08  4.12  4.16  4.20  4.24  4.28
  55   61   3.75  3.79  3.82  3.86  3.89  3.93  3.97  4.01  4.04  4.08  4.13  4.17  4.21  4.25  4.29  4.34
  56   62   3.79  3.82  3.86  3.90  3.93  3.97  4.01  4.05  4.09  4.13  4.17  4.22  4.26  4.30  4.35  4.39
  57   63   3.82  3.86  3.90  3.93  3.97  4.01  4.05  4.09  4.13  4.18  4.22  4.27  4.31  4.36  4.41  4.45
  58   64   3.86  3.90  3.93  3.97  4.01  4.05  4.10  4.14  4.18  4.23  4.27  4.32  4.37  4.41  4.46  4.51
  59   65   3.89  3.93  3.97  4.01  4.05  4.10  4.14  4.18  4.23  4.28  4.32  4.37  4.42  4.47  4.52  4.57
  60   66   3.93  3.97  4.01  4.05  4.10  4.14  4.19  4.23  4.28  4.33  4.38  4.43  4.48  4.53  4.59  4.64
  61   67   3.97  4.01  4.05  4.10  4.14  4.19  4.23  4.28  4.33  4.38  4.43  4.49  4.54  4.59  4.65  4.71
  62   68   4.01  4.05  4.09  4.14  4.18  4.23  4.28  4.33  4.38  4.44  4.49  4.54  4.60  4.66  4.72  4.77
  63   69   4.04  4.09  4.13  4.18  4.23  4.28  4.33  4.38  4.44  4.49  4.55  4.61  4.66  4.72  4.78  4.85
  64   70   4.08  4.13  4.18  4.23  4.28  4.33  4.38  4.44  4.49  4.55  4.61  4.67  4.73  4.79  4.86  4.92
  65   71   4.13  4.17  4.22  4.27  4.32  4.38  4.43  4.49  4.55  4.61  4.67  4.73  4.80  4.86  4.93  5.00
  66   72   4.17  4.22  4.27  4.32  4.37  4.43  4.49  4.54  4.61  4.67  4.73  4.80  4.87  4.93  5.00  5.07
  67   73   4.21  4.26  4.31  4.37  4.42  4.48  4.54  4.60  4.66  4.73  4.80  4.87  4.94  5.01  5.08  5.15
  68   74   4.25  4.30  4.36  4.41  4.47  4.53  4.59  4.66  4.72  4.79  4.86  4.93  5.01  5.08  5.16  5.24
  69   75   4.29  4.35  4.41  4.46  4.52  4.59  4.65  4.72  4.78  4.86  4.93  5.00  5.08  5.16  5.24  5.32
  70   76   4.34  4.39  4.45  4.51  4.57  4.64  4.71  4.77  4.85  4.92  5.00  5.07  5.15  5.24  5.32  5.40
  71   77   4.38  4.44  4.50  4.56  4.62  4.69  4.76  4.83  4.91  4.98  5.06  5.14  5.23  5.31  5.40  5.49
  72   78   4.42  4.48  4.55  4.61  4.68  4.74  4.82  4.89  4.97  5.05  5.13  5.21  5.30  5.39  5.48  5.57
  73   79   4.47  4.53  4.59  4.66  4.73  4.80  4.87  4.95  5.03  5.11  5.20  5.28  5.37  5.47  5.56  5.66
  74   80   4.51  4.57  4.64  4.71  4.78  4.85  4.93  5.01  5.09  5.17  5.26  5.35  5.45  5.55  5.65  5.75
  75   81   4.55  4.62  4.68  4.75  4.83  4.90  4.98  5.06  5.15  5.24  5.33  5.42  5.52  5.62  5.73  5.83
__________________________________________________________________________________________________________
</TABLE>
                                                             
THE ABOVE RATES HAVE BEEN  COMPUTED ON THE BASIS OF (1) AN INTEREST RATE OF 2.5%
PER ANNUM AND (2) MORTALITY ACCORDING TO THE 1983 TABLE A FOR INDIVIDUAL ANNUITY
VALUATION  PROJECTED  WITH SCALE G TO THE YEAR 2020.  FEMALE SET BACK 6 YEARS IN
AGE.  RATES FOR OTHER  COMBINATION  OF AGES WILL BE DETERMINED BY US ON THE SAME
BASIS AS THE ABOVE RATES.

GP20505
<PAGE>
<TABLE>
<CAPTION>
        OPTION G - LIFE ANNUITY WITH 1/2 SURVIVORSHIP PER $1,000 APPLIED
             VARIABLE BENEFITS - AMOUNT OF INITIAL MONTHLY PAYMENT

__________________________________________________________________________________________________________
                                    AGE PARTICIPANT - MALE
  AGE OF     55    56    57    58    59    60    61    62    63    64    65    66    67    68    69    70
 CONTINGENT  _____________________________________________________________________________________________
 ANNUITANT                       AGE OF PARTICIPANT - FEMALE 
MALE  FEMALE 61    62    63    64    65    66    67    68    69    70    71    72    73    74    75    76

<S>    <C>  <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C> 
  50   56   3.59  3.63  3.67  3.72  3.77  3.81  3.86  3.91  3.97  4.02  4.07  4.13  4.19  4.25  4.31  4.37
  51   57   3.60  3.65  3.69  3.74  3.79  3.84  3.89  3.94  3.99  4.05  4.10  4.16  4.22  4.28  4.35  4.41
  52   58   3.62  3.66  3.71  3.76  3.81  3.86  3.91  3.96  4.02  4.07  4.13  4.19  4.25  4.32  4.38  4.45
  53   59   3.64  3.68  3.73  3.78  3.83  3.88  3.93  3.99  4.04  4.10  4.16  4.22  4.29  4.35  4.42  4.49
  54   60   3.65  3.70  3.75  3.80  3.85  3.90  3.96  4.01  4.07  4.13  4.19  4.25  4.32  4.39  4.46  4.52
  55   61   3.67  3.71  3.76  3.82  3.87  3.92  3.98  4.04  4.10  4.16  4.22  4.29  4.35  4.42  4.49  4.56
  56   62   3.68  3.73  3.78  3.83  3.89  3.94  4.00  4.06  4.12  4.19  4.25  4.32  4.39  4.46  4.53  4.61
  57   63   3.69  3.75  3.80  3.85  3.91  3.96  4.02  4.09  4.15  4.21  4.28  4.35  4.42  4.50  4.57  4.65
  58   64   3.71  3.76  3.81  3.87  3.93  3.98  4.05  4.11  4.17  4.24  4.31  4.38  4.46  4.53  4.61  4.69
  59   65   3.72  3.77  3.83  3.89  3.94  4.01  4.07  4.13  4.20  4.27  4.34  4.41  4.49  4.57  4.65  4.73
  60   66   3.73  3.79  3.85  3.90  3.96  4.03  4.09  4.16  4.23  4.30  4.37  4.45  4.53  4.61  4.69  4.77
  61   67   3.75  3.80  3.86  3.92  3.98  4.05  4.11  4.18  4.25  4.32  4.40  4.48  4.56  4.64  4.73  4.82
  62   68   3.76  3.82  3.88  3.94  4.00  4.06  4.13  4.20  4.28  4.35  4.43  4.51  4.60  4.68  4.77  4.86
  63   69   3.77  3.83  3.89  3.95  4.02  4.08  4.15  4.23  4.30  4.38  4.46  4.55  4.63  4.72  4.81  4.91
  64   70   3.78  3.84  3.90  3.97  4.03  4.10  4.18  4.25  4.33  4.41  4.49  4.58  4.67  4.76  4.85  4.95
  65   71   3.79  3.86  3.92  3.98  4.05  4.12  4.20  4.27  4.35  4.44  4.52  4.61  4.70  4.80  4.90  4.99
  66   72   3.81  3.87  3.93  4.00  4.07  4.14  4.22  4.29  4.38  4.46  4.55  4.64  4.74  4.84  4.94  5.04
  67   73   3.82  3.88  3.94  4.01  4.08  4.16  4.24  4.32  4.40  4.49  4.58  4.67  4.77  4.87  4.98  5.08
  68   74   3.83  3.89  3.96  4.03  4.10  4.18  4.26  4.34  4.42  4.51  4.61  4.71  4.81  4.91  5.02  5.13
  69   75   3.84  3.90  3.97  4.04  4.12  4.19  4.27  4.36  4.45  4.54  4.64  4.74  4.84  4.95  5.06  5.17
  70   76   3.85  3.91  3.98  4.05  4.13  4.21  4.29  4.38  4.47  4.56  4.66  4.76  4.87  4.98  5.10  5.21
  71   77   3.85  3.92  3.99  4.07  4.14  4.22  4.31  4.40  4.49  4.59  4.69  4.79  4.90  5.02  5.13  5.25
  72   78   3.86  3.93  4.00  4.08  4.16  4.24  4.32  4.41  4.51  4.61  4.71  4.82  4.93  5.05  5.17  5.29
  73   79   3.87  3.94  4.01  4.09  4.17  4.25  4.34  4.43  4.53  4.63  4.73  4.84  4.96  5.08  5.20  5.33
  74   80   3.88  3.95  4.02  4.10  4.18  4.26  4.35  4.44  4.54  4.65  4.75  4.87  4.98  5.11  5.23  5.37
  75   81   3.88  3.95  4.03  4.11  4.19  4.27  4.36  4.46  4.56  4.66  4.77  4.89  5.01  5.13  5.27  5.40
__________________________________________________________________________________________________________
</TABLE>
                                                                          
THE ABOVE RATES HAVE BEEN  COMPUTED ON THE BASIS OF (1) AN INTEREST RATE OF 2.5%
PER ANNUM AND (2) MORTALITY ACCORDING TO THE 1983 TABLE A FOR INDIVIDUAL ANNUITY
VALUATION  PROJECTED  WITH SCALE G TO THE YEAR 2020.  FEMALE SET BACK 6 YEARS IN
AGE.  RATES FOR OTHER  COMBINATION  OF AGES WILL BE DETERMINED BY US ON THE SAME
BASIS AS THE ABOVE RATES.

GP20505
 
HR-10
Group Annuity Certificate



Principal Mutual Life Insurance Company
711 High Street
Des Moines, Iowa 50309


Certifies that you are a Participant under the Contract. In consideration of the
Contributions made on your behalf under the Contract,  we agree to make payments
to you on your Annuity  Commencement Date or to your beneficiary upon your death
prior to your  Annuity  Commencement  Date,  subject  to the  provisions  of the
Contract.

Your  beneficiary  is as specified on your  enrollment  form,  unless changed as
stated in this certificate.

This certificate is a summary of the Contract provisions which affect you. It is
not a contract.  The Contract is the only contract.  All rights and benefits are
determined  solely  by  it.  A  copy  of  the  Contract  is  on  file  with  the
Contractholder  and with us. You may ask to see it at any  reasonable  time. The
Contractholder is as shown inside this certificate.

                                                     G. David Hurd
                                                     President



IN THIS CERTIFICATE

You, your . . . . . . means the Participant;  the person for whom an account has
     been established under the Contract.

We,  Our, Us . . . . means Principal Mutual Life Insurance Company

Contract  . . .  .  . . .  Means  the  group  annuity  contract  issued  to  the
     Contractholder by us.

This certificate  supersedes any certificate  previously issued to you under the
     contract.

Fixed Dollar Benefits Keep this Certificate Companion


The  following  terms have the  meaning  shown  where used in this  certificate:
DEFINITIONS

         Annuity  Commencement Date is the date you specify in writing to us for
the  beginning of monthly  income for you.  Annuity  payments will begin on this
date unless you have selected a delayed start date.

         This date cannot be earlier  than the date we receive  your  request at
our home office. It cannot be later than the April 1 following the calendar year
in which you attain age 70 1/2 unless the Minimum  Distribution  rules have been
met. See Page 5.

         Contribution  Year means the twelve  month period  coinciding  with the
accounting year of the Plan.

         Crediting  Rate means the annual  rates of  interest we  determine  and
declare from time to time for contracts of this class.

         Duration Period means the maximum period for which a Contribution  Year
Account  exists.  The  Duration  Period or Periods  for your  Contribution  Year
Accounts is shown on the declarations page of this certificate.

         We  may  offer   Duration   Periods  with  lengths   varying  from  one
Contribution  Year to 10  Contribution  Years. We reserve the right, in our sole
discretion,  to  change  at any  time the  Duration  Periods  available  for new
Contributions,  Rollforward Amounts, and Special Contributions. Your application
shows what Duration  Periods are available when you first  participate.  We will
notify you if we change the Duration Periods available.

         Guaranteed  Interest  Rate means the annual  rate of interest of 4 1/2%
for each of the first ten Contribution Years under this Contract and 3% for each
Contribution Year thereafter.

         The  Crediting  Rates and Renewal  Crediting  Rates  applicable to your
Contributions  or Special  Contributions or to your accounts will never ben less
than our Guaranteed Interest Rate.

         Normal  Retirement  Date means your  normal  retirement  date under the
Plan.  If your normal  retirement  date is not specified in the Plan, it will be
the first day of the month following your 65th birthday.

         Plan means the retirement plan of your employer.

         Renewal Crediting Rate means, for each  Contribution Year Account,  the
annual rate of interest determined at the end of its first Contribution Year for
that account for the rest of its Duration Period.

         We guarantee not to reduce a Renewal Crediting Rate for an account.

         Total and Permanent Disability means that you are disabled, as a result
of sickness or injury, so as to be  prevented from  engaging  in any substantial
gainful  activity.  This total  disability must be continuous for a period of at
least six months. You must submit proof of disability which is acceptable to us.

         Variable  Contract  means the  group  annuity  contract,  issued to the
Contractholder  by us, which  provides  benefits  which are not guaranteed as to
dollar amounts but which vary with the investment  performance of the funds held
under the contract.

CONTRIBUTIONS AND SPECIAL CONTRIBUTIONS

     Contributions.  Contributions may be made for you as permitted by the Plan.
All  Contributions  are payable directly to us at our home office in Des Moines,
Iowa.

     Special  Contributions.  In addition to the Contributions  described above,
you may give us Special  Contributions.  Special  Contributions  are  limited to
amounts you have already accumulated.

     Your Special  Contributions will receive a higher Crediting Rate than other
Contributions  received on the same day. This higher  Crediting Rate will remain
in  effect  for the first  Duration  Period.  As  Rollforward  Amounts,  Special
Contributions will be treated like all other Contributions.

YOUR ACCOUNTS

         A   contribution   Year  Account  will  be  opened  for  you  for  your
Contributions  in each  Contribution  Year for the Duration Period chosen.  Your
Special Contributions will also go into this account. We may allow more than one
Duration Period to be used at a time. If you then choose to do so, you will have
a  Contribution  Year  Account  opened  for each  Duration  Period  chosen  each
Contribution Year.

         The  aggregate  of all of  your  Contribution  Year  Accounts  is  your
Accumulation Account.

         Your Contributions or Special  Contributions during a Contribution Year
are  added  to the  Contribution  Year  Account  or  Accounts  for the  Duration
Period(s) you chose.

         Each  Contribution  or Special  Contribution  will be credited with its
Crediting  Rate from the day we receive it to the end of the Duration  Period or
to the date of payment or  application,  if earlier.  The Crediting  Rate can be
changed by us for new Contributions or Special Contributions. We cannot change a
Crediting  Rate for a Contribution  or Special  Contribution  already  received,
however.

         For reporting  purposes,  the Renewal Crediting Rate will be determined
by averaging the Crediting Rates for each Contribution and Special  Contribution
made, weighted by the amount of each.

ADMINISTRATION CHARGE

         At the end of the year,  we  determine  our  Administration  Charge and
deduct it from your accounts.  This charge is $25 plus 1/2% of your Accumulation
Account values up to $50,000.  This charge may be less if  Contributions on your
behalf are made as a part of your Employer's retirement plan.

         In  addition,   we  will  reduce  the   Administration   Charge  for  a
Contribution  Year if the effective  annual interest rate for your  Accumulation
Accounts  would  be  less  than 3% for  the  Contribution  Year  with  the  full
Administration Charge.

         No new  Contributions  or  Special  Contributions  will be  added to an
existing Contribution Year Account after the end of its first Contribution Year.

         All  amounts  contributed  and  the  interest  will  be  kept  in  your
Contribution  Year  Account  until the end of its  Duration  Period (the date of
withdrawal,  if earlier) if you chose an account without Rollforward Amounts. At
the end of its Duration  Period,  all of the  Contribution  Year Account will be
treated as a Rollforward Amount.

ROLLFORWARD AMOUNT

         If you have chosen an account with Rollforward Amount  provisions,  the
Rollforward  Amount is  determined  at the end of the  Contribution  Year.  This
amount is equal to all of the interest  credited to this account plus a fraction
of the principal (your  Contributions and Special  Contributions to it, less any
withdrawals).  This fraction is  determined by the number of years  remaining in
the Duration period, including the year just ending. For example:

         If the initial Duration Period is 5 years, at the end of the first year
         1/5 of the principal  rolls forward.  At the end of the second year 1/4
         of the principal rolls forward. At the end of the third year 1/3 of the
         principal rolls forward,  etc. At the end of the Duration Period all of
         the principal  and interest has been rolled  forward out f the account.
         Then that Contribution Year Account disappears.

         Your Rollforward Amount becomes a Contribution to your new Contribution
Year Account for the next  Contribution  Year. It is credited with the Crediting
Rate available to new Contributions for that Contribution Year.

         This  process  continues  each year for all of your  Contribution  Year
Accounts with Rollforward Amount provisions.

TRANSFER PROVISIONS

         If we are  offering  more than one  Duration  Period,  you have 30 days
after the end of a Contribution Year to transfer your Rollforward  Amount to the
Variable  Contract or to a Contribution  Year Account with a different  Duration
Period. There is no charge for this transfer.

         You may transfer  all or part of your  Accumulation  Account(s)  to the
Variable  Contract  by written  request to us at our home  office in Des Moines,
Iowa.  The request must be received and the  requested  date of transfer must be
one month or more before your Annuity  Commencement Date. Your Contribution Year
Account or Accounts will be reduced by the amount transferred.  See the Order of
Withdrawal for how this is handled.  The amount  transferred  will be applied to
your  account  under the Variable  Contract.  The transfer may be subject to the
Withdrawal Charge.

         No more than two such  transfer  may be made in a twelve  month  period
without our written consent, however.

         You may transfer  all or part of the amount  available to you under the
Variable Contract to this Contract.  Your request must be in writing to our home
office in Des Moines,  Iowa.  The  requested  transfer  must occur more than one
month before your Annuity Commencement Date.

         The Variable Contract  provisions will determine the amount and date of
any transfer from that contract. Any amount transferred to this Contract will be
added to your current Contribution Year Account for that type of Contribution on
the date of transfer.

CASH WITHDRAWAL BENEFITS

         You may transfer or withdraw all or part of your  Accumulation  Account
at any time. If you do,  however,  the amount paid to you will be subject to one
or both of the following charges:

         1.  Contingent Deferred Sales Charge.

                  Number of Years of                   Percentage
                    Participation                        Charge
                  ------------------                   ----------
                         Less than 1                       7.0%
                   1 but less than 2                       6.3
                   2 but less than 3                       5.6
                   3 but less than 4                       4.9
                   4 but less than 5                       4.2
                   5 but less than 6                       3.5
                   6 but less than 7                       2.8
                   7 but less than 8                       2.1
                   8 but less than 9                       1.4
                   9 but less than 10                       .7
                   10 or more                                0

         The Contingent  Deferred  Sales Charge  deducted,  however,  will never
exceed 9% of the  Contribution  or  Special  Contribution  to which  the  charge
relates.

         2.  Withdrawal Charge.

         7% of the amount paid to you, reduced by any Contingent Deferred Sales 
         Charge.

         We may not always charge the full Withdrawal Charge, however. If taking
the full amount of this charge  would reduce your  Accumulation  Account to less
than its Minimum Value, we will only take a reduced charge.

         The minimum Value of your Accumulation Account is:

     (a) The sum of your  Contributions and Special  Contributions (if any) plus
interest at the Guaranteed Interest Rate;

     (b) reduced by any  transfers,  withdrawals,  or Contingent  Deferred Sales
Charges taken.

         Any cash withdrawal  during your first 10 years of  participation  will
have the  Contingent  Deferred  Sales  Charge  deducted  unless your  request is
because of your Total and Permanent Disability.

         You may  request  a  transfer  or a cash  payment  of your  Rollforward
Amounts  within  30 days  after  the end of your  Contribution  Year  without  a
Withdrawal  Charge. If you request cash at any other time (except for your Total
and Permanent Disability), we will make a Withdrawal Charge.

         You cannot make more than two  partial  withdrawals  in a  twelve-month
period without our written consent.

ORDER OF WITHDRAWAL

         If you  transfer or withdraw  only part of your  Accumulation  Account,
withdrawals  will be made from your  Contribution  Year Account in the following
order:

         1. If  your  request  is made  within  30  days  after  the end of your
Contribution Year, we will withdraw from your Rollforward Amounts.

         If the  amount  requested  is more than the  total of your  Rollforward
Amounts combined, we will withdraw from your Contribution Year Accounts next.

         2. If your  request  is made  more  than 30 days  after the end of your
Contribution Year, we will withdraw from your Contribution Year Accounts,  using
the account established most recently first.

EARLY DISTRIBUTIONS

         There may be a tax penalty for cash withdrawals before age 59 1/2 for a
reason  other  than  disability.   Consult  your  tax  counsel  as  to  the  tax
consequences for withdrawal.

MINIMUM DISTRIBUTIONS

         There may be a tax  penalty if you do not start  receiving  benefits by
the April 1 following the calendar year in which you attain age 70 1/2. You must
start receiving benefits so that your account will be paid out over your life or
life  expectancy or over the joint  lifetime or life  expectancy of you and your
designated beneficiary.

         The tax penalties can be severe if you do not start receiving  benefits
on time or in too small an amount. Consult your tax advisor.

FLEXIBLE PAYMENT OPTION

         When we make the Flexible Payment Option  available,  you may choose to
have your Accumulation Account paid to you under this option. We will give you a
description of the Flexible Payment Option at that time.

RETIREMENT BENEFITS

     Monthly  Income.  On your  Annuity  Commencement  Date,  your  Accumulation
Accounts  will be applied to provide an annuity  income for you unless you elect
the Cash Withdrawal Benefit described above.

     You may  elect the  option  (form of  annuity)  you want to  receive.  Your
election must be in writing on a form we give you. If you do not elect an option
before your Annuity  Commencement Date, payment will be made automatically under
Option D with a minimum  period of 10 years,  unless  you have a spouse.  If you
have a  spouse,  payment  will  be made  under  Option  G with  your  spouse  as
contingent annuitant.

     Amount if Income.  The amount of your monthly annuity income depends on the
option chosen and on your age and the age of your contingent or joint annuitant,
if any, on your Annuity  Commencement  Date. All payments of annuity income will
be in level amounts, except for adjustment due to death under Option F or Option
G.

     The conversion rates in effect on your Annuity  Commencement Date also help
determine  the amount of your  income.  These rates will be the rates we use for
all similar  contracts.  They will not be less  favorable  to you than the rates
shown in Table 1.

     Income Options.  You may chose to receive your monthly annuity income under
any of the options described below.

     Option C - Income for a Period  Elected.  Monthly annuity income is payable
for the period you elect.  The amount payable is the result of the length of the
period elected and the value of your account. If our death occurs before the end
of the  period  you  elected,  the  remaining  payments  will  be  paid  to your
beneficiary.

     Option D - Lifetime Income with a Minimum Period. Monthly annuity income is
payable  for at  least  the  minimum  period  elected  and  thereafter  for your
lifetime.  The minimum  period may be 0, 5, 1-, 15 or 20 years or the  repayment
period (when the total  monthly  income  received  equals the amount  applied to
provide the income).

     If your death occurs before the end of the minimum period, the payments for
the remainder of the minimum period will be paid to your beneficiary.

     Option E - Joint Lifetime with a Minimum Period.  Monthly annuity income is
payable  for at least 10 years  and  thereafter  for the  lifetime  of you and a
person you have chosen at retirement  (joint  annuitant).  You cannot change the
person  selected.  The same amount is payable to the survivor after the death of
either payee.

     If both you and the  joint  annuitant  die  before  the end of the  minimum
period,  the  payments  for the  remainder  of the 10 years will be paid to your
beneficiary.

     Option F - Joint Lifetime Income with 2/3 Survivor Income. Lifetime monthly
annuity  income is  payable to you and a person  you have  chosen at  retirement
(joint annuitant).  You cannot change the person selected. The amount payable to
the  survivor  for life after the death of either  payee is 2/3 of the  original
amount payable.

     Option G - Lifetime  Income  with 1/2  Survivor  Income.  Lifetime  monthly
annuity income is payable to you. Upon your death, 1/2 of the monthly amount you
receive  will be payable for the life of a person you have chosen at  retirement
(contingent annuitant). You cannot change the person chosen.

     Delayed  Start Date - Monthly  annuity  income is payable  for the  minimum
period you  choose.  The  annuity  must start  within 12 months of your  Annuity
Commencement  Date and will continue for the period you elect.  You may select a
minimum  period only or you may select a lifetime  income with a minimum  period
guaranteed.  The amount  payable is the  result of the period  selected  and the
value of your  account.  If your death  occurs  before the end of the period you
elected, the remaining payments will be paid to your beneficiary.

     Other options may be arranged by mutual agreement  between you and us. Some
options may not be available to you. You cannon choose an option unless it meets
either one of these tests:

         --        Benefits  provided must not extend beyond your life or beyond
                   the  lives  of you  and  the  person  you  designate  as your
                   beneficiary.

         --        Benefits  provided  must not be payable  for a period  longer
                   than your life  expectancy or the combined life expectancy of
                   you and your designated beneficiary.

BENEFITS PAYABLE AT DEATH

     Amount of  Benefits  Payable at Death.  If your death  occurs  before  your
Annuity  Commencement  Date, your  beneficiary  will be entitled to the value of
your Accumulation  Account.  This value will include amounts transferred to this
account  from the  Variable  Contract at your  death.  If you chose to have such
transfer  made. We must receive due proof of your death before  benefits will be
paid.

     We will accept as proof of death a certified copy of a death certificate, a
certified copy of a decree of a court  competent  jurisdiction as to the finding
of death,  a written  statement by the attending  medical  doctor,  or any other
proof that is satisfactory to us.

     Options for Benefits  Payable at Death.  You may elect a single sum payment
to your  beneficiary,  or you may elect to provide  payments  under  Option C or
Option D for a beneficiary who is a natural person.  In addition,  you may elect
to provide payments under Option C for the benefit of a natural person,  if your
beneficiary  is not a natural  person.  Any  election  must be written on a form
provided  by us.  It must be  delivered  to us and  approved  by us at our  home
office, together with this certificate for endorsement.

     If your  beneficiary  is your  spouse,  your  spouse may choose to continue
coverage under this contract,  to receive a single sum, or to receive an annuity
option.  If your  spouse  does not  choose  some  other  option,  coverage  will
continue.  Any single sum payment to your spouse more than 12 months  after your
death will be in accordance with Cash Withdrawal Benefits. See page 4.

     If your  beneficiary is other than your spouse,  and you have not elected a
benefit option before the time of your death, the following will apply:

     If no  election  of a single sum or an annuity  is  received  with proof of
death, we continue to credit the interest your  Accumulation  Account would have
received for your beneficiary.  Any Rollforward  Amount will be transferred to a
current Contribution Year Account for the shortest Duration Period available.

     The  beneficiary  must  elect a single sum  payment,  Option C, or Option D
within one year after your death,  with the first payment to the beneficiary not
more than one year after your death.  If we have not  received an election  when
the one year period is over, we will pay the account values to your  beneficiary
in a single sum.

     If your beneficiary  becomes entitled to payments under an option election,
the amount of the payments will be determined  using the rates then available to
beneficiaries under contracts of this class.

     If no payment of a single sum if made upon receipt of  acceptable  proof of
death,  we will furnish your  beneficiary an explanation of those  provisions in
writing.

GENERAL INFORMATION

     Beneficiary.  Your beneficiary is the person or persons to whom amounts are
payable upon your death. A joint annuitant under Options E and F or a contingent
annuitant  under  Option G is not a  beneficiary,  however.  You may  name  your
beneficiary and you may change your  beneficiary.  A request to name or change a
beneficiary  must be in writing.  It must be delivered to use at our home office
before we will give it effect.  Once  received,  it will be  effective as of the
date you  signed  it. We will be  released,  however,  from any  obligation  for
payments made before we receive your request. We may require you to send us your
certificate  for  endorsement  to  record  the  change.  This will not delay the
effectiveness of the change.

     If a  beneficiary  dies before your death,  any amount that would have been
payable to that beneficiary will be paid to the beneficiaries  surviving.  If no
beneficiary  survives  you,  then amounts  which would have become  payable to a
designated  beneficiary  will be  commuted  and the  commuted  value paid to the
executor or administrator of your estate.

     Alterations.  Only our corporate  officers may modify or waive anything in,
or  approve  adjustments  to,  the  Contract.  We are not bound by  promises  or
representations made by anyone else.

     Assignment. Your accounts in the Contract and any benefit payable under the
Contract  are not  assignable.  They may not be pledged as security  for a loan.
They are exempt from claims of creditors to the maximum extent allowed by law.

     Nonforfeiture.  Your accounts and annuity  payable are owned by you and are
nonforfeitable.

     Information  and  Misstatements.  We reserve  the right to require  certain
information  necessary for the administration of the Contract.  Evidence of your
age and the age of your contingent annuitant may be required.

     If any relevant fact is found to have been  misstated,  annuity income will
be adjusted to the amount  that should have been  provided  based on the correct
information.  Any previous  overpayments  we made will be deducted  from amounts
thereafter payable. Any previous underpayments we made will be paid in full with
the next payment.

     Limitation on Payments and Accounts. If the monthly amount payable to your,
your beneficiary, or joint or contingent annuitant is less than $20, we have the
right to pay in cash the reserve value of the annuity in full  settlement of all
benefits.

     Pronouns.  The use of masculine pronouns in this certificate  includes both
masculine and feminine gender.

     Amendments.  We reserve the right to change the Contract  from time to time
without approval by you, but some of your benefits are protected from changes to
the Contract:

     -- No change  will  apply to  annuity  incomes  started  before the date of
        change, unless the change is a result of a law or governmental 
        regulation.

     -- No change in the Guaranteed Interest Rate will apply to you.

     -- No adverse change in Table 1 will apply to you.

     -- No adverse  change in the charges used to determine  your  accounts will
        apply to your  Contributions  and  Special  Contributions  received  
        before  the effective date of the change.

     Deferment. We reserve the right to delay cash withdrawal payments described
on page 4 for up to 180 days.
<PAGE>

                                    TABLE 1

                 OPTION C - Monthly Annuity Per $1,000 Applied
                 Fixed Benefits - Amount of Payment Each Month
    -------------------------------------------------------------
                   Monthly                             Monthly
    Years          Annuity             Years           Annuity
    -------------------------------------------------------------
                                        16             $6.53
                                        17              6.23          
                                        18              5.96
                                        19              5.73 
                                        20              5.51

     6              $15.14              21              5.32
     7               13.16              22              5.15
     8               11.68              23              4.99
     9               10.53              24              4.84
    10                9.61              25              4.71

    11                8.86              26              4.59
    12                8.24              27              4.47
    13                7.71              28              4.37
    14                7.26              29              4.27
    15                6.87              30              4.18





<PAGE>
               OPTION D - Monthly Life Annuity Per $1,000 Applied
                 Fixed Benefits - Amount of Payment Each Month
               --------------------------------------------------
      |  
      |                           Minimum Period
      |  --------------------------------------------------------------
Age of|               5          10        15          20        Inst.
Payee |  None       Years      Years      Years       Years      Refund
- -----------------------------------------------------------------------
15*     $2.93       $2.92      $2.91      $2.90       $2.89      $2.88
16       2.94        2.93       2.92       2.91        2.90       2.89
17       2.96        2.95       2.94       2.93        2.92       2.91
18       2.97        2.96       2.95       2.94        2.93       2.92
19       2.99        2.98       2.97       2.96        2.95       2.94
                                                              
20       3.01        3.00       2.99       2.98        2.97       2.96
21       3.03        3.02       3.01       3.00        2.99       2.98
22       3.04        3.03       3.02       3.01        3.00       2.99
23       3.06        3.05       3.04       3.03        3.02       3.01
24       3.08        3.07       3.06       3.05        3.04       3.03
                                                              
25       3.11        3.10       3.09       3.08        3.07       3.06
26       3.13        3.12       3.11       3.10        3.09       3.08
27       3.15        3.14       3.13       3.12        3.11       3.10
28       3.18        3.17       3.16       3.15        3.14       3.13
29       3.20        3.19       3.18       3.17        3.16       3.15
                                                              
30       3.23        3.22       3.21       3.20        3.19       3.18
31       3.25        3.24       3.23       3.22        3.21       3.20
32       3.28        3.27       3.26       3.25        3.24       3.23
33       3.31        3.30       3.29       3.28        3.27       3.26
34       3.35        3.34       3.33       3.32        3.31       3.29
                                                              
35       3.38        3.37       3.36       3.35        3.34       3.32
36       3.41        3.40       3.39       3.38        3.37       3.35
37       3.45        3.44       3.43       3.42        3.41       3.39
38       3.49        3.48       3.47       3.46        3.44       3.42
39       3.53        3.52       3.51       3.50        3.48       3.46
                                                              
40       3.57        3.56       3.55       3.54        3.51       3.49
41       3.61        3.60       3.59       3.58        3.55       3.53
42       3.66        3.65       3.64       3.62        3.59       3.57
43       3.70        3.69       3.68       3.67        3.64       3.61
44       3.75        3.74       3.73       3.71        3.68       3.65
                                                              
45       3.81        3.80       3.79       3.76        3.72       3.70
46       3.86        3.85       3.84       3.81        3.77       3.75
47       3.92        3.91       3.90       3.87        3.82       3.79
48       3.99        3.98       3.96       3.92        3.87       3.84
49       4.05        4.04       4.02       3.98        3.92       3.90
                                                              
50       4.12        4.11       4.08       4.04        3.97       3.95
51       4.19        4.18       4.15       4.10        4.03       4.01
52       4.27        4.26       4.22       4.17        4.08       4.07
53       4.35        4.33       4.30       4.23        4.14       4.13
54       4.43        4.42       4.37       4.30        4.19       4.20
                                                              
55       4.52        4.50       4.46       4.37        4.26       4.27
56       4.61        4.59       4.54       4.45        4.32       4.34
57       4.71        4.69       4.63       4.52        4.38       4.42
58       4.81        4.79       4.72       4.60        4.44       4.50
59       4.92        4.89       4.82       4.69        4.51       4.58
                                                              
60       5.03        5.01       4.92       4.77        4.58       4.67
61       5.15        5.12       5.02       4.86        4.64       4.76
62       5.28        5.25       5.13       4.95        4.71       4.85
63       5.42        5.38       5.25       5.05        4.77       4.96
64       5.56        5.52       5.37       5.14        4.84       5.06
                                                              
65       5.72        5.67       5.50       5.24        4.90       5.18
66       5.89        5.82       5.64       5.35        4.96       5.29
67       6.06        5.99       5.78       5.45        5.02       5.42
68       6.25        6.17       5.93       5.55        5.08       5.54
69       6.46        6.36       6.09       5.66        5.14       5.69
                                                              
70       6.68        6.57       6.25       5.76        5.19       5.84
71       6.91        6.79       6.42       5.86        5.23       6.00
72       7.17        7.02       6.59       5.96        5.28       6.16
73       7.44        7.27       6.77       6.06        5.31       6.34
74       7.74        7.54       6.96       6.15        5.35       6.52
                                                              
75       8.07        7.82       7.14       6.24        5.38       6.72
76       8.42        8.13       7.33       6.32        5.40       6.93
77       8.80        8.45       7.52       6.40        5.43       7.14
78       9.21        8.78       7.70       6.47        5.45       7.37
79       9.65        9.11       7.88       6.53        5.46       7.62
                                                              
80t     10.13        9.51       8.06       6.59        5.47       7.87
        10.64        9.89       8.22       6.64        5.48       8.14
* and   11.19       10.28       8.38       6.68        5.49       8.42
under   11.77       10.68       8.53       6.72        5.50       8.71
        12.39       11.08       8.67       6.75        5.50       9.02
t and                                                      
over    13.04       11.48       8.80       6.78        5.51       9.35
<PAGE>
                                    TABLE 1

     OPTION E - Monthly Joint and Survivor Life Annuity Per $1,000 Applied
                 Fixed Benefits - Amount of Payment Each Month
- ------------------------------------------------------------------------------
Age of |                      Age of Younger Payee
Older  |----------------------------------------------------------------------
Payee  |  55     56     57     58     59     60     61     62    63      64 
- ------------------------------------------------------------------------------
60      $4.04  $4.08  $4.13  $4.17  $4.21  $4.25  $4.29  $4.33  $4.37  $4.41  
61       4.07   4.11   4.16   4.20   4.25   4.29   4.33   4.37   4.42   4.46  
62       4.09   4.14   4.19   4.23   4.28   4.33   4.37   4.42   4.47   4.51  
63       4.11   4.16   4.22   4.27   4.32   4.37   4.42   4.47   4.51   4.56  
64       4.14   4.19   4.25   4.30   4.35   4.41   4.46   4.51   4.56   4.61  
                                                                              
65       4.16   4.22   4.27   4.33   4.39   4.44   4.50   4.56   4.61   4.67  
66       4.18   4.24   4.30   4.36   4.42   4.48   4.54   4.60   4.65   4.71  
67       4.20   4.26   4.32   4.39   4.45   4.51   4.57   4.63   4.70   4.76  
68       4.22   4.29   4.35   4.41   4.48   4.54   4.61   4.68   4.74   4.81  
69       4.24   4.31   4.37   4.44   4.51   4.57   4.64   4.71   4.79   4.86  
                                                                              
70       4.26   4.33   4.40   4.47   4.54   4.61   4.68   4.75   4.83   4.90  
71       4.28   4.35   4.42   4.49   4.56   4.63   4.71   4.79   4.86   4.94  
72       4.29   4.36   4.43   4.51   4.58   4.65   4.73   4.82   4.90   4.98  
73       4.30   4.38   4.45   4.53   4.60   4.68   4.76   4.85   4.93   5.02  
74       4.32   4.39   4.47   4.55   4.62   4.70   4.79   4.88   4.97   5.05  
                                                                              
75       4.33   4.41   4.49   4.57   4.65   4.73   4.82   4.91   5.00   5.09  
76       4.34   4.42   4.50   4.58   4.66   4.74   4.83   4.93   5.02   5.12  
77       4.35   4.43   4.51   4.59   4.67   4.75   4.85   4.95   5.04   5.14  
78       4.35   4.44   4.52   4.60   4.68   4.77   4.86   4.96   5.06   5.16  
79       4.36   4.44   4.53   4.61   4.70   4.78   4.88   4.98   5.08   5.18  
                                                                              
80       4.37   4.45   4.54   4.62   4.71   4.79   4.90   5.00   5.10   5.21

OPTION E (con't)
- -------------------------------------------------------------------------------
Age of|                              Age of Younger Payee                      
Older |------------------------------------------------------------------------
Payee |65    66     67     68     69    70     71      72     73     74     75 
- -------------------------------------------------------------------------------
60  $4.44                                                     
61   4.50  $4.54                                              
62   4.56   4.60  $4.64                                       
63   4.61   4.65   4.70  $4.74                                
64   4.67   4.71   4.76   4.81  $4.86                        
                                                             
65   4.72   4.77   4.83   4.88   4.93  $4.98                
66   4.77   4.83   4.89   4.94   5.00   5.05  $5.10         
67   4.83   4.89   4.95   5.01   5.07   5.13   5.18  $5.23      
68   4.88   4.94   5.01   5.07   5.14   5.21   5.26   5.32  $5.37               
69   4.93   5.00   5.07   5.14   5.21   5.28   5.34   5.40   5.47  $5.53        
                                                                                
70   4.98   5.05   5.13   5.20   5.28   5.36   5.42   5.49   5.56   5.62  $5.69 
71   5.02   5.10   5.18   5.26   5.34   5.42   5.50   5.57   5.65   5.72   5.79 
72   5.06   5.15   5.23   5.32   5.40   5.49   5.57   5.65   5.73   5.81   5.90 
73   5.10   5.19   5.28   5.38   5.47   5.56   5.65   5.73   5.82   5.91   6.00 
74   5.14   5.24   5.34   5.43   5.53   5.63   5.72   5.81   5.91   6.00   6.10 
                                                                                
75   5.18   5.28   5.39   5.49   5.59   5.69   5.79   5.89   6.00   6.10   6.20 
76   5.21   5.32   5.42   5.53   5.63   5.74   5.85   5.96   6.06   6.17   6.28 
77   5.24   5.35   5.46   5.57   5.68   5.79   5.90   6.02   6.13   6.25   6.36 
78   5.26   5.38   5.49   5.61   5.72   5.84   5.96   6.08   6.20   6.32   6.45 
79   5.29   5.41   5.53   5.64   5.76   5.88   6.01   6.14   6.27   6.40   6.53 
                                                                                
80   5.31   5.44   5.56   5.68   5.81   5.93   6.07   6.20   6.34   6.47   6.61 
                                                                            
<PAGE>
                                  
OPTION F - Monthly Join and Two-Thirds Survivor Life Annuity Per $1,000 Applied
                 Fixed Benefits - Amount of Payment Each Month
- ------------------------------------------------------------------------------
Age of |                      Age of Younger Payee
Older  |----------------------------------------------------------------------
Payee  |  55     56     57     58     59     60     61     62    63      64 
- ------------------------------------------------------------------------------
60      $4.50  $4.55  $4.60  $4.65  $4.70  $4.75  $4.80  $4.85  $4.91  $4.96 
61       4.54   4.59   4.64   4.70   4.75   4.80   4.86   4.91   4.97   5.03 
62       4.58   4.64   4.69   4.75   4.80   4.85   4.91   4.97   5.03   5.09 
63       4.63   4.68   4.74   4.79   4.85   4.91   4.97   5.03   5.09   5.15 
64       4.67   4.73   4.79   4.84   4.90   4.96   5.03   5.09   5.15   5.22 
                                                                             
65       4.71   4.77   4.83   4.89   4.95   5.02   5.08   5.15   5.22   5.28 
66       4.76   4.82   4.89   4.95   5.01   5.07   5.14   5.21   5.28   5.35 
67       4.81   4.87   4.94   5.00   5.07   5.13   5.21   5.28   5.35   5.43 
68       4.86   4.92   4.99   5.06   5.12   5.19   5.27   5.34   5.42   5.50 
69       4.90   4.97   5.04   5.11   5.18   5.25   5.33   5.41   5.49   5.57 
                                                                             
70       4.95   5.02   5.09   5.17   5.24   5.31   5.39   5.47   5.56   5.64 
71       5.00   5.08   5.15   5.23   5.30   5.37   5.46   5.54   5.63   5.71 
72       5.06   5.13   5.21   5.28   5.36   5.44   5.52   5.61   5.70   5.79 
73       5.11   5.18   5.26   5.34   5.42   5.50   5.59   5.68   5.78   5.87 
74       5.16   5.24   5.32   5.40   5.48   5.56   5.66   5.75   5.85   5.95 
                                                                             
75       5.21   5.29   5.38   5.46   5.54   5.63   5.73   5.83   5.92   6.02 
76       5.26   5.35   5.43   5.52   5.61   5.69   5.79   5.90   6.00   6.10 
77       5.32   5.40   5.49   5.58   5.67   5.76   5.86   5.97   6.07   6.18 
78       5.37   5.46   5.55   5.64   5.73   5.82   5.93   6.04   6.15   6.26 
79       5.42   5.51   5.61   5.70   5.79   5.89   6.00   6.11   6.22   6.34 
                                                                             
80       5.47   5.57   5.66   5.76   5.85   5.95   6.07   6.18   6.30   6.42 
                                                                          
OPTION F (con't)                                                        
- -------------------------------------------------------------------------------
Age of|                              Age of Younger Payee                      
Older |------------------------------------------------------------------------
Payee |65    66     67     68     69    70     71      72     73     74     75 
- -------------------------------------------------------------------------------
60   $5.02                                                         
61    5.08  $5.14                                            
62    5.15   5.21  $5.28                                    
63    5.22   5.28   5.35  $5.42                             
64    5.28   5.35   5.42   5.50  $5.57                      
                                                             
65    5.35   5.42   5.50   5.57   5.65  $5.72                 
66    5.42   5.50   5.58   5.66   5.74   5.81  $5.90         
67    5.50   5.58   5.66   5.74   5.83   5.91   6.00  $6.09  
68    5.57   5.66   5.74   5.83   5.91   6.00   6.10   6.19  $6.29             
69    5.65   5.73   5.82   5.91   6.00   6.09   6.19   6.29   6.39  $6.49       
                                                                                
70    5.72   5.81   5.91   6.00   6.09   6.19   6.29   6.40   6.50   6.61  $6.71
71    5.80   5.90   6.00   6.10   6.19   6.29   6.40   6.52   6.63   6.74   6.85
72    5.88   5.98   6.09   6.19   6.29   6.40   6.52   6.63   6.75   6.87   6.99
73    5.96   6.07   6.18   6.29   6.39   6.50   6.63   6.75   6.88   7.00   7.12
74    6.04   6.15   6.27   6.38   6.49   6.61   6.74   6.87   7.00   7.13   7.26
                                                                                
75    6.12   6.24   6.36   6.48   6.59   6.71   6.85   6.99   7.12   7.26   7.40
76    6.20   6.33   6.45   6.57   6.70   6.82   6.97   7.11   7.26   7.40   7.55
77    6.29   6.41   6.54   6.67   6.80   6.93   7.08   7.24   7.39   7.54   7.70
78    6.37   6.50   6.64   6.77   6.90   7.04   7.20   7.36   7.52   7.68   7.85
79    6.45   6.59   6.73   6.87   7.01   7.15   7.32   7.49   7.66   7.83   8.00
                                                                                
80    6.53   6.68   6.82   6.97   7.11   7.26   7.43   7.61   7.79   7.97   8.14
      

<PAGE>

                                    TABLE 1


- -------------------------------------------------------------------------------
        OPTION G - Life Annuity with 1/2 Survivorship Per $1,000 Applied
                 Fixed Benefits - Amount of Payment Each Month
- -------------------------------------------------------------------------------
Age of    |                        Age of Participant
Contingent|--------------------------------------------------------------------
Annuitant |    55        56        57        58        59        60        61
- --------------------------------------------------------------------------------
55           $4.19     $4.25     $4.31     $4.37     $4.43     $4.49     %4.55  
56            4.20      4.27      4.33      4.39      4.45      4.51      4.58  
57            4.22      4.28      4.35      4.41      4.47      4.54      4.61  
58            4.24      4.30      4.37      4.43      4.50      4.56      4.64  
59            4.25      4.32      4.39      4.45      4.52      4.59      4.66  
                                                                                
60            4.27      4.34      4.41      4.48      4.55      4.61      4.69  
61            4.28      4.35      4.42      4.49      4.57      4.64      4.72  
62            4.29      4.37      4.44      4.51      4.59      4.66      4.74  
63            4.31      4.38      4.46      4.53      4.61      4.68      4.77  
64            4.32      4.40      4.47      4.55      4.63      4.70      4.79  
                                                                                
65            4.33      4.41      4.49      4.57      4.65      4.72      4.82  
66            4.34      4.42      4.50      4.58      4.66      4.74      4.84  
67            4.35      4.43      4.52      4.60      4.68      4.76      4.86  
68            4.36      4.45      4.53      4.61      4.70      4.78      4.88  
69            4.37      4.46      4.54      4.63      4.71      4.80      4.90  
                                                                                
70            4.38      4.47      4.56      4.64      4.73      4.82      4.92  
71            4.39      4.48      4.57      4.66      4.74      4.83      4.94  
72            4.40      4.49      4.58      4.67      4.76      4.84      4.95  
73            4.41      4.50      4.59      4.68      4.77      4.86      4.97  
74            4.42      4.51      4.60      4.69      4.78      4.87      4.99  
                                                                                
75            4.43      4.52      4.61      4.70      4.80      4.89      5.00  
76            4.43      4.52      4.62      4.71      4.80      4.90      5.01  
77            4.44      4.53      4.62      4.72      4.81      4.91      5.02  
78            4.44      4.54      4.63      4.73      4.82      4.92      5.03  
79            4.45      4.54      4.64      4.73      4.83      4.92      5.04  
                                                                                
80            4.45      4.55      4.64      4.74      4.84      4.93      5.05  
                                                                                
                                                                            

- --------------------------------------------------------------------------------
                                OPTION G (con't)
- --------------------------------------------------------------------------------
Age of    |                        Age of Participant                           
Contingent|---------------------------------------------------------------------
Annuitant |    62        63        64        65        66        67         68  
- --------------------------------------------------------------------------------
                                                  
55            $4.62     $4.68     $4.75     $4.82     $4.89     $4.97     $5.05
56             4.65      4.72      4.79      4.85      4.93      5.01      5.09
57             4.68      4.75      4.82      4.89      4.97      5.06      5.14
58             4.71      4.78      4.86      4.93      5.02      5.10      5.19
59             4.74      4.82      4.89      4.97      5.06      5.14      5.23
                                                                               
60             4.77      4.85      4.93      5.01      5.10      5.19      5.28
61             4.80      4.88      4.96      5.04      5.13      5.23      5.32
62             4.83      4.91      4.99      5.08      5.17      5.27      5.37
63             4.85      4.94      5.03      5.11      5.21      5.31      5.41
64             4.88      4.97      5.06      5.15      5.25      5.36      5.46
                                                                               
65             4.91      5.00      5.09      5.18      5.29      5.40      5.51
66             4.93      5.02      5.12      5.21      5.32      5.44      5.55
67             4.95      5.05      5.15      5.24      5.36      5.47      5.59
68             4.98      5.08      5.18      5.27      5.39      5.51      5.63
69             5.00      5.10      5.20      5.31      5.43      5.55      5.67
                                                                               
70             5.02      5.13      5.23      5.34      5.46      5.59      5.72
71             5.04      5.15      5.26      5.36      5.49      5.62      5.75
72             5.06      5.17      5.28      5.39      5.52      5.66      5.79
73             5.08      5.19      5.30      5.41      5.55      5.69      5.83
74             5.10      5.21      5.32      5.44      5.58      5.72      5.86
                                                                               
75             5.12      5.23      5.35      5.46      5.61      5.75      5.90
76             5.13      5.25      5.36      5.48      5.63      5.78      5.93
77             5.14      5.26      5.38      5.50      5.65      5.80      5.95
78             5.15      5.27      5.40      5.52      5.67      5.82      5.98
79             5.17      5.29      5.41      5.53      5.69      5.84      6.00
                                                                               
80             5.18      5.30      5.42      5.55      5.71      5.87      6.03
                                                                        



<PAGE>

- --------------------------------------------------------------------------------
                                OPTION G (con't)
- --------------------------------------------------------------------------------
Age of    |                        Age of Participant                           
Contingent|---------------------------------------------------------------------
Annuitant |    69        70        71        72        73        74         75  
- --------------------------------------------------------------------------------

55           $5.12      $5.20    $5.28     $5.38     $5.47     $5.55      $5.64
56            5.17       5.25     5.34      5.43      5.52      5.61       5.71
57            5.22       5.30     5.39      5.48      5.58      5.67       5.78
58            5.27       5.35     5.43      5.53      5.63      5.73       5.84
59            5.32       5.41     5.48      5.58      5.69      5.79       5.91
                                                                               
60            5.37       5.46     5.53      5.64      5.74      5.85       5.98
61            5.42       5.51     5.59      5.70      5.81      5.92       6.05
62            5.47       5.56     5.66      5.77      5.88      6.00       6.13
63            5.51       5.61     5.72      5.84      5.95      6.07       6.20
64            5.56       5.67     5.78      5.90      6.02      6.15       6.27
                                                                               
65            5.61       5.72     5.84      5.97      6.10      6.22       6.35
66            5.66       5.77     5.90      6.03      6.16      6.29       6.42
67            5.70       5.82     5.96      6.09      6.23      6.36       6.50
68            5.75       5.87     6.01      6.15      6.29      6.43       6.58
69            5.80       5.92     6.07      6.21      6.36      6.51       6.65
                                                                               
70            5.84       5.97     6.12      6.28      6.43      6.58       6.73
71            5.88       6.01     6.17      6.33      6.49      6.65       6.80
72            5.92       6.06     6.22      6.39      6.55      6.72       6.88
73            5.96       6.10     6.27      6.44      6.61      6.78       6.95
74            6.00       6.15     6.32      6.50      6.68      6.85       7.03
                                                                               
75            6.05       6.19     6.37      6.56      6.74      6.92       7.10
76            6.08       6.22     6.41      6.60      6.79      6.98       7.17
77            6.11       6.26     6.45      6.65      6.84      7.03       7.23
78            6.14       6.29     6.49      6.69      6.89      7.09       7.29
79            6.16       6.32     6.53      6.74      6.94      7.15       7.36
                                                                               
80            6.19       6.36     6.57      6.78      6.99      7.21       7.42
                                                                           
                                                                         
The monthly annuity under Option G for any combination of ages not shown will be
furnished by us on request.                                                     
<PAGE>




                                     INDEX

Administration Charge                             2
Alternations                                      8
Amendments                                        9
Amount of Benefits Payable at Death               7
Amount of income                                  5
Assignment                                        8
Beneficiary                                       8
Benefits Payable at Death                         7
Cash Withdrawal Benefits                          4
Contingent Deferred Sales Charge                  4
Contributions                                     2
Delayed Start Date                                6
Deferment                                         9
Definitions                                       1
Early Distributions                               5
Flexible Payment Option                           5
General Information                               8
Income Options                                    6
Information and Misstatements                     8
Limitation on Payments and Accounts               9
Minimum Distributions                             5
Monthly Income                                    5
Nonforfeiture                                     8
Options for Benefits Payable at Death             7
Order of Withdrawal                               5
Pronouns                                          9
Retirement Benefits                               5
Rollforward Amount                                3
Special Contributions                             2
Tables                                          10-12
Transfer Provisions                               3
Withdrawal Charge                                 4
Your Accounts                                     2


 

                       HR-10 Application for Certificates

Group Annuity Contract No. GA ___________________ and/or VA ____________________
                            (Home Office Use Only)        (Home Office Use Only)

Issued to the Trustee of Principal Mutual Annuity Trust II (III-Texas) for Self-
Employed, Contractholder, unless another Contractholder is specified here:

A.  Personal Data   (Please Print)
________________________________________________________________________________
Name:  First        Middle   Last       Social Security No.        Date of Birth

                                             -    -                    /   /
________________________________________________________________________________
Address:  Street                     City                 State              Zip

__ Male    __ Married
__ Female  __ Single
________________________________________________________________________________
Employer:

________________________________________________________________________________
Employer Address:  Street                    City             State          Zip

________________________________________________________________________________
Are you an Owner-employee?  __Yes    __No
Annual Compensation from the Employer $____________________
For purposes of complying with Federal Income Tax requirements, I hereby 
certify, under penalties of perjury, that the Social Security Number shown on 
this form is my correct Social Security Number.
________________________________________________________________________________
I understand my sales representative is required to secure information needed to
determine the suitability of this sale.
________________________________________________________________________________
Self                  Life insurance owned                Spouse
$                                   $
Personal residence market value              Mortgage balance
$                                            $
________________________________________________________________________________
Estimated family income:  __$7,500-$14,999  __$15,000-$24,999  __$25,000-$49,000
                          __$50,000 and over
________________________________________________________________________________
Occupation(s):

________________________________________________________________________________
Checking and savings                   Market value stocks, bonds    
account balance                        and other securities
$                                      $
Market value investment                Market value other
real estate                            investments
$                                      $   
________________________________________________________________________________
B.  Contributions
________________________________________________________________________________
                                            Variable Contract Allocation%
                                   _____________________________________________
Contributed            Expected    Common Stock    Money Market    Gov't Sec.
   From             Annual Amount   Division        Division        Division
________________________________________________________________________________
Employer            $                         %               %             %
________________________________________________________________________________
Voluntary
Non-Deductible      $                         %               %             %
________________________________________________________________________________
HR-10 Transfer   Not Applicable               %               %             %

                        Fixed
                       Contract 
                      Allocation*
Employer                        %
________________________________________________________________________________
Voluntary       
Non-Deductible                  %  
________________________________________________________________________________
HR-10 Transfer                  %
________________________________________________________________________________
<PAGE>
                               Amount of Contribution Enclosed From:
________________________________________________________________________________
                                           Volunatry            
Type                   Employer         Non-Deductible          Deductible
________________________________________________________________________________
Current Plan Year                    
Contribution           $                $                       $
________________________________________________________________________________
HR-10 Transfer         $                $                       $
________________________________________________________________________________
C.  Guaranteed Interest Period
________________________________________________________________________________
I elect one of the following guaranteed interest periods (Duration Periods) for
all contributions, transfers and rollforward amounts made during this and future
Contribution Years.  This Election will remain in effect until I notify The
Principal in writing of a change.  I understand that The Principal reserves the
right to change the Duration Period for future contribution year accounts and
applicable rollforward amounts at any time.

__5 Year Duration Period  __5 Year Duration with 5 Annual Rollforward Amounts
________________________________________________________________________________
D.  Beneficiary Designation
My Spouse:
________________________________________________________________________________
            First                     Middle         Last
________________________________________________________________________________
Street                        City                       State               Zip

Other:
________________________________________________________________________________
            First            Middle        Last              (relationship)
________________________________________________________________________________
Street                        City                       State               Zip

If you are married and do not name your spouse as beneficiary, your spouse must
sign the consent below.  The signature must be witnessed by a Plan 
Representative or Notary Public.

If you have been married for at least one year, federal law requires that death
benefits from the plan to be paid to your spouse.  This ensures that your spouse
receives income from the plan even if you die before you retire.  If you are age
35 or older, the law does allow payment of death benefits to someone else if 
your spouse consents.

SPOUSE'S CONSENT:  I consent to this designation.  I understand it eliminates
                   death benefits otherwise payable to me if my spouse dies.

Spouse's Signature ___________________________________________

Witnessed before me this ____ day of ______________________ 19____
_______________________________________
    (Notary Public term expires)

Plan Representative or
Notary Public Signature __________________________________________

I understand I have the right to make future changes.  Unless I have indicated
otherwise on an attachment to this application, if two or more beneficiaries are
named, the proceeds shall be paid in equal shares to my named suriving 
beneficiaries.

E.  Authorization/Signature
________________________________________________________________________________
Unless otherwise elected below, I understand that upon receipt of due proof of
death, The Principal will transfer the value under the Variable Contract to the
Fixed Contract, if I am participating under the Associated Variable and Fixed
Contracts.

__ I elect that death benefits not be automatically transferred from the 
Variable Contract to the Fixed Contract.

I have received the prospectuses for Separate Account C, Princor Fund, Inc., 
Princor Money Market Fund, Inc. and Princor Federal Government Securities Fund,
Inc.

______________________________________   _______________________________________
Signature                         Date   Representative's Name (Print)

______________________________________   _______________________________________
Signed at City and State                 Representative's Signature

__ Check here to request a copy of the Statement of Additional Information for
Separate Account C.

              Accepted by Princor Financial Services Corporation
              __________________________________________________
              By                                 Acceptance Date


<PAGE>

      HR-10 APPLICATION FOR CERTIFICATE(S) UNDER GROUP ANNUITY CONTRACT(S)
    NO. VA _________________________ AND/OR NO. GA _________________________
           HOME OFFICE USE ONLY                    HOME OFFICE USE ONLY

Issued to the Trustee of the Principal Mutual Annuity Trust II (III - Texas)
for Self-Employed.  Contractholder, unless another Contractholder is specified
here:
________________________________________________________________________________
________________________________________________________________________________

                                                       __ Male    __ Married
1.  Name of Participant _____________________________  __ Female  __ Single 
                             (PRINT FULL NAME)

2.  Residence Address __________________________________________________________
                      STREET OR R.F.D.   CITY OR TOWN       STATE       ZIP CODE

3.  Born:  Month ___________ Day ____ Year _____

4.  Place of birth _____________________________________________________________
                                     (City or Town and State)

5.  Social Security Number _________________________________

6.  Date Employed:  Month ____________ Day _____ Year _______

7.  Employer ___________________________________________________________________

    Address ____________________________________________________________________
            STREET OR R.F.D.        CITY OR TOWN          STATE        ZIP CODE 

8.  Are you an Owner-employee? ________________________________

9.  Occupation? _______________________________________________

10.  Annual Compensation from the Employer $___________________

11.  CONTRIBUTIONS                  EXPECTED          BILLING MODE
                                     ANNUAL   
                                     AMOUNT       A  SA  Q  M  PD  PAC*
________________________________________________________________________________
Employer Contributions            $                            na
________________________________________________________________________________
Employee Deductible
Voluntary Contribution            $
________________________________________________________________________________
Employee Nondeductible
Voluntary Contribution            $
________________________________________________________________________________
HR-10 Tranfer                     $                  not applicable
________________________________________________________________________________
                             VARIABLE CONTRACT ALLOCATION%            FIXED
                           Common Stock         Money Market         CONTRACT
                             Division             Division          ALLOCATION%
________________________________________________________________________________
Employer Contributions                %                    %                  %
________________________________________________________________________________
Employee Deductible                                     
Voluntary Contribution                %                    %                  %
________________________________________________________________________________
Employee Nondeductible
Voluntary Contribution                %                    %                  %
________________________________________________________________________________
HR-10 Transfer                        %                    %                  %
________________________________________________________________________________
*PAC only available if for all Contributions under this Plan.

12.Print full name and relationship of Beneficiary to Participant:
________________________________________________________________________________
UNLESS OTHERWISE INDICATED, IF TWO OR MORE BENEFICIARIES ARE NAMED, THE PROCEEDS
SHALL BE PAID IN EQUAL SHARES TO THE NAMED BENEFICIARIES SURVIVING THE 
PARTICIPANT.  THE RIGHT TO MAKE FUTURE CHANGES IS RESERVED BY THE PARTICIPANT.

13.  Unless otherwise elected below, upon receipt of due proof of death, we will
transfer the value under the Variable Contribution to the Fixed Contract, if you
are participating under the Associated Variable and Fixed Contracts.

__ I elect that death benefits not be automatically transferred from the 
Variable Contract to the Fixed Contract.

14.  Contributions directed to the Fixed Contract begin an annual rollforward
process which allows for gradual adjustment to changing interest rates.  
Currently the Duration Period of this rollforward process is five years.
Principal Mutual Life Insurance Company reserves the right to change this
Duration Period at any time.
________________________________________________________________________________
Amount of Contribution enclosed:
                    Deductible              Nondeductible
Employer            Voluntary               Voluntary           HR-10
Contribution        Contribution            Contribution        Transfer Amount
$___________        $___________            $____________       $______________
________________________________________________________________________________
I represent that these statements and answers are true, complete and correctly
recorded.

I agree to give Written Notification to Principal Mutual Life Insurance Company
if I submit this Application under only the Variable Group Annuity Contract.

I have received a copy of the prospectuses for Separate Account C, Princor Fund,
Inc. and Princor Money Market Fund, Inc.

Dated at _________________________________ this _____ day of __________________,
19____

______________________________________    ______________________________________
AGENT    PLEASE SIGN AND PRINT            SIGNATURE OF PARTICIPANT


<PAGE>

                     PRINCOR FINANCIAL SERVICES CORPORATION
                            NEW ACCOUNT APPLICATION

In connection with my Application for an annuity to be funded by a Principal
Mutual Life Insurance Variable Annuity Contract, Princor Fund, Inc., and Princor
Money Market Fud, Inc. and in accordance with the current prospectuses of such
Contract and Funds which I have received, I am making this Application for a 
New Account with Princor Financial Services Corporation.

1.  Face amount of life insurance owned
    Applicant $____________  Spouse $____________ Dependants $_____________

2.  Value of home $____________ Mortgage balance $____________

3.  Current balance checking and savings accounts $____________

4.  Current market value of other investments $_____________

5.  Applicant's estimated net earnings:  Current year $____________
                                         Average three prior years $____________

6.  Annual family income from all sources
    __Under $7,500  __$7,500 - $14,999  __$15,000 - $24,999  __$25,000 and over

7.  Occupation _________________________________________________________________

8.  __Single    __Married    __Widowed    __Divorced

9.  Number of dependents:  Children ________  Relatives ________  Other ________

If you do not wish to provide some parts of this information, we assume you have
carefully considered the investment objectives of this coverage, have decided it
is suitable for your financial situation, and understand a variable annuity
should be considered a long-term invstment.  __ I decline to furnish the 
information left blank.

__ Check here if incidental life insurance applied for ($____________
annual premium)

(CAUTION:  A  minimal  amount of  information  should  be  provided  in order to
determine the suitability of this investment for the individual.)

_________________________________________________
          (Signature of Applicant)

_________________________________________________
            (Date of Application)

_________________________________________________
   (Signature of Registered Representative)

ACCEPTED BY PRINCOR FINANCIAL SERVICES CORPORATION

By ______________________________________________

Date ____________________________________________

                            ARTICLES OF INCORPORATION

                     Principal Mutual Life Insurance Company
                     711 High Street DES MOINES, IOWA 50392

                AMENDED AND SUBSTITUTED ARTICLES OF INCORPORATION
                                   AS AMENDED
                             Effective July 1, 1991

                                   ARTICLE I.

The name of the corporation shall be Principal Mutual Life Insurance Company, by
which  name (or by the names  Bankers  Life  Company  and  Princor  Mutual  Life
Insurance  Company  which  it may  use in its  discretion  and  where  permitted
continue to use or adopt) it shall do business and shall have and retain all its
property, rights and privileges.

                                   ARTICLE II.

The corporation shall be located and have its principal place of business in the
city of Des Moines,  Polk County,  lowa. The principal office of the corporation
is the  registered  office,  and the  President is the  registered  agent of the
company.

                                  ARTICLE III.

The purpose of this  corporation  are and it shall have full power to engage in,
pursue,  maintain and transact a general life, health and accident insurance and
annuity business,  and to insure other risks,  perform other services and engage
in  other   businesses   allowed  by  law.   It  may  issue   participating   or
nonparticipating  contracts.  It  shall  further  have the  power to enter  into
contracts  with  respect to proceeds of such  insurance,  to accept and reinsure
risks, to enter into coinsurance  agreements,  to issue and perform policies and
contracts of all types,  including but not limited to individual  and group,  to
act as trustee or advisor in any capacity, and to offer all services,  including
those of a financial  accounting  or data  processing  nature,  to all  persons,
partnerships,   corporations  and  other  business  organizations,  directly  or
indirectly  incidental to its business. It shall have all the rights, powers and
privileges  granted or  permitted by the  Constitution  and laws of the state of
Iowa  governing the conduct of insurance  companies and by Titles XIX and XX of
the Code of Iowa 1966 and all acts amendatory thereof or additional thereto.

The corporation shall be empowered:  To sue and be sued, complain and defend, in
its corporate or assumed name, to have a corporate  seal which may be altered at
pleasure,  and to use the same by  causing  it, or a  facsimile  thereof,  to be
impressed  or affixed or in any other  manner  reproduced;  to  purchase,  take,
receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal
in and with, real or tangible or intangible  personal property,  or any interest
therein, wherever situated; to sell, convey, mortgage,  pledge, lease, exchange,
transfer and otherwise dispose of all or any part of its property and assets; to
lend  money to,  and  otherwise  assist  its  employees,  agents,  officers  and
directors unless prohibited by law; to purchase,  take, receive,  subscribe for,
or otherwise  acquire,  own, hold,  vote, use,  employ,  sell,  mortgage,  lend,
pledge, or otherwise dispose of, and otherwise use and deal in and with, shares,
options,  warrants or other  interests in, or obligations  of, other domestic or
foreign corporations,  associations,  partnerships or individuals,  or direct or
indirect  obligations  of the United States or of any other  government,  state,
territory,  governmental  district  or  municipality  or of any  instrumentality
thereof  unless  prohibited by law; to make  contracts and  guaranties and incur
liabilities;  to lend and borrow money for its  corporate  purposes,  invest and
reinvest its funds, and take and hold real and personal property as security for
the payment of funds so loaned or invested; to acquire or organize subsidiaries;
to conduct its business, carry on its operations,  and have offices and exercise
the powers  granted in any state,  territory,  district,  or  possession  of the
United  States,  or in any foreign  country;  to make  donations  for the public
welfare, and for religious,  charitable,  scientific or educational purposes; to
pay pensions and establish pension plans,  pension trusts,  profit-sharing plans
and  other  incentive,  insurance  and  welfare  plans  for  any  or  all of its
directors,  officers,  agents and employees; to enter into general partnerships,
limited  partnerships,  whether the corporation be a limited or general partner,
joint ventures,  syndicates,  pools,  associations  and other  arrangements  for
carrying on any or all of the purposes for which the  corporation  is organized,
jointly or in common with others; to indemnify  officers,  directors,  employees
and agents, as allowed by law, subject to such limitations as may be established
by the Board of  Directors;  and to have and  exercise  all powers  necessary or
convenient  to effect any or all of the  purposes for which the  corporation  is
organized.

                                   ARTICLE IV.

The corporation shall have perpetual existence and succession.

                                   ARTICLE V.

The private  property of the members,  directors and other officers and managers
of this  corporation  shall in no case be liable for the  corporate  debts,  but
shall be exempt therefrom.

                                   ARTICLE VI.

The  corporate  powers of the  corporation  shall be  exercised  by the Board of
Directors, and by such officers and agents as the Board may authorize,  elect or
appoint. The Board of Directors shall consist of not less than nine (9) nor more
than twenty-one (21) directors, the number to be determined from time to time by
a majority of the entire Board of Directors. The directors shall be divided into
three  classes,  as nearly equal  numerically  as possible,  determined by terms
expiring in successive  years. Each director shall serve a term of approximately
three  years  except as  otherwise  provided or where it is  necessary  to fix a
shorter term in order to preserve  classification.  No decrease in the number of
directors shall shorten the term of any incumbent director.  Each director shall
serve until a successor  is elected and shall be eligible for  re-election.  The
Board of Directors shall have the power to fill any vacancy in their number. The
term of office of each director  shall begin at the annual meeting at which such
director  is  elected  by the  members  or at the time  elected  by the Board of
Directors.  The term of office of each  director  shall not  extend  beyond  the
annual  meeting next  following the date such  director  attains age 70, or such
younger age as may be  established  for all directors by the Board of Directors,
except that the terms of directors holding office prior to the annual meeting in
1984 may extend to the annual  meeting  next  following  the date such  director
attains age 72 and except that for  officer-directors,  other than one who is or
has been Chief Executive Officer, the term as a director shall not extend beyond
the annual  meeting next  following the date such director  retires as an active
officer of this corporation. Directors need not be members.

The Board of Directors  shall have the power to adopt such By-Laws and rules and
regulations  for  the  transaction  of  the  business  of  the  corporation  not
inconsistent  with these  Amended  and  Substituted  Articles or the laws of the
state of Iowa, and to amend or repeal such By-Laws,  rules and regulations.  The
By-Laws shall provide  procedures  for the nomination and election of directors.
The Board of Directors  may fix  reasonable  compensation  of the  directors for
their  services.  The Board of  Directors  shall elect from their  number at the
first board meeting after the annual meeting of the corporation a President, and
shall  authorize,  elect or  appoint at such  first  meeting  or at any  meeting
thereafter such other officers, agents or committees as in their judgment may be
necessary or advisable.

A director of this corporation shall not be personally liable to the corporation
or its members for monetary  damages for breach of fiduciary duty as a director,
except for liability (i) for a breach of the  director's  duty of loyalty to the
corporation  or its  members,  (ii) for acts or  omissions  not in good faith or
which involve intentional misconduct or a knowing violation of the law, or (iii)
for a transaction from which the director derives an improper  personal benefit.
The liability of directors  shall be deemed further limited or eliminated to the
fullest extent  permitted by changes in the law governing this  corporation  and
approved  by a  majority  of the  entire  Board  of  Directors.  Any  repeal  or
modification of the provisions of this paragraph shall not adversely  affect the
duty, liability, rights or protection of a director existing at the time of such
repeal or modification.

                                  ARTICLE VII.

The annual meeting of this  corporation  shall be held at the Home Office in Des
Moines,  lowa,  on the third  Monday in May of each year for the  election  of a
director or directors and the transaction of any other business  properly coming
before the annual meeting.

Special  meetings of the  corporation may be called by the directors at any time
and shall be so called  upon the  written  request of five per cent (5%) of the
members,  which  request  shall  specify the matters  proposed to be acted upon.

Notice of the time and place of each annual and each  special  meeting  shall be
published  at least one time in a newspaper of general  circulation  in the city
where the  meeting is to be held not less than 30 nor more than 90 days prior to
the date of the meeting. No person shall be elected a director by the members at
any  meeting  except  an  annual  meeting  and then  only if duly  nominated  in
accordance  with the  requirements of the By-Laws and named in the notice of the
annual  meeting as a nominee for the class of  director  to be so elected.  Each
notice of a meeting  shall state the purpose of the meeting.  These  Amended and
Substituted  Articles  may be amended at any  meeting  only if the notice of the
meeting describes or sets out the proposed amendment.

At every annual or special meeting each member shall be entitled to one vote, to
be cast by ballot  signed by such member and mailed or  personally  delivered by
such member to the Home Office.  The Secretary of the corporation  will,  during
any 60 consecutive  regular business days immediately  preceding the date of the
annual or any  special  meeting,  give or mail to each  member  making a request
therefor  a  ballot, and shall if the Board of Directors so direct mail a ballot
to each member.  No ballot  received in any manner after the  adjournment of any
such meeting, or which in not signed by a member,  shall be counted upon matters
acted upon at the meeting. There will be no cumulative voting by proxy,

                                  ARTICLE VIII.

This  corporation  shall have no capital stock,  but shall be purely mutual as a
legal reserve company.

                                   ARTICLE IX.

Except as otherwise  provided in this Article,  each person who, and each entity
which, is regarded as present owner under the provisions of an original contract
of insurance or annuity issued by this corporation,  or, absent determination by
such  provisions,  under the  By-Laws  or rules of the  corporation,  shall be a
member of this  corporation  and  entitled to the  privileges  of such member as
defined herein,  in the By-Laws or in the contract of insurance or annuity,  but
so long only as the said  original  contract  of  insurance  or annuity  has not
matured or been surrendered and remains in force.  The membership  privileges of
those issued an original  contract of insurance or annuity on or before April 8,
1980, but not the owner on that date, shall be preserved. 

                                   ARTICLE X.

These Articles of  Incorporation  may be amended at any annual  meeting,  or any
special  meeting  called for that  purpose,  upon  notice  given as  required by
Article VII, upon a majority vote in favor of the amendment  cast by the members
voting at such meeting by ballot or in person.  The  amendment  shall be binding
upon all members of the corporation.  Any amendment will not affect contracts of
the members nor terminate  rights,  powers,  privileges,  and  franchises of the
corporation existing as of the time of amendment. 

                                    BY-LAWS

                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                     711 HIGH STREET DES MOINES, IOWA 50392

                       Adopted and Effective April 8, 1969
                       As Amended through August 15, 1994

                                    ARTICLE I
                      MEETINGS OF THE COMPANY, ELECTION OF
                          DIRECTORS AT ANNUAL MEETING

SECTION 1. Meetings of the Company.  The annual  meeting of the Company shall be
held in  accordance  with the  provisions  of the  Articles  at the hour of 9:00
o'clock A.M.., Des Moines time. Any special meeting of the Company shall be held
at the time and place  specified  in the  notice of such  special  meeting.  The
Chairman  of the Board or the  acting  Chairman  of the Board  shall  preside at
meetings of the  Company.  The  Secretary  of the  Corporation  shall act as the
Secretary of the meeting.  If either  person is unable to act in the  designated
capacity,  the members present shall elect a member to serve as chairman pro tem
or secretary pro tem.

SECTION 2. Notices and Ballots.  The  Secretary of the  Corporation  shall cause
notice of each meeting to be published and shall mail or make ballots  available
to members as  required  by the  Articles  and shall if so directed by the Board
mail a ballot to each member.  No name of a candidate  for election to the Board
shall be included  in the ballot  unless the  candidate  has been  nominated  as
provided in these By-Laws.

SECTION  3.  Election  of  Directors  and  Voting on  Propositions;  Failure  of
Election. At each annual meeting the ballots cast for candidates for election to
the Board,  and at each  annual  meeting or special  meeting  the  ballots  cast
concerning  any  proposition,  shall be referred to the Board for canvass at the
first meeting of the Board following such meeting of the Company. In the event a
candidate  for  election to the Board,  who is included in a class for which the
number of  candidates  nominated  for  election is greater than the number to be
elected,  dies or withdraws before election,  then there shall be no election of
Directors  in that class and the vacancy or  vacancies  created may be filled by
the Board, to serve until the next following annual meeting of the Company, when
a new  election  shall  be held  for the  unexpired  term  of  such  vacancy  or
vacancies.

The candidate or candidates  receiving the highest number of votes in each class
shall be declared  elected  Director or Directors,  and any  proposition  or any
other matter  submitted shall be declared carried or lost in accordance with the
majority of votes cast for or against it. No person  other than a candidate  may
be elected a Director.

                                   ARTICLE II
                           NOMINATION OF DIRECTORS AND
                                ELECTION BY BOARD

SECTION 1.  Nomination by Board.  The Board shall each year nominate  candidates
for election as Directors to succeed those whose terms are expiring.

SECTION 2. Nomination by Members. Members of the Company may nominate candidates
for  election as  Directors  to succeed  those whose  terms are  expiring,  upon
delivery to the Secretary of the  Corporation a certificate or  certificates  of
nomination  signed by members  residing in at least five states and numbering in
each such state not less than 1/25 of 1% of the total  membership  of the entire
Company  as of a date one  hundred  eighty  days prior to the date of the annual
meeting and including  the address and policy or contract  number of each member
so signing.

SECTION 3.  Qualification  of  Candidates.  To qualify as a  candidate,  whether
nominated by the Board or by members,  written  certificate or  certificates  of
nomination  shall be filed with the Secretary of the  Corporation  not more than
one hundred  eighty days nor less than ninety days before the date of the annual
meeting of the Company and shall be  accompanied  by a written  statement of the
nominee of his willingness to serve.

SECTION 4.  Assignment to Class.  Each  nomination of a candidate  shall be to a
class  to which  one or more  Directors  are to be  elected  at the next  annual
meeting of the  Company.  If any  nomination  made by the members of the Company
fails  to  assign  the  candidate  to any  class,  the  Board  shall  make  such
assignment.

SECTION 5.  Filling  Vacancies.  Any vacancy  upon the Board  (except  vacancies
resulting from failure of election as provided in Article I, Section 3), whether
resulting  from  death or  resignation  of a  Director,  increase  in  number of
Directors, or for any other reason, may be filled by the Board at any regular or
special  meeting,  and each such newly elected Director shall be assigned by the
Board to a class.

                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION 1. Number of Directors. The Board shall consist of thirteen Directors or
such larger or smaller number, within the limits specified by the Articles, as a
majority of the entire Board may determine at any regular or special  meeting of
the Board. 

SECTION 2. Meetings.  Regular meetings of the Board shall be held without notice
once in each calendar  quarter on such date and at such hour and place as may be
fixed by the Board,  except that the meeting in the second quarter shall be held
in the Home  Office  of the  Company  in Des  Moines  on the date of the  annual
meeting.  The date, hour and place of any regular meeting other than the meeting
in the second  quarter may be changed by the  Chairman of the Board,  if any, or
the  President,  by written  notice to all Directors at least thirty days before
the regular meeting date, provided that the date to which any meeting is changed
shall not be more than  fifteen days earlier or later than the date fixed by the
Board.  Special  meetings of the Board may be called at any time upon five days'
written notice given by the Chairman of the Board,  if any, the President or any
two Directors. In the alternative, upon oral or written notice received prior to
the time of the meeting by at least two-thirds of the Directors, the Chairman of
the Board,  or acting  Chairman of the Board,  may call a special meeting of the
Board to be held through communications equipment which permits all participants
to communicate with each other, with such participation  constituting attendance
at such  meeting.  Any  Director  may waive call or notice  required to be given
either before or after the time stated therein.  Any meeting may be continued to
the succeeding day if the Board does not complete the business  coming before it
on the  meeting  date.  

At all meetings of the Board, regular or special, a majority of its number shall
constitute a quorum for the transaction of business. If at any meeting less than
a quorum  is  present,  the  meeting  may be  adjourned  from  time to time to a
subsequent  date,  at which date the  meeting  may be held  without  notice if a
quorum is then present.

SECTION 3. Officers of the Board;  Duties. The Board shall elect from its number
a Chairman of the Board to serve at the  pleasure of the Board.  The Chairman of
the Board shall, if present, preside at each meeting of the Board and shall have
such  powers and shall  perform  such  duties as may be assigned to him by these
By-Laws or by or pursuant to  authorization  of the Board or, if the Chairman of
the  Board is not the  chief  executive  officer  of the  Company,  by the chief
executive officer.

The Board may at any  meeting of the Board  elect a  Secretary  of the Board and
such other  officers,  assistants  and  committees of the Board as the Board may
deem  necessary to serve  during the  pleasure of the Board,  each of whom shall
have and  perform  such  duties as may be assigned to him by the Board or by the
Chairman  of the Board.  The  Secretary  of the Board shall keep a record of all
proceedings of the Board.

The Board shall by  resolution  establish  a procedure  to provide for an acting
Chairman of the Board in the event the  current  Chairman of the Board is unable
to serve or act in that capacity.

SECTION 4.  Compensation  of  Directors.  Directors  who are not officers of the
Company  shall be entitled to an annual  retainer and an  additional  amount for
attendance  at each  regular or  special  meeting  of the Board or  meetings  of
committees of the Company,  plus expense of attending such meetings,  if any, as
may be fixed by the Board.

                                   ARTICLE IV
                             OFFICERS OF THE COMPANY

SECTION  1.  President.  The  Board  shall,  at the first  meeting  of the Board
following  the annual  meeting of the Company,  or at any meeting  thereafter to
fill a vacancy in the office,  elect from its number a President  of the Company
to serve for one year or until his successor is elected.

SECTION 2. Chief Executive Officer.  The Board shall empower either the Chairman
of the  Board,  if one is  elected,  or the  President  to  serve  as the  chief
executive officer of the Company.

SECTION 3. Other Officers Elected by Board.  At any  meeting of the Board it may
elect such officers of the Company, in addition to a President, as the Board may
deem necessary, to serve at the pleasure of the Board.

SECTION 4.  Other  Officers.  The Board may  authorize  the  Company to elect or
appoint other officers, each of whom shall serve at the pleasure of the Company.

SECTION 5. Duties of Officers.  The chief executive  officer shall supervise the
carrying  out of policies  adopted or approved  by the Board,  shall  exercise a
general supervision and superintendence over all the business and affairs of the
Company,  and shall  possess  such other powers and perform such other duties as
may be incident to his function.

The President,  if not the chief executive  officer,  shall have such powers and
perform such duties as may be assigned to him by these By-Laws or by or pursuant
to authorization of the Board or by the chief executive officer.

Other  officers  elected by the Board shall have such  powers and  perform  such
duties as may be assigned to them by or pursuant to  authorization  of the Board
or by the chief executive officer.

Officers  elected or appointed by the Company shall have such powers and perform
such duties as may be assigned to them by the Company.

SECTION 6. Compensation of Officers. The compensation of all officers elected by
the Board shall be fixed by the Board.  The  compensation of officers elected or
appointed by the Company  shall be fixed as provided by  resolution of the Board
of Directors.
                       
                                    ARTICLE V
                                   COMMITTEES

SECTION  1.  Executive  Committee.  An  Executive  Committee  is hereby  created
composed of five  Directors  and shall include the Chairman of the Board and the
chief executive officer if other than the Chairman of the Board.  Members of the
Executive  Committee  shall be  appointed  by and serve at the  pleasure  of the
Board.  If the Board has elected a Chairman  of the Board he shall,  if present,
preside at each meeting of the Executive Committee. In the absence or vacancy in
the office of the  Chairman  of the Board,  the chief  executive  officer  shall
preside.  If the Chairman of the Board is also the chief executive officer,  any
other member of the  Executive  Committee,  as  determined by the members of the
Executive Committee present,  shall preside at a meeting of the Committee in the
absence of the  Chairman of the Board.  The  Secretary of the Board shall act as
secretary of the Executive Committee and shall keep a record of all proceedings.
A majority of the members of the Executive Committee shall constitute a quorum.

SECTION 2. Powers of Executive Committee. The Executive Committee shall have and
may  exercise  the  powers of the Board in the  management  and  affairs  of the
Company except when the Board is in session and except the power to make,  alter
or repeal  By-Laws or to nominate  candidates for election to, fill vacancies in
or  change  the  number  of  members  of the  Board.  Actions  of the  Executive
Committee,  except when the rights or acts of third  parties  would be adversely
affected, shall be subject to the approval of the Board, which approval shall be
implied unless contrary action is taken by the Board.

SECTION 3. Other Committees.  Other committees composed of members or directors,
officers,  agents, or employees of the Company or of any subsidiary or affiliate
of the Company may be appointed and their respective functions, terms and duties
prescribed  from time to time by the Board of Directors,  by the chief executive
officer subject to the approval of the Board, or by the chief executive officer.

                                   ARTICLE VI
                      EXECUTION AND SIGNING OF INSTRUMENTS
                        AND CHECKS: FACSIMILE SIGNATURES

SECTION 1. Execution of Instruments.  Instruments  affecting or relating to real
estate or the  investment  of funds of the Company may be executed as authorized
by  resolution  of the Board or as may be  authorized  by such  officers  of the
Company as the Board designates.

SECTION 2.  Disposition  of Funds.  The funds of the Company  shall be paid out,
transferred or otherwise disposed of only in such manner and under such controls
as may be  authorized by resolution of the Board or as may be authorized by such
officers of the Company as the Board designates.

SECTION 3. Survival of Validity of Instrument  Bearing Facsimile  signature.  If
any  officer  whose  facsimile  signature  has  been  placed  upon  any  form of
instrument  shall have ceased to be such officer  before an  instrument  in such
form is issued,  such instrument may be issued with the same effect as if he had
been such officer at the time of its issue.

                                   ARTICLE VII
                                    INDEMNITY

The Board shall have the power to  indemnify,  or authorize  the officers of the
Company to indemnify,  directly and through insurance coverage,  each person now
or  hereafter  a Director,  officer,  employee  or other  representative  of the
Company, and that person's heirs and legal representatives, against all damages,
awards,  costs and  expenses,  including  counsel fees,  reasonably  incurred or
imposed in connection with or resulting from any action, suit or proceeding,  or
the settlement thereof prior to final  adjudication,  to which such person is or
may be made a party by  reason  of being or  having  been a  Director,  officer,
employee or other  representative  of the Company or by reason of service at the
request of the Company in any capacity with another entity or organization. Such
rights  or  indemnification  shall be in  addition  to any  rights  to which any
Director,  officer,  employee or other  representative  of the Company,  former,
present or future,  may  otherwise be entitled as a matter of law and subject to
such limitations permitted by law as may be established by the Board.

                                  ARTICLE VIII
                              AMENDMENT OF BY-LAWS

These By-Laws may be amended, altered or repealed by the Board at any regular or
special meeting of the Board,  provided  written notice  expressing in substance
the proposed  change  shall have been given to each  Director at least five days
prior to the date of such regular or special  meeting to each  Director who does
not waive  notice.  Notice  may be waived  by any  Director  by filing a written
waiver of notice with the  Secretary  of Board  before,  on or after the meeting
date.

                                   ARTICLE IX
                           MEANINGS OF WORDS AND TERMS

When used in these By-Laws, the following words and terms shall have the meaning
assigned to them in this Article.

 Company - Principal Mutual Life Insurance Company (which also may be
           known as Bankers Life Company and Princor Mutual Life
           Insurance Company)

   Board - Board of Directors of the Company

 By-Laws - these By-Laws of the Board, as from time to time amended

Articles - Articles of Incorporation of the Company, as from time to
           time amended

  member - a member of the Company, as defined in the Articles

Director - a person duly elected to the Board of the Company

   class - that group of  Directors  whose  terms  expire on the date of the
           same annual meeting of the Company. 

candidate- a person duly nominated for election to the Board pursuant to the 
           provisions of the Articles and By-Laws


February 8, 1993


Board of Directors
Principal Mutual Life Insurance Company
711 High Street
Des Moines, IA  50392

Re  Separate Account C

Gentlemen

The establishment of Separate Account C by the Board of Directors of
Principal Mutual Life Insurance Company as a separate account for assets
applicable to variable annuity contracts, pursuant to the then existing
provisions of the Code of Iowa applicable to the establishment of
separate accounts by Iowa domiciled life insurance companies, was
supervised by the office of General Counsel of the Company.  I have
supervised the preparation of the Registration Statement on Form N-4 to
be filed by Principal Mutual Life Insurance Company with the Securities
and Exchange Commission under the Securities Act of 1933 with respect to
the Pension Builder Group Variable Annuity Contracts.

It is my opinion that:

1.     Separate Account C is a separate account of the Company duly
       created and validly existing pursuant to Iowa law, currently
       consisting of three distinct Divisions.

2.     The Pension Builder Group Variable Annuity contracts, when issued
       in accordance with the Prospectuses contained or referred to in the
       Registration Statement and upon compliance with applicable local
       law, will be legal and binding obligations of the Company
       enforceable in accordance with their terms.

3.     All income and expenses and all gains and losses, whether or not
       realized, of Separate Account C, shall be credited to or charged
       against those assets, without regard to income and expenses or
       gains and losses of the Company.

4.     The assets of Separate Account C, equal to the reserves and other
       liabilities arising under the contracts, shall not be charged with
       any liabilities arising from any other business conducted by the
       Company.

In arriving at the foregoing opinion, I have made such examination of
law and examined such records and other documents as in my judgment are
necessary or appropriate.

I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption
"Legal Opinions" in the prospectus contained in the Registration
Statement.

Very truly yours


G. R. Narber
Senior Vice President
 and General Counsel

                         Consent of Independent Auditors








We  consent  to the  reference  to our  firm  under  the  captions  "Independent
Auditors" in Part A and Part B,  and to the use of our reports dated February 7,
1996 (with respect to Principal  Mutual Life Insurance  Company Separate Account
C) and  January 31,  1996  (with  respect to  Principal  Mutual  Life  Insurance
Company), in Post-Effective  Amendment No. 4 to the Registration Statement (Form
N-4 No.  33-58028)  and related  Prospectus of Principal  Mutual Life  Insurance
Company Separate Account C Pension Builder - Group Variable Annuity Contracts.

ERNST & YOUNG LLP

Des Moines, Iowa
April 11, 1996



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.

                                   M. Vermeer Andringa
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   R. M. Davis
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.

                                   D. J. Drury
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.

                                   C. D. Gelatt, Jr.
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   G. D. Hurd
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   T. M. Hutchison
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   C. S. Johnson
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   W. T. Kerr
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   L. Liu
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such  contracts held in the Principal  Mutual Life  Insurance  Company Life
Separate  Account C on Form N-4 or other forms under the Securities Act of 1933,
and any and all amendments  thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person;  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   V. H. Loewenstein
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form N-4 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   J. R. Price
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form N-4 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   B. A. Rice
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form N-4 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   J-P. C. Rosso
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form N-4 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   D. M. Stewart
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form N-4 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   E. E. Tallett
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form N-4 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   D. D. Thornton
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form N-4 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   F. W. Weitz
                                   _____________________________________________


                       SCHEDULE FOR COMPUTING TOTAL RETURN
                       HR-10 CAPITAL ACCUMULATION DIVISION

The  hypothetical  average  annual total return quotations for 1, 5 and 10 years
ending  on  December  31,  1995 are  computed  by  finding  the  average  annual
compounded  rates of return over the 1, 5 and 10 years that would  equate
the initial amount  invested to the ending  redeemable  value,  according to the
following formula:

                                    P(1 + T)n = ERV

Where:            P        =        a hypothetical initial payment of $1000

                  T        =        average annual total return

                  n        =        number of years

                  ERV               = ending  redeemable value of a hypothetical
                                    $1000  payment made at the  beginning of the
                                    1, 5, or 10 year  periods  at the end of the
                                    1,  5,  or 10 year  periods  (or  fractional
                                    portion thereof).

                  The above  calculation  includes all  recurring  fees that are
                  charged  to  all  contractowner   accounts  and  a  contingent
                  deferred sales charge subtracted form the ending value.

                  The  Division's  average  annual total returns for the 1, 5
                  and 10 years ending December 31, 1995 are calculated as 
                  follows:

1 YEAR

                  1000(1 + T)1 = 1,206.30

Solve for T

                  T = 20.63%

5 YEARS

                  1000 (1 + T)5 = 1,906.91

Solve for T

                  T = 13.78%

10 YEARS

                  1000 (1 + T)10 = 2,667.77

Solve for T

                  T = 10.31%
<PAGE>
                       SCHEDULE FOR COMPUTING TOTAL RETURN
                      HR-10 GOVERNMENT SECURITIES DIVISION

The hypothetical average annual total return quotations for 1 and 5 years ending
on December  31, 1995 and from April 14, 1987  (inception  of the  Division)  to
December 31, 1995 are computed by finding the average annual compounded rates of
return  over the 1 and 5 years and period that would  equate the initial  amount
invested to the ending redeemable value, according to the following formula:

                                    P(1 + T)n = ERV

Where:            P        =        a hypothetical initial payment of $1000

                  T        =        average annual total return

                  n        =        number of years

                  ERV               = ending  redeemable value of a hypothetical
                                    $1000  payment made at the  beginning of the
                                    1, 5, or 10 year  periods  at the end of the
                                    1,  5,  or 10 year  periods  (or  fractional
                                    portion thereof).

                  The above  calculation  includes all  recurring  fees that are
                  charged  to  all  contractowner   accounts  and  a  contingent
                  deferred sales charge subtracted form the ending value.

                  The  Division's  average  annual total returns for the 1 and 5
                  years ending December 31, 1995 and period April 14, 1987 to
                  December 31, 1995 are calculated as follows:

1 YEAR

                  1000(1 + T)1 = 1,088.80

Solve for T

                  T = 8.88%

5 YEARS

                  1000(1 + T)5 = 1,373.31

Solve for T

                  T = 6.55%

Period of April 14, 1987 -
December 31, 1995

                  1000(1 + T)3183/365 = 1,884.99

Solve for T

                  T = 7.54%


               SCHEDULE FOR COMPUTING ANNUALIZED ANNUALIZED YIELD
                         FOR SEPARATE ACCOUNT C HR-10
                              MONEY MARKET DIVISION

     The  yield  quotation  based on the seven day  period of  12/22/95  through
12/29/95  is  computed  by  determining  the net  change,  exclusive  of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one  accumulation  unit  of the  sub-account  at the  beginning  of the  period,
subtracting a  hypothetical  charge  reflecting  deductions  from  contractowner
accounts,  and  dividing  the  difference  by the  value of the  account  at the
beginning of the base period to obtain the base period return,  and  multiplying
the base period return by (365/7) according to the following formula:

                     a - b - c                  365
EFFECTIVE YIELD = (-------------)      x     -----------
                         b                       7     

Where:

         a = ending unit value

         b = beginning unit value

         c = expense factor for 7-day period


Separate Account B IRA/TSA's Annualized Yield is as follows:

 
ANNUALIZED YIELD = 
                  
     1.7641630  -  1.7628807  -  0.0000530160        365        
(((-------------------------------------------)  x -------    =    3.636002141
                   1.7628807                          7       

ANNUALIZED YIELD =            3.64%
<PAGE>
               SCHEDULE FOR COMPUTING EFFECTIVE EFFECTIVE YIELD
                          FOR SEPARATE ACCOUNT C HR-10
                              MONEY MARKET DIVISION

     The  effective  yield  quotation  based on the seven day period of 12/22/95
through 12/29/95 is computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one  accumulation  unit  of the  sub-account  at the  beginning  of the  period,
subtracting a hypothetical charge reflecting  deductions from result,  according
to the following formula:

                     a - b - c
EFFECTIVE YIELD = (----------------------+1)   ^ 365/7    -1
                          b

Where:

         a = ending unit value

         b = beginning unit value

         c = expense factor for 7-day period


Separate Account B IRA/TSA's Effective Yield is as follows:

                  
EFFECTIVE YIELD = 
                  
     1.7641630  -  1.7628807  -  0.0000530160
(((-------------------------------------------) + 1) ^ 365/7) - 1 = 3.701599155
                   1.7628807

EFFECTIVE YIELD =            3.70%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        3,431,031
<INVESTMENTS-AT-VALUE>                       4,074,988
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               4,074,988
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          146,582
<SHARES-COMMON-PRIOR>                          472,002
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 4,074,988
<DIVIDEND-INCOME>                               86,599
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                 437,283
<EXPENSES-NET>                               (100,443)
<NET-INVESTMENT-INCOME>                        423,439
<REALIZED-GAINS-CURRENT>                       619,160
<APPREC-INCREASE-CURRENT>                      665,019
<NET-CHANGE-FROM-OPS>                        1,707,618
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                      (8,696,352)
<NUMBER-OF-SHARES-SOLD>                        650,439
<NUMBER-OF-SHARES-REDEEMED>                (3,556,082)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     (6,988,734)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                100,443
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          809,151
<INVESTMENTS-AT-VALUE>                         834,687
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 834,687
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           79,117
<SHARES-COMMON-PRIOR>                          288,022
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   834,687
<DIVIDEND-INCOME>                               64,710
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (28,049)
<NET-INVESTMENT-INCOME>                         36,661
<REALIZED-GAINS-CURRENT>                      (52,383)
<APPREC-INCREASE-CURRENT>                      290,496
<NET-CHANGE-FROM-OPS>                          274,774
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                      (2,141,733)
<NUMBER-OF-SHARES-SOLD>                        494,421
<NUMBER-OF-SHARES-REDEEMED>                (1,762,773)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     (1,866,959)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 28,049
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          993,483
<INVESTMENTS-AT-VALUE>                         993,483
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 993,483
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          993,483
<SHARES-COMMON-PRIOR>                        2,460,961
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   993,483
<DIVIDEND-INCOME>                               88,245
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (29,444)
<NET-INVESTMENT-INCOME>                         58,801
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           58,801
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                      (1,526,279)
<NUMBER-OF-SHARES-SOLD>                        535,936
<NUMBER-OF-SHARES-REDEEMED>                (1,424,097)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     (1,467,478)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 29,444
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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