PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
485BPOS, 1996-04-12
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                                                       Registration No. 02-78001


                       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. __16__ __X__

                                     and/or


         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                             Amendment No. __12__ _____

                        (Check appropriate box or boxes)

           Principal Mutual Life Insurance Company Separate Account B
- --------------------------------------------------------------------------------
                           (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)

Registrant  has  heretofore  registered  an  indefinite  amount of such Separate
Account B Variable  Annuity  Contracts under the Securities Act of 1933 pursuant
to Rule  24f-2;  Registrant  filed a 24f-2  notice  for the fiscal  year  ending
December 31, 1995 on February 28, 1996.

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

        ___   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 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 B
               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 B
                                            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 Registrant,  Summary, Introduction, Description of
    Depositor, and Portfolio Companies   Principal Mutual Life Insurance
                                         Company, Principal Mutual Life
                                         Insurance Company Separate Account
                                         B, 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

Part B                                  Statement of Additional Information
                                        Caption**

15. Cover Page                          Principal Mutual Life Insurance
                                         Company Separate Account B 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.


                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT B

               PENSION BUILDER - GROUP VARIABLE ANNUITY CONTRACTS

                        FOR TAX-DEFERRED RETIREMENT PLANS


        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 B, 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  Contracts,  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 24 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   ...........................................................    5
Example  ..................................................................    6
Condensed Financial Information ...........................................    6
Summary    ................................................................    8
Introduction ..............................................................    8
Description of Principal Mutual Life Insurance Company ....................    9
Principal Mutual Life Insurance Company Separate Account B ................   10
Deductions under the Contracts ............................................   10
     Contingent Deferred Sales Charge......................................   10
     Administration Charge ................................................   11
     Separate Payment of Administration Charge ............................   11
     Mortality and Expense Risks Charge ...................................   12
     Premium Taxes ........................................................   12
Surplus Distribution at Sole Discretion of the Company ....................   12
The Contract  .............................................................   12
     Contract Values and Accounting Before Annuity Commencement Date ......   12
         Participant's Investment Accounts ................................   12
         Unit Value .......................................................   13
         Net Investment Factor ............................................   13
         Hypothetical Example of Calculation of Unit Value for the
              Capital Accumulation Division and Government 
              Securities Division..........................................   13
         Hypothetical Example of Calculation of Unit Value for
               the Money Market Division...................................   14
      Annuity Benefits ....................................................   14
         Selecting a Variable Annuity .....................................   14
         Forms of Variable Annuities ......................................   14
         Basis of Annuity Conversion Rates ................................   15
         Determining the Amount of the First Monthly Annuity Payment ......   16
         Determining the Amount of the Second and Subsequent
              Monthly Annuity Payments ....................................   16
         Hypothetical Example of Calculation of Annuity Payments ..........   16
     Payment on Death of Participant ......................................   17
         Prior to Annuity Commencement Date ...............................   17
         Subsequent to Annuity Commencement Date ..........................   17
     Withdrawals and Transfers ............................................   17
         Cash Withdrawals .................................................   17
         Transfers to the Contract ........................................   18
         Transfers Between Divisions ......................................   18
         Transfers to the Associated Fixed Contract .......................   18
         Special Situation Involving Alternate Funding Agents .............   18
         Postponement of Cash Withdrawal or Transfer ......................   19
     Other Contractual Provisions .........................................   19
         Contribution Limits ..............................................   19
         Assignment .......................................................   19
         Cessation of Contributions .......................................   19
         Limitation as to Participants.....................................   19
         Substitution of Securities........................................   19
         Changes in a Contract ............................................   20
         Statement of Values...............................................   20
Distribution of these Contracts............................................   20
Voting Rights     .........................................................   20
Federal Tax Status.........................................................   21
    

                                                                            Page
State Regulation ..........................................................   22
Legal Opinions  ...........................................................   22
Legal Proceedings .........................................................   22
Registration Statement.....................................................   22
Other Variable Annuity Contracts...........................................   22
Independent Auditors ......................................................   22
Financial Statements.......................................................   22
Appendix 1  ...............................................................   23
Appendix 2  ...............................................................   23
Contractholders' Inquiries.................................................   23
Table of Contents of the Statement of Additional Information...............   24

     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 B for these Contracts.

Associated  Fixed  Contract -- A  fixed-dollar  annuity  contract  issued by the
Company for use in connection with tax-deferred retirement plans or programs.

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.

Compensation -- The amount derived from personal services which is includable in
the gross income of the Participant for the taxable year.

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

Contract--  Each contract  issued by the Company with any of the following  form
numbers: GP A 5921, GP A 5925 and GP A 5927.

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 subject to Sections  403(b),  408 or 219 of the Internal
Revenue Code.

Contribution Year --

(a)  For  Individual   Retirement  Annuities  designed  for  ongoing  deductible
     Contributions -- the taxable year of a Participant.  The first Contribution
     Year of a  Participant  will  commence  the date the  Company  receives  an
     initial Contribution and terminate at the end of that taxable year.

(b)  For Rollover  Individual  Retirement  Annuities -- the twelve-month  period
     commencing on the date the Participant's first Contribution is received and
     each twelve-month period thereafter.

(c) For Tax Deferred  Annuities -- the twelve-month  period which coincides with
the Plan Year.

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

Employer -- The person or entity which employs a Participant.  For an unemployed
Participant for whom Contributions are made by a spouse, the term Employer means
the person or entity which employs that spouse.  For a Participant  covered by a
Tax Deferred  Annuity  arrangement,  the term Employer means such  Participant's
employer which is either an organization  described in Section  501(c)(3) of the
Internal  Revenue  Code  or  which  is  a  public  school  or  other  agency  or
instrumentality  of a state or  political  subdivision  of a state  described in
Internal Revenue Code Sections 403(b) or 170(b)(1)(A)(ii) and which has made the
Tax Deferred Annuity arrangement available to its employees.

Individual  Retirement  Annuity--  A plan or program  adopted by or on behalf of
individuals pursuant to Section 408 of the Internal Revenue Code.

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 B.

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 Fund -- Principal Capital  Accumulation Fund, Inc.,  Principal Government
Securities  Fund,  Inc.,  Principal Money Market 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.

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

Plan Year -- For Tax Deferred  Annuities 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 retirement  plan or program under which benefits are to be
provided to Participants pursuant to a Contract described herein.

Rollover  Individual  Retirement  Annuity -- An  Individual  Retirement  Annuity
designed for single premium rollover  Contributions pursuant to Internal Revenue
Code  Sections  402(a)(5),   402(a)(7),   403(a)(4),   403(b)(8),  408(d)(3)  or
409(b)(3)(c).

Separate Account B -- 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 Capital Accumulation
Division  (formerly  known as 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.

Tax Deferred  Annuity -- A plan or program  adopted by public school  systems or
other Employers pursuant to Section 403(b) of the Internal Revenue Code.

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 an Investment Account.

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 B for the Contract.

Written Notification -- Actual delivery to the Company at its home office in Des
Moines,  Iowa of an  appropriate  writing 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    ------------------------------
                          of Participant          Investment Accounts
                                                  Total Value of all
                                                  Investment Accounts
                                                  of Participant(1)
   Separate Account Annual Expenses
     (as a percentage of average account
       value)
     Mortality and Expense Risk Fees  1.4965%   (1.0001% for Rollover Individual
                                                 Retirement Annuity)
     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% .
    

(1)  If Contributions for a Participant are made under the Contract as part of a
     Retirement   Plan  sponsored  by,  or  program  of,  the  Employer  of  the
     Participant   and  the  Company   receives  all  of  that  portion  of  the
     contributions  under such a plan or program  directed to annuity  contracts
     for  all  employees   participating  in  the  plan  or  program,  then  the
     denominator  will be the  aggregate  value of all the  accounts  of all the
     Participants of the Employer.

   
                                            EXAMPLE
                                               1 Year 3 Years 5 Years 10 Years
  --------------------------------------------------- ------- ------- --------
If you surrender your contract    Capital
at the end of the applicable      Accumulation
time period:                      Division       $96    $136     $177     $285

 You would pay the following      Government
 expenses on a $1,000 investment, Securities
 assuming 5% annual return on     Division       $97    $137     $179     $289
 assets:
                                  Money Market
                                  Division       $97    $138     $180     $292

If you annuitize at the end       Capital
of the applicable time period     Accumulation
or do not surrender your          Division       $25     $75     $129     $276
contract:               


You would pay the following       Government
expenses on a $1,000 investment,  Securities
assuming 5% annual return on      Division       $25     $77     $131     $280
assets:
                                  Money Market
                                  Division       $25     $78     $133     $283
    

<TABLE>
<CAPTION>

CONDENSED FINANCIAL INFORMATION

     Selected  data  for  a  Pension  Builder   accumulation   unit  outstanding
throughout the period ended December 31:

                          Capital Accumulation Division

                               Pension Builder --
                                     IRA/TSA
   
                               1995     1994     1993     1992     1991    1990     1989     1988     1987    1986
                               ------------------------------------------------     ----     ----     ----    ----
Accumulation unit value:
<S>                           <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>   
   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         9,967   16,649   21,269   20,148   18,477  18,109   16,256   14,236   12,703   7,190
   units outstanding at end
   of period (in thousands)


                               Pension Builder --
                                  Rollover IRA
                               1995     1994     1993     1992     1991    1990     1989     1988     1987    1986
                               ------------------------------------------------     ----     ----     ----    ----
Accumulation unit value:
   Beginning of period        $2.845   $2.859   $2.679   $2.471   $1.800  $2.017   $1.753   $1.547   $1.468  $1.276
   End of period               3.715    2.845    2.859    2.679    2.471   1.800    2.017    1.753    1.547   1.468

Number of accumulation         2,115    5,598    8,602    8,207    7,535   6,750    6,111    5,328    4,824   2,212
   units outstanding at end
   of period (in thousands)

</TABLE>
<TABLE>
<CAPTION>
                                     Government Securities Division

                                            Pension Builder--
                                               IRA/TSA(1)
                               1995     1994     1993     1992     1991    1990     1989     1988     1987
                               ------------------------------------------------     ----     ----     ----
Accumulation unit value:
<S>                           <C>      <C>      <C>      <C>      <C>     <C>      <C>               <C>   
   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         3,738    5,947    7,432    6,200    4,912   3,732    2,782    2,115    1,001
   units outstanding at end
   of period (in thousands)

                                            Pension Builder--
                                             Rollover IRA(1)
                               1995     1994     1993     1992     1991    1990     1989     1988     1987
                               ------------------------------------------------     ----     ----     ----
Accumulation unit value:
   Beginning of period        $1.631   $1.726   $1.584   $1.497   $1.293  $1.192   $1.041   $ .971   $1.000
   End of period               1.923    1.631    1.726    1.584    1.497   1.293    1.192    1.041     .971

Number of accumulation         1,772    4,117    7,878    5,933    4,602   3,356    2,086    1,369     886
   units outstanding at end
   of period (in thousands)
<FN>
(1)  Commenced operations on April 14, 1987.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                              Money Market Division

                               Pension Builder --
                                   IRA/TSA
                               1995     1994     1993     1992     1991    1990     1989     1988     1987    1986
                               ------------------------------------------------     ----     ----     ----    ----
Accumulation unit value:
<S>                           <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>   
   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         1,327    1,997    2,905    3,841    4,639   5,366    5,302    3,142    2,070     752
   units outstanding at end
   of period (in thousands)

                                                          Pension Builder--
                                                           Rollover IRA
                               1995     1994     1993     1992     1991    1990     1989     1988     1987    1986
                               ------------------------------------------------     ----     ----     ----    ----
Accumulation unit value:
   Beginning of period        $1.739   $1.692   $1.664   $1.624   $1.548  $1.447   $1.341   $1.263   $1.199  $1.140
   End of period               1.817    1.739    1.692    1.664    1.624   1.548    1.447    1.341    1.263   1.199

Number of accumulation            440    2,227   2,894    3,699    3,999    3,300    3,865    1,509     747     381
   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 tax-deferred Retirement Plans in the form of (1) Tax Deferred Annuity plans
or programs adopted by public school systems or other agencies of a state or its
subdivisions or certain tax exempt  organizations  pursuant to Section 403(b) of
the Internal Revenue Code of 1954, and (2) Individual  Retirement  Annuity plans
or programs  adopted pursuant to Section 408 of the Internal Revenue Code. These
Contracts  will be sold  primarily  by persons  who are  insurance  agents of or
brokers for Principal Mutual Life Insurance Company. In addition,  these persons
will  usually  be  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?

     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.  For tax years
beginning after December 31, 1988, distributions from Tax Deferred Annuities may
begin only after the  Participant  attains age 59 1/2,  separates  from service,
dies or becomes disabled, or incurs a hardship. See "Withdrawals and Transfers."
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  tax-deferred  Retirement  Plans in the form of (1) Tax Deferred
Annuity plans or programs  adopted by public school systems or other agencies of
a state or its  subdivisions  or certain  tax exempt  organizations  pursuant to
Section  403(b)  of the  Internal  Revenue  Code and (2)  Individual  Retirement
Annuity  plans or  programs  adopted  pursuant  to Section  408 of the  Internal
Revenue  Code.  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 B.  Currently  there are three  Divisions:  the
Capital Accumulation Division (formerly known as 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  Capital  Accumulation  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 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
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
affect the market value of the  certificate,  and actual  prepayments can affect
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 B 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 50392,
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. It is a member of The Principal  Financial  Group, a
diversified family of insurance and financial services corporations.

   
     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 offers a full range of products and services for
businesses, groups and individuals including individual insurance, pension plans
and group/employee  benefits. The Company has ranked in the upper one percent of
life  insurers  in assets  and  premium  income  and has  consistently  received
excellent  ratings from the major rating firms based upon the  Company's  claims
paying  ability.  The Company has $51.3 billion in assets under  management  and
serves more than 9.3 million individuals and their families.
    

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B

     Separate  Account B was  established  on January  12,  1970  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 B are  credited  to or
charged  against  the assets of Separate  Account B 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 B 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 B.  Furthermore,  the assets of each Division
of Separate  Account B 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  B.  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 B. Also, although the
assets  maintained in Separate  Account B 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.

     Separate  Account B was registered on July 17, 1970 with the Securities and
Exchange  Commission as a unit investment trust under the Investment Company Act
of 1940,  as amended.  Such  registration  does not involve  supervision  by the
Commission of the investments or investment policies of Separate Account B.

   
     The Company is taxed as  an insurance company  under the  Internal  Revenue
Code. The operations of Separate  Account B 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 B 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 B are not
taxed.  The Company reserves the right to charge Separate Account B with, and to
create a reserve for, any tax liability which the Company  determines may result
from maintenance of Separate Account B. 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 1.91% of the average
net assets.
    

     There  are also  deductions  from and  expenses  paid out of the  assets of
Principal Capital  Accumulation Fund, Principal Money Market Fund, and Principal
Government Securities Fund. 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 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                        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 or an Alternate  Funding  Vehicle
     that  participates  in an  exchange  offer  for which an SEC order has been
     obtained.
    

     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.  An amount  equal to a percentage  of the total value of all  Investment
         Accounts of the Participant  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.)

     Individual Retirement Annuities established under the Contract by a working
     and a  nonworking  spouse  Participant  will be  combined  for  purposes of
     calculating the Administration Charge.

     If Contributions for a Participant are made under the Contract as part of a
     Retirement   Plan  sponsored  by,  or  program  of,  the  Employer  of  the
     Participant   and  the  Company   receives  all  of  that  portion  of  the
     contributions  under such a plan or program  directed to annuity  contracts
     for all employees participating in the plan or program, then the percentage
     determined  in 2. above will be based on the value of the  aggregate of all
     accounts of all the Participants of the Employer. By this means, the charge
     determined by 2. will be deducted pro rata from the Investment  Accounts of
     all the Participants based on their proportionate value of the aggregate of
     the accounts.  The portion of the charge  determined by 1. will be deducted
     from Participant's Investment Accounts on a per capita basis.

     The  Administration  Charge applicable to each Participant will be deducted
     from the Participant's  Investment  Accounts on the earlier of (i) the date
     the accounts are paid or applied in full (a total  redemption)  or (ii) the
     last day of the  Contribution  Year.  The  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.  A  Participant  in an
     Individual  Retirement  Annuity (but not a Rollover  Individual  Retirement
     Annuity) may similarly  agree,  by a revocable  written  agreement with the
     Company, to pay separately all or a portion of the Administration Charge.

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  B held  with  respect  to the  Contract.  The  charge is
     equivalent  to a simple  annual  rate of  1.4965%  (1.0001%  for a Rollover
     Individual  Retirement  Annuity).  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%
     (0.7511%  for a Rollover  Individual  Retirement  Annuity)  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,  the charge may not exceed  2.00% on an annual
     basis, and only one change may be made in any one year period.  Further, no
     increase  in the  charge in excess of 1.75% on an annual  basis may be made
     without the prior approval of the Securities and Exchange  Commission.  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  B.  For  Tax  Deferred   Annuities   the  types  of
         Contributions  are  Contributions by the Employer  pursuant to a salary
         modification   agreement,   other  Employer   Contributions   or  other
         Contributions that the Company agrees to accept.

         For Individual  Retirement  Annuities,  the types of Contributions  are
         generally Employer Contributions, Participant Contributions or rollover
         Contributions   arising  from  amounts   previously   deducted  by  the
         Participant  and  accumulated  under  an  account,  annuity  or bond as
         provided for in Internal Revenue Code Sections 408 or 409.

         For Rollover Individual Retirement  Annuities,  generally the only type
         of Contribution is a rollover Contribution pursuant to Internal Revenue
         Code Sections 402(a)(5),  402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3) or
         409(b)(3)(C).

         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 B 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  B  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 that 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 B.

         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%  (1.0001%  for a Rollover  Individual
              Retirement Annuity).

         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 B at the discretion of the Company.

     4.  Hypothetical  Example of  Calculation of Unit Value for the Capital 
         Accumulation  Division and Government Securities Division (excluding 
         Rollover Individual Retirement Annuity)

         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  (excluding  Rollover Individual Retirement Annuity)

         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 Plan allows  which is at least one month
         after the Written  Notification.  For  Participants  in a Tax  Deferred
         Annuity,  after 1988, the annuity commencement date cannot begin before
         the  participant is age 59 1/2,  separated from service,  or is totally
         disabled.

         As a general rule the annuity  commencement  for Individual  Retirement
         Annuities  and Tax Deferred  Annuities  cannot be later than April 1 of
         the calendar year following the calendar year in which the  Participant
         attains age 70 1/2. Participants in Individual Retirement Annuities may
         delay  the  commencement  date if they  notify us in  writing  that the
         distribution  requirements  are being met by  distributions  from other
         individual retirement arrangements.  Until 1989, a Tax Deferred Annuity
         Participant  may delay the Annuity  Commencement  Date until April 1 of
         the calendar year following the calendar year in which the  Participant
         terminated employment. In addition, Tax Deferred Annuity benefits which
         accrued before January 1, 1987 do not have to be distributed  until age
         75 or the first day of the month after termination of employment.

         Beginning   January  1,  1989,   amounts  which  were  required  to  be
         distributed  under the rules of the Internal Revenue Code, but were not
         distributed, are subject to a 50% excise tax.

         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, and if the Retirement Plan does
         not provide  one,  payments to an  unmarried  Participant  will be made
         under the annuity option  providing  Variable Life Annuity with Monthly
         Payments  Certain for Ten Years,  i.e.  providing  monthly payments for
         life with the provision that if the Participant dies prior to receiving
         all payments due in the first ten years, any remaining  payments due in
         that  period  will be paid to the  designated  beneficiary  unless  the
         beneficiary  requests  in  writing  that  the  Commuted  Value  of  the
         remaining  payments  be paid in a single  sum.  Payments  to a  married
         Participant  will be made under the annuity option providing a Variable
         Life Annuity  with  One-Half  Survivorship,  i.e.  payments  during the
         Participant's  lifetime  and  providing  further  that  one-half of the
         amount  otherwise  payable to the Participant  will be continued to the
         Participant's  spouse as  contingent  annuitant  so long as the  spouse
         survives the Participant.

     2.  Forms of Variable Annuities

         Because of certain restrictions  contained in the Internal Revenue Code
         and regulations thereunder,  an annuity option is not available under a
         Tax Deferred  Annuity  unless (i) the joint or contingent  annuitant is
         the  Participant's   spouse  or  (ii)  on  the  Participant's   Annuity
         Commencement  Date,  the present  value of the amount to be paid to the
         Participant  while living is greater  than 50% of the present  value of
         the total benefit to the Participant and the Participant's  beneficiary
         (or joint or contingent annuitant, if applicable).

         Similarly,  for Individual Retirement Annuities and Rollover Individual
         Retirement Annuities,  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 ruled 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.

         It is unclear at this time what  degree of  employer  involvement  will
         result in an  Individual  Retirement  Annuity or Tax  Deferred  Annuity
         being  considered a benefit of employment and therefore  subject to the
         Court's ruling.

         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 B 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 (excluding
         Individual  Rollover  Retirement Annuity)

         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 $1,750, 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.

         If a Participant  under a Contract  funding a Tax Deferred Annuity dies
         prior to Annuity  Commencement  Date, the Company,  upon receipt of due
         proof of death,  will, in accordance with prior  instructions  from the
         Participant,  either (i) pay the value of the Participant's  Investment
         Accounts to the  beneficiary  in a single sum or (ii) if an  Associated
         Fixed Contract has been issued,  cancel all Investment Account units as
         of the  date  of  receipt  of the  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.  Prior  to  any  payment  or  transfer  by the  Company,  the
         beneficiary  may  change  the  election  made  by the  Participant  or,
         alternatively,  elect  to have  the  Participant's  Investment  Account
         Values  applied to purchase a  supplementary  contract from the Company
         for annuity benefits.  Such a purchase must conform to the requirements
         of the supplementary contract.

         Under all  Contracts,  a  beneficiary  must  begin to  receive  Annuity
         Payments  or  receive a single  sum  payment  not later than five years
         after 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 the 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,
         any restrictions  imposed by provisions of the Internal Revenue Code 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.  Distributions  from Tax
         Deferred Annuities may begin only after the Participant  attains age 59
         1/2, separates from service,  dies or becomes disabled,  or in the case
         of hardship.

         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 B for the  Valuation  Period in
         which the  cancellation  is effective.  Units will also be cancelled to
         cover any charges assessed under (c) above.

         (Special  Note:  Under the Texas  Education  Code,  Participants  under
         contracts  issued in connection with Optional  Retirement  Programs for
         certain  employees  of  Texas  institutions  of  higher  education  are
         prohibited from making  withdrawals  except in the event of termination
         of employment, retirement or death of the Participant.)

     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  may be subject to  provisions  of an Employer  sponsored
         Retirement  Plan which  allows  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 for Tax
         Deferred  Annuities  are limited to (a) amounts  excludable  from gross
         income of Participants pursuant to the exclusion allowance provision of
         Section 403(b) of the Internal  Revenue Code, and (b) the  contribution
         limitation as specified in Section 415(c) of the Internal  Revenue Code
         unless  otherwise  allowed by the Company.  Maximum  Contributions  for
         Individual  Retirement  Annuities are limited to (a) amounts deductible
         by a Participant under Internal Revenue Code Section 219 or (b) amounts
         previously  deducted by the  Participant  under  Internal  Revenue Code
         Section  219  and  accumulated  in  another  funding  vehicle,   unless
         otherwise  allowed by the Company.  Maximum  Contributions for Rollover
         Individual  Retirement Annuities are limited to amounts the Participant
         is  entitled  to  roll  over  under  Internal   Revenue  Code  Sections
         402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), or 409(b)(3)(C).

     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. Any necessary approval of the
         Securities  and  Exchange  Commission  or of owners of or  participants
         under contracts  participating  in Separate Account B shall be obtained
         before any substitution is made.

      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.

DISTRIBUTION OF THESE CONTRACTS

     These Contracts,  which are continuously offered, will be sold primarily by
persons who are  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 will usually be 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 receives from the Company
an  overwriting  and  expense  fee of 1% of  Contributions  received  under  the
Contracts.   These   Contracts   may  also  be  sold  through   other   selected
broker-dealers  registered  under the Securities  Exchange Act of 1934.  Princor
Financial  Services  Corporation is also the principal  underwriter  for various
registered  investment  companies  organized by the Company.  Princor  Financial
Services Corporation is a wholly-owned  subsidiary of Principal Holding Company.
Principal Holding Company is a holding company and a wholly-owned  subsidiary of
the Company.

VOTING RIGHTS

     The Company  shall vote  Mutual  Fund shares held in Separate  Account B at
regular  and special  meetings of  shareholders  of each Mutual  Fund,  but will
follow voting  instructions  received from persons having the voting interest in
the Mutual Fund shares.

     The  number  of Mutual  Fund  shares  as to which a person  has the  voting
interest  will be  determined by the Company as of a date which will not be more
than  ninety  days  prior  to  the  meeting  of  the  Mutual  Fund,  and  voting
instructions will be solicited by written  communication at least ten days prior
to the meeting.

     During the  accumulation  period,  the Participant is the person having the
voting  interest  in the Mutual  Fund  shares  attributable  to each  Investment
Account.  The number of Mutual Fund shares held in Separate  Account B which are
attributable to each Investment Account is determined by dividing the Investment
Account Value by the net asset value of one Mutual Fund share.

     During the annuity period, the person then entitled to Annuity Payments has
the voting  interest  in the Mutual  Fund shares  attributable  to the  Variable
Annuity.  The number of Mutual Fund shares held in Separate  Account B which are
attributable to each Variable  Annuity is determined by dividing the reserve for
the  Variable  Annuity by the net asset  value of one  Mutual  Fund  share.  The
Participant's  voting  interest in the Mutual Fund  shares  attributable  to the
Variable  Annuity will  ordinarily  decrease during the annuity period since the
reserve for the Variable Annuity  decreases due to the reduction in the expected
payment period.

     Mutual Fund shares for which  participants or payees of variable  annuities
are entitled to give voting instructions,  but for which none are received,  and
shares of the Fund owned by the Company will be voted in the same  proportion as
the aggregate shares for which voting instructions have been received.

     Proxy  material  will be provided to each person  having a voting  interest
together with an appropriate form which may used to give voting  instructions to
the Company.

     If the  Company  determines  pursuant  to  applicable  law that Mutual Fund
shares held in  Separate  Account B need not be voted  pursuant to  instructions
received from persons  otherwise  having the voting  interest as provided above,
then the Company  may vote Mutual Fund shares held in Separate  Account B in its
own right.

FEDERAL TAX STATUS

     Investment gains of the Mutual Funds credited to Separate Account B 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 Annuity Payments at the
time of retirement  will be in a lower income tax bracket due to reduced  income
and larger exemptions.

     Under  Section  403(b) of the  Internal  Revenue  Code,  contributions  for
employees made under a Tax Deferred Annuity by a public school or other Employer
are  excludable  from the gross income of the  employees in the year made to the
extent  that the  aggregate  contributions  per year for such  employees  do not
exceed the exclusion  allowance  set forth in Section  403(b)(2) of the Internal
Revenue Code. (In addition,  contributions  are limited by the  restrictions  of
Section 415(c) of the Internal  Revenue  Code.)  Adjustments in the tax base are
allowed  where a portion of the cost of the benefit being  distributed  has been
paid by the Participant out of funds not excludable from the Participant's gross
income tax in the year made,  rather than having been paid by the  Participant's
Employer out of funds that were excludable from the  Participant's  gross income
tax in the year made.

     Distributions  from  a Tax  Deferred  Annuity  may  begin  only  after  the
participant  attains  age 59  1/2,  separates  from  service,  dies  or  becomes
disabled, or in the case of hardship.

     Under Sections 219 and 408 of the Internal  Revenue Code, an individual who
has earned income may establish an Individual Retirement Annuity plan or program
for the  accumulation  of retirement  savings on a  tax-deferred  basis for such
individual  and  such  individual's   nonemployed  spouse.  The  individual  may
establish  and make  contributions  into  such a plan or this may be done by the
individual's  employer or union.  These  contributions may be invested in, among
other things,  annuity contracts including the variable annuity contract offered
by this Prospectus. The law provides that such contributions will be deductible,
though only to the extent allowed by the Internal  Revenue Code. No deduction is
allowed for contributions  made during or after the year in which the individual
attains  age 70 1/2,  and  contributions  during or after that year,  as well as
contributions in excess of the limits,  are excess  contributions and may result
in certain adverse tax consequences.

     All distributions  under Individual  Retirement  Annuities and Tax Deferred
Annuities will be taxed as ordinary income.  Thus, these  distributions will not
be  eligible  for  capital  gains  treatment  or  the  special  averaging  rules
applicable to lump sum  distributions  from some types of qualifying plans. As a
general rule, any distribution  that is not in the form of a life annuity,  made
before  the  participant  attains  age 59 1/2  (except  in the event of death or
disability)  will be a premature  distribution  and be subject to a 10% penalty.
There is an  exception to this rule for Tax  Deferred  Annuities.  Distributions
from Tax Deferred  Annuities  which are due to separation from service after age
55 or  which  are used for  certain  medical  expenses  are not  subject  to the
penalty.

     Distributions  from  Individual   Retirement  Annuities  and  Tax  Deferred
Annuities  must begin before April 1 of the calendar year following the calendar
year in which the participant  attains age 70 1/2. There is an exception to this
rule for Tax Deferred  Annuities.  Tax Deferred  Annuity  benefits which accrued
prior  to  January  1,  1987  do not  have  to be  distributed  until  age 75 or
termination of employment.

     If a participant fails to make a required distribution a 50% excise tax may
be assessed on the amount required to be distributed.  In addition, as a general
rule,  distributions  over $150,000 a year, and lump sum  distributions  greater
than $750,000 are subject to a 15% excise tax.

     When a Participant under an Individual  Retirement  Annuity or Tax Deferred
Annuity  dies  before  the  Annuity   Commencement  Date,  all  values  must  be
distributed  to the  Participant's  beneficiary  within five  years.  The 5-year
payout rule does not apply to benefits paid to a surviving  spouse under a joint
and survivor  annuity  option,  nor to benefits paid to a surviving  beneficiary
under a permitted term certain period. If the surviving spouse is the designated
beneficiary, distribution of benefits need not begin until the date on which the
Participant  would have  attained  age 70 1/2 years,  and the  benefits  must be
distributed over the life of the surviving spouse or over a period not exceeding
the life  expectancy of the spouse.  A similar rule applies to other  designated
beneficiaries,  except that the distribution of benefits must commence not later
than one year after the date of death of the participant.

     It should be  recognized  that the  description  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 B, see  "Principal
Mutual Life Insurance Company Separate Account B".)

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 law 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 B is a
party or which would materially affect Separate Account B.

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 B. In the future, additional group or individual
variable annuity  contracts may be designated by the Company as participating in
Separate Account B.

   
INDEPENDENT AUDITORS
    

     The  financial  statements  of  Principal  Mutual  Life  Insurance  Company
Separate  Account  B 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:

                                         403(b)             408 Individual
                                      Tax Deferred            Retirement
                                        Annuities              Accounts


     Alabama                               1.00%                  1.00%
     California                            0.50                   0.50
     District of Columbia                  2.25                   2.25
     Kentucky                              2.00                   2.00
     West Virginia                         1.00                   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 a
charge equal to 0.5% of the first $50,000 of a Participant's  Investment Account
Values.  The amount of the percentage  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 and the  denominator of which is
the  total  value  of the  Investment  Accounts.  Assume  that  a  Participant's
Investment Account Value based on the Capital  Accumulation  Division is $40,000
and the Investment  Account Value based on the Money Market Division is $60,000.
In this case,  the total  Investment  Account Value of $100,000 is multiplied by
0.25% ($250/$100,000) resulting in a charge of $250. The combined charge of $275
($25 plus $250) is deducted  proportionately from the Investment Accounts of the
Participant,  $110 (40% of $275) from the Investment  Account Value based on the
Capital Accumulation Division and $165 (60% of $275) from the Investment Account
Value based on the Money Market Division.

     Assume that in the example above all of the annuity contributions under the
Retirement  Plan of the Employer are payable to the  Company.  As a result,  the
percentage used to determine the second  component of the charge is based on the
aggregate  Investment  Account Values of all  Participants of the Employer.  For
example,  assume  that there is one other  Participant  with a total  Investment
Account  Value  of  $200,000.   The  total  Investment  Account  Value  of  each
Participant is multiplied by a percentage the numerator of which is $250 (0.5% x
$50,000) and the denominator of which is $300,000, or 0.08333%.  The Participant
with  a  total   Investment   Account   Value  of  $100,000  is  subject  to  an
Administration  Charge of $108.33,  $25 plus $83.33 (0.0008333 x $100,000),  and
the Participant with a total Investment  Account Value of $200,000 is subject to
an Administration Charge of $191.67, $25 plus $166.67 (0.0008333 x $200,000). In
effect, the $250 charge based on the Participants'  aggregate Investment Account
Values has been allocated proportionately between them.

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.

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 B   .........    5

         Report of Independent Auditors    ...............................   22

    Principal Mutual Life Insurance Company    ...........................   23

         Report of Independent Auditors   ................................   45

    

         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 B

               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 B 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




BB 4363 B-7

<PAGE>
   
                                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 B............   5

         Report of Independent Auditors....................................  22

     Principal Mutual Life Insurance Company...............................  23

         Report of Independent Auditors....................................  45
    

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 B and  Principal  Mutual Life
Insurance Company and perform audit and accounting services for Separate Account
B 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              $5,326,848.77                 $26,014.78
            1994              $2,347,858.73                 $60,600.11
            1993                $443,683.87                 $95,009.83
    
 

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." The
7-day yields of the Money Market  Division  for the period  ending  December 31,
1995 are:
    

   
                     Annualized Yield                    Effective Yield
                     ----------------                    ---------------
TSA/IRA                   3.56%                               3.62%
Rollover IRA              4.06%                               4.14%
    

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 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.

The average annual total returns for the period ending December 31, 1995 are:

   
                           With Contingent             Without Contingent
                         Deferred Sales Charge        Deferred Sales Charge
                         ---------------------        ---------------------
                         One      Five    Ten          One    Five      Ten
                        Year      Year   Year         Year    Year     Year
                        ----      ----   ----         ----    ----     ---- 
Capital Accumulation                                   
 Division                                              
     TSA/IRA            20.25%   13.49%  10.13%       29.31%  14.47%   10.21%   
     Rollover IRA       20.85%   14.06%  10.68%       29.95%  15.04%   10.76%   
Government Securities                                  
 Division                                            
     TSA/IRA             8.52%    6.28%   7.34%(1)    16.69%   7.19%    7.52%(1)
     Rollover IRA        9.06%    6.80%   7.88%(1)    17.27%   7.72%    8.05%(1)
                                           
                                                               
(1)  Period from April 14, 1987 - December 31, 1995          
     

<TABLE>
<CAPTION>
   
                         Principal Mutual Life Insurance
                           Company Separate Account B

                             Statement of Net Assets

                                December 31, 1995




Assets
Investments (Note 1):
   Aggressive Growth Division:
     Principal Aggressive Growth Fund, Inc. - 1,483,620 shares at net asset value of
<S>                                                                                         <C>          
       $12.94 per share (cost - $18,325,213)                                                $  19,198,047
   Asset Allocation Division:
     Principal Asset Allocation Fund, Inc. - 975,797 shares at net asset value of
       $11.11 per share (cost - $10,437,689)                                                   10,841,100
   Balanced Division:
     Principal Balanced Fund, Inc. - 1,522,049 shares at net asset value
       of $13.97 per share (cost - $20,112,401)                                                21,263,022
   Bond Division:
     Principal Bond Fund, Inc. - 1,588,119 shares at net asset value of $11.73 per
       share (cost - $18,122,886)                                                              18,628,633
   Capital Accumulation Division:
     Principal Capital Accumulation Fund, Inc. - 3,728,696 shares at net asset value
       of $27.80 per share (cost - $92,908,561)                                               103,657,763
   Emerging Growth Division:
     Principal Emerging Growth Fund, Inc. - 1,665,414 shares at net
       asset value of $25.33 per share (cost - $37,189,023)                                    42,184,948
   Government Securities Division:
     Principal Government Securities Fund, Inc. - 4,307,388 shares at
       net asset value of $10.55 per share (cost - $44,523,062)                                45,442,936
   Growth Division:
     Principal Growth Fund, Inc. - 3,049,334 shares at net asset value of $12.43 per
       share (cost - $33,989,529)                                                              37,903,233
   Money Market Division:
     Principal Money Market Fund, Inc. - 22,309,488 shares at net asset value (cost)
       of $1.00 per share                                                                      22,309,488
   World Division:
     Principal World Fund, Inc. - 2,349,081 shares at net asset value of $10.72 per
       share (cost - $23,424,723)                                                              25,182,149
                                                                                        ===================
Net assets                                                                                   $346,611,319
                                                                                        ===================
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                       Statement of Net Assets (continued)




                                                                                Unit
                                                                 Units         Value
                                                            ----------------------------
                                                            ----------------------------
Net assets are represented by:
   Aggressive Growth Division:
     Contracts in accumulation period - The Principal
<S>                                                              <C>           <C>          <C>          
       Variable Annuity                                          1,323,663     $14.50       $  19,198,047

   Asset Allocation Division:
     Contracts in accumulation period - The Principal
       Variable Annuity                                            911,657      11.89          10,841,100

   Balanced Division:
     Contracts in accumulation period:
       Personal Variable                                           327,372       1.21             395,555
       Premier Variable                                          3,316,975       1.21           4,018,252
       The Principal Variable Annuity                            1,373,157      12.27          16,849,215
                                                                                        -------------------
                                                                                        -------------------
                                                                                               21,263,022
   Bond Division:
     Contracts in accumulation period:
       Personal Variable                                           101,036       1.23             124,183
       Premier Variable                                          1,207,749       1.23           1,488,447
       The Principal Variable Annuity                            1,401,301      12.14          17,016,003
                                                                                        -------------------
                                                                                        -------------------
                                                                                               18,628,633
   Capital Accumulation Division:
     Currently payable annuity contracts:
       Bankers Flexible Annuity                                     10,014      17.70             177,260
       Pension Builder Plus - Rollover IRA                          67,563       3.72             251,017
     Contracts in accumulation period:
       Bankers Flexible Annuity                                    324,861      17.70           5,751,347
       Pension Builder Plus                                      9,967,305       3.41          33,981,462
       Pension Builder Plus - Rollover IRA                       2,115,464       3.72           7,859,055
       Personal Variable                                         2,336,347       1.50           3,500,687
       Premier Variable                                         14,824,208       1.51          22,380,360
       The Principal Variable Annuity                            2,231,777      13.33          29,756,575
                                                                                        -------------------
                                                                                        -------------------
                                                                                              103,657,763
   Emerging Growth Division:
     Contracts in accumulation period:
       Personal Variable                                           287,939       1.27             365,808
       Premier Variable                                          1,895,863       1.27           2,415,033
       The Principal Variable Annuity                            3,059,324      12.88          39,404,107
                                                                                        -------------------
                                                                                        -------------------
                                                                                               42,184,948
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                       Statement of Net Assets (continued)




                                                                                Unit
                                                                 Units         Value
                                                            ----------------------------
Net assets are represented by (continued):
   Government Securities Division:
     Contracts in accumulation period:
<S>                                                              <C>          <C>          <C>           
       Pension Builder Plus                                      3,738,233    $  1.84      $    6,882,964
       Pension Builder Plus - Rollover IRA                       1,771,981       1.92           3,407,555
       Personal Variable                                         1,889,788       1.26           2,371,868
       Premier Variable                                          7,159,023       1.26           9,053,348
       The Principal Variable Annuity                            2,023,123      11.73          23,727,201
                                                                                        -------------------
                                                                                        -------------------
                                                                                               45,442,936
   Growth Division:
     Contracts in accumulation period:
       Personal Variable                                           277,708       1.25             346,944
       Premier Variable                                          2,859,893       1.25           3,582,532
       The Principal Variable Annuity                            2,619,339      12.97          33,973,757
                                                                                        -------------------
                                                                                        -------------------
                                                                                               37,903,233
   Money Market Division:
     Contracts in accumulation period:
       Pension Builder Plus                                      1,327,197       1.76           2,339,446
       Pension Builder Plus - Rollover IRA                         439,501       1.82             797,914
       Personal Variable                                         1,143,063       1.12           1,278,235
       Premier Variable                                          2,958,777       1.13           3,335,350
       The Principal Variable Annuity                            1,370,204      10.63          14,558,543
                                                                                        -------------------
                                                                                        -------------------
                                                                                               22,309,488
   World Division:
     Contracts in accumulation period:
       Personal Variable                                           159,698       1.09             173,584
       Premier Variable                                          1,672,346       1.09           1,822,554
       The Principal Variable Annuity                            2,145,969      10.80          23,186,011
                                                                                        -------------------
                                                                                        -------------------
                                                                                               25,182,149
                                                                                        ===================
Net assets                                                                                   $346,611,319
                                                                                        ===================



See accompanying notes.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                             Statement of Operations

                          Year ended December 31, 1995




                                                                 Aggressive        Asset
                                                                   Growth       Allocation       Balanced
                                                   Combined       Division       Division        Division
                                                --------------------------------------------------------------
                                                --------------------------------------------------------------
Investment income
Income:
<S>                                              <C>            <C>            <C>             <C>        
   Dividends (Note 1)                            $  8,765,352   $   169,797    $   363,337     $   636,546
   Capital gains distributions                     11,188,947     1,879,337        270,245         392,158
                                                --------------------------------------------------------------
                                                --------------------------------------------------------------
                                                   19,954,299     2,049,134        633,582       1,028,704

Expenses (Note 2):
   Mortality and expense risks                      2,690,588       125,688         80,633         122,571
   Administration charges                             345,587         7,043          1,214           1,975
   Contingent sales charges                           227,015         4,176          2,173           4,526
                                                --------------------------------------------------------------
                                                --------------------------------------------------------------
                                                    3,263,190       136,907         84,020         129,072
                                                --------------------------------------------------------------
                                                --------------------------------------------------------------
Net investment income                              16,691,109     1,912,227        549,562         899,632

Realized and unrealized gains (losses) on
   investments (Note 4)
Net realized gains (losses) on investments          2,865,382       448,426         74,402         103,410
Change in net unrealized appreciation/
   depreciation of investments                     31,314,846       912,921        490,584       1,347,509
                                                --------------------------------------------------------------
                                                ==============================================================
Net increase in net assets resulting from
   operations                                     $50,871,337    $3,273,574     $1,114,548      $2,350,551
                                                ==============================================================



See accompanying notes.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                   Capital
                 Accumulation     Emerging      Government                    Money Market
 Bond Division     Division        Growth       Securities   Growth Division    Division    World Division
                                  Division       Division
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------


<C>              <C>            <C>             <C>           <C>               <C>           <C>        
$   918,871      $  2,051,110   $   353,883     $2,482,944    $   495,175       $879,065      $   414,624
          -         8,040,992       330,442              -        257,829              -           17,944
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
    918,871        10,092,102       684,325      2,482,944        753,004        879,065          432,568


    103,748           950,830       306,214        357,325        258,835        171,164          213,580
      1,284           223,785        13,050         64,967          4,604         25,185            2,480
      7,310           114,476        10,588         38,738         10,167         26,112            8,749
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
    112,342         1,289,091       329,852        461,030        273,606        222,461          224,809
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
    806,529         8,803,011       354,473      2,021,914        479,398        656,604          207,759



     50,961         1,908,275       241,047       (303,527)       254,149              -           88,239

    679,932        12,768,964     5,294,039      3,801,338      3,955,502              -        2,064,057
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

 $1,537,422       $23,480,250    $5,889,559     $5,519,725     $4,689,049       $656,604       $2,360,055
===========================================================================================================


</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                       Statements of Changes in Net Assets

                     Years ended December 31, 1995 and 1994




                                                                    Aggressive        Asset
                                                                      Growth       Allocation        Balanced
                                                     Combined        Division       Division         Division
                                                  ----------------------------------------------------------------
                                                                                                 
<S>                                                  <C>               <C>             <C>            <C>  
Net assets at January 1, 1994                        $137,066,766 $              $               $              -
                                                                             -              -

Increase (decrease) in net assets
Operations:
   Net investment income                                6,189,070       28,335         66,422         151,699
   Net realized gains (losses) on investments             145,940          316            (74)           (635)
   Change in net unrealized appreciation/
     depreciation of investments                       (9,269,736)     (40,087)       (87,173)       (196,888)
                                                  ----------------------------------------------------------------
                                                  ----------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                     (2,934,726)     (11,436)       (20,825)        (45,824)
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes        162,307,213    3,729,494      3,048,277       3,914,946
   Contract terminations                              (40,138,840)      (3,855)          (100)              -
   Death benefit payments                                 (45,257)      (4,629)             -               -
   Flexible withdrawal option payments                    (98,120)      (1,190)        (1,931)         (4,660)
   Transfer payments to other contracts               (78,225,382)     (23,882)             -         (44,750)
   Annuity payments                                       (45,771)           -              -               -
   Mortality guarantee transfer                            (1,830)           -              -               -
                                                  ----------------------------------------------------------------
                                                  ----------------------------------------------------------------
Increase (decrease) in net assets from principal
   transactions                                        43,752,013    3,695,938      3,046,246       3,865,536
                                                  ----------------------------------------------------------------
                                                  ----------------------------------------------------------------
Total increase (decrease)                              40,817,287    3,684,502      3,025,421       3,819,712
                                                  ----------------------------------------------------------------
Net assets at December 31, 1994                       177,884,053    3,684,502      3,025,421       3,819,712


</TABLE>

<PAGE>



<TABLE>
<CAPTION>
                   Capital
                 Accumulation     Emerging      Government                    Money Market
 Bond Division     Division        Growth       Securities   Growth Division    Division    World Division
                                  Division       Division
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

<C>              <C>            <C>            <C>           <C>                <C>              <C>
$                $96,467,365   $               $29,762,953   $                  $10,836,448 $
          -                              -                              -                             -



    194,093        3,292,499       322,224       1,751,663         51,605         277,374         53,156
        267          671,701        (1,080)       (527,977)         5,584               -         (2,162)

   (174,185)      (4,877,919)     (298,114)     (3,246,941)       (41,798)              -       (306,631)
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

     20,175         (913,719)       23,030      (2,023,255)        15,391         277,374       (255,637)


  3,076,098       29,730,601    10,224,130      19,469,052      8,448,347      71,213,235      9,453,033
          -      (26,290,355)       (5,153)    (10,515,456)        (5,272)     (3,308,423)       (10,226)
          -          (11,029)      (14,169)         (3,039)        (4,690)              -         (7,701)
     (2,423)          (3,620)      (26,751)         (7,540)       (23,355)              -        (26,650)
    (37,501)      (9,201,231)     (235,391)     (6,409,017)      (329,097)    (61,909,148)       (35,365)
          -          (45,771)            -               -              -               -              -
          -           (1,830)            -               -              -               -              -
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

  3,036,174       (5,823,235)    9,942,666       2,534,000      8,085,933       5,995,664      9,373,091
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
  3,056,349       (6,736,954)    9,965,696         510,745      8,101,324       6,273,038      9,117,454
- -----------------------------------------------------------------------------------------------------------
  3,056,349       89,730,411     9,965,696      30,273,698      8,101,324      17,109,486      9,117,454

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                 Statements of Changes in Net Assets (continued)





                                                                    Aggressive        Asset
                                                                      Growth       Allocation        Balanced
                                                     Combined        Division       Division         Division
                                                  ----------------------------------------------------------------
                                                                                                 
<S>                                                  <C>           <C>            <C>             <C>         
Net assets at January 1, 1995                        $177,884,053  $  3,684,502   $  3,025,421    $  3,819,712

Increase (decrease) in net assets
Operations:
   Net investment income                               16,691,109     1,912,227        549,562         899,632
   Net realized gains (losses) on investments           2,865,382       448,426         74,402         103,410
   Change in net unrealized appreciation/
     depreciation of investments                       31,314,846       912,921        490,584       1,347,509
                                                  ----------------------------------------------------------------
                                                  ----------------------------------------------------------------
Net increase in net assets resulting from
   operations                                          50,871,337     3,273,574      1,114,548       2,350,551
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes        283,284,033    14,908,019      7,493,760      17,579,517
   Contract terminations                              (51,871,322)     (147,494)       (76,769)       (243,855)
   Death benefit payments                                (616,609)     (111,616)       (30,363)        (22,485)
   Flexible withdrawal option payments                   (591,573)      (23,563)       (12,654)        (56,396)
   Transfer payments to other contracts              (112,300,367)   (2,385,375)      (672,843)     (2,164,022)
   Annuity payments                                       (48,233)            -              -               -
                                                  ----------------------------------------------------------------
                                                  ----------------------------------------------------------------
Increase (decrease) in net assets from principal
   transactions                                       117,855,929    12,239,971      6,701,131      15,092,759
                                                  ----------------------------------------------------------------
                                                  ----------------------------------------------------------------
Total increase                                        168,727,266    15,513,545      7,815,679      17,443,310
                                                  ----------------------------------------------------------------
                                                  ================================================================
Net assets at December 31, 1995                      $346,611,319   $19,198,047    $10,841,100     $21,263,022
                                                  ================================================================



See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    Capital
                 Accumulation     Emerging      Government                    Money Market
 Bond Division     Division        Growth       Securities        Growth        Division    World Division
                                  Division       Division        Division
- -----------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------

<S>               <C>             <C>             <C>            <C>             <C>         <C>         
  $  3,056,349    $  89,730,411   $  9,965,696    $30,273,698    $  8,101,324    $17,109,486 $  9,117,454



       806,529        8,803,011        354,473      2,021,914         479,398        656,604       207,759
        50,961        1,908,275        241,047       (303,527)        254,149              -        88,239

       679,932       12,768,964      5,294,039      3,801,338       3,955,502              -     2,064,057
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------

     1,537,422       23,480,250      5,889,559      5,519,725       4,689,049        656,604     2,360,055


    15,702,412       37,285,598     28,874,128     24,062,104      29,628,926     92,190,303    15,559,266
      (274,508)     (34,074,636)      (420,250)    (9,547,633)       (428,438)    (6,320,639)     (337,100)
       (44,089)         (80,185)       (14,885)      (129,425)        (44,665)       (97,824)      (41,072)
       (73,005)         (87,530)       (52,968)       (96,784)        (50,522)       (85,680)      (52,471)
    (1,275,948)     (12,547,912)    (2,056,332)    (4,638,749)     (3,992,441)   (81,142,762)   (1,423,983)
             -          (48,233)             -              -               -              -             -
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------

    14,034,862       (9,552,898)    26,329,693      9,649,513      25,112,860      4,543,398    13,704,640
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
    15,572,284       13,927,352     32,219,252     15,169,238      29,801,909      5,200,002    16,064,695
- -------------------------------------------------------------------------------------------------------------
=============================================================================================================
   $18,628,633     $103,657,763    $42,184,948    $45,442,936     $37,903,233    $22,309,488   $25,182,149
=============================================================================================================

</TABLE>


<PAGE>


                         Principal Mutual Life Insurance
                           Company Separate Account B

                          Notes to Financial Statements

                                December 31, 1995


1.  Investment and Accounting Policies

Principal  Mutual Life  Insurance  Company  Separate  Account B is a  segregated
investment account of Principal Mutual Life Insurance Company (Principal Mutual)
and is registered under the Investment  Company Act of 1940 as a unit investment
trust, with no stated limitations on the number of authorized units. As directed
by  eligible  contractholders,  Separate  Account B invests  solely in shares of
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 Money
Market  Fund,  Inc.,  and  Principal  World  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.

Principal  Mutual no longer accepts  contributions  for Bankers Flexible Annuity
contracts.  Beginning in early 1996, it is anticipated that  contributions  will
also no longer be accepted for Pension Builder Plus contracts, with transfer and
withdrawal options of affected contractholders to be communicated at that time.


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 $26,286 and $1,187, respectively, during the year ended December 31,
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 B.

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%  (1.0001%  for a Rollover  Individual  Retirement  Annuity) 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
<PAGE>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)

2.  Expenses (continued)

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 $836,135,  $131,273, and
$285,909, respectively, during the year ended December 31, 1995.

Personal  Variable  Contracts - Mortality and expense risks assumed by Principal
Mutual are compensated for by a charge  equivalent to an annual rate of 0.55% of
the asset value of each contract.  A contingent  sales charge of up to 5% may be
deducted from withdrawals from an investment  account which correlates to a plan
participant  made  during  the  first  seven  years  from  the  date  the  first
contribution  which relates to such participant is accepted by Principal Mutual.
This charge does not apply to withdrawals  made from  investment  accounts which
correlate to a plan participant as a result of the plan  participant's  death or
permanent  disability.  An annual  administration charge of $31 (1994 - $28) for
each  participant's  account  plus  0.35%  of  the  annual  average  balance  of
investment account values which correlate to a plan participant will be deducted
on a quarterly  basis.  The charges for mortality and expense risks,  contingent
sales and annual  administration  amounted to  $29,903,  $16,882,  and  $17,673,
respectively, during the year ended December 31, 1995.

Premier  Variable  Contracts - Mortality  and expense risks assumed by Principal
Mutual are compensated for by a charge  equivalent to an annual rate of 0.33% of
the asset value of each contract.  An annual  administration  charge of $300 for
each  contract  account plus .35% of the annual  average  balance of  investment
account  values  under the  contract  will be billed or  deducted on a quarterly
basis.  The  charges  for  mortality  expense  risks and  annual  administration
amounted to $117,935 and $1,813,  respectively,  during the year ended  December
31,  1995.  There  were  no  contingent  sales  charges  provided  for in  these
contracts.

The Principal  Variable  Annuity  (initially  available in 1994) - Mortality and
expense  risks  assumed  by  Principal  Mutual are  compensated  for by a charge
equivalent  to an annual  rate of 1.25% of the asset value of each  contract.  A
contingent  sales charge of up to 6% may be deducted from the  withdrawals  made
during  the first six years of a  contract,  except  for  death,  annuitization,
permanent  disability,  confinement  in a  health  care  facility,  or  terminal
illness.  An annual  administration  charge of the lessor of two  percent of the
accumulated value or $30 is deducted at the end of the contract year.  Principal
Mutual  reserves the right to charge an additional  administrative  fee of up to
0.15% of the asset value of each Division.  This fee is currently  being waived.
The  mortality  expense  risks,  contingent  sales,  and  annual  administration
amounted to  $1,680,329,  $78,860,  and $39,005,  respectively,  during the year
ended December 31, 1995.


3.  Federal Income Taxes

Operations  of  Separate  Account B 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 B.


<PAGE>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)

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:

                                                                Year ended December 31, 1995
                                            ----------------------------------------------------------------------
                                                 Units            Amount            Units            Amount
                                               Purchased         Purchased        Redeemed          Redeemed
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
   Aggressive Growth Division:
<S>                                              <C>               <C>                <C>           <C>         
     The Principal Variable Annuity              1,162,971         $16,957,154        201,095       $  2,804,956

   Asset Allocation Division:
     The Principal Variable Annuity                678,626           8,127,343         70,172            876,650

   Balanced Division:
     Personal Variable                             334,553             385,447         11,639             14,109
     Premier Variable                            4,677,390           5,246,438      1,485,326          1,592,984
     The Principal Variable Annuity              1,080,849          12,976,336         78,060          1,008,737
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                 6,092,792          18,608,221      1,575,025          2,615,830
   Bond Division:
     Personal Variable                             123,065             148,020         22,243             25,730
     Premier Variable                            1,840,967           2,123,674        663,884            722,145
     The Principal Variable Annuity              1,184,200          14,349,589         83,479          1,032,017
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                 3,148,232          16,621,283        769,606          1,779,892
   Capital Accumulation Division:
     Bankers Flexible Annuity                       (2,074)            586,673         26,790            484,160
     Pension Builder Plus                        1,177,659           6,843,608      7,859,266         22,762,416
     Pension Builder Plus - Rollover IRA
                                                 1,886,220           1,378,668      5,357,391         11,244,730
     Personal Variable                           1,106,595           1,748,682        408,298            529,070
     Premier Variable                            9,404,706          13,956,170      8,547,118         10,455,522
     The Principal Variable Annuity              1,739,038          22,863,899        206,288          2,651,689
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                15,312,144          47,377,700     22,405,151         48,127,587
   Emerging Growth Division:
     Personal Variable                             292,833             348,128         18,735             22,981
     Premier Variable                            2,320,114           2,651,113        543,652            613,426
     The Principal Variable Annuity              2,252,301          26,559,212        165,780          2,237,880
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                 4,865,248          29,558,453        728,167          2,874,287

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)




4.  Purchases and Sales of Investment Securities (continued)

                                                                Year ended December 31, 1995
                                            ----------------------------------------------------------------------
                                                 Units            Amount            Units            Amount
                                               Purchased         Purchased        Redeemed          Redeemed
                                            ----------------------------------------------------------------------

   Government Securities Division:
<S>                                                <C>          <C>                 <C>           <C>           
     Pension Builder Plus                          586,364      $    1,344,275      2,795,319     $    4,747,357
     Pension Builder Plus - Rollover IRA
                                                   117,394             407,431      2,462,194          4,357,297
     Personal Variable                             724,111             966,857        408,940            483,072
     Premier Variable                            4,015,136           5,118,317      3,286,750          3,736,310
     The Principal Variable Annuity              1,576,129          18,708,169        125,206          1,549,586
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                 7,019,134          26,545,049      9,078,409         14,873,622
   Growth Division:
     Personal Variable                             288,529             338,347         15,831             18,761
     Premier Variable                            3,384,751           3,805,395        634,749            707,988
     The Principal Variable Annuity              2,193,600          26,238,189        338,161          4,062,924
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                 5,866,880          30,381,931        988,741          4,789,673
   Money Market Division:
     Pension Builder Plus                          259,307             585,027        928,805          1,623,965
     Pension Builder Plus - Rollover IRA
                                                    73,307             206,073      1,861,305          3,275,611
     Personal Variable                           4,808,023           5,271,738      4,407,096          4,786,833
     Premier Variable                           19,308,743          21,221,953     18,140,572         19,805,796
     The Principal Variable Annuity              6,262,716          65,784,577      5,594,373         58,377,161
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                30,712,096          93,069,368     30,932,151         87,869,366
   World Division:
     Personal Variable                             147,751             154,436          9,257             10,003
     Premier Variable                            2,079,728           2,137,579        544,500            566,419
     The Principal Variable Annuity              1,337,260          13,699,818        126,959          1,503,012
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                 3,564,739          15,991,833        680,716          2,079,434
                                            ----------------------------------------------------------------------
                                            ======================================================================
                                                78,422,862        $303,238,335     67,429,233       $168,691,297
                                            ======================================================================
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)




4.  Purchases and Sales of Investment Securities (continued)

                                                                Year ended December 31, 1994
                                            ----------------------------------------------------------------------
                                                 Units            Amount            Units            Amount
                                               Purchased         Purchased        Redeemed          Redeemed
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
   Aggressive Growth Division:
<S>                                                <C>          <C>                     <C>          <C>             
     The Principal Variable Annuity                365,021      $    3,764,495          3,234        $    40,222

   Asset Allocation Division:
     The Principal Variable Annuity                303,404           3,120,664            201              7,996

   Balanced Division:
     Personal Variable                               4,458               4,510              -                  1
     Premier Variable                              134,069             137,040          9,158              9,075
     The Principal Variable Annuity                374,366           3,932,274          3,998             47,513
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                   512,893           4,073,824         13,156             56,589
   Bond Division:
     Personal Variable                                 214                 229              -                  -
     Premier Variable                               30,684              32,652             18                 27
     The Principal Variable Annuity                304,552           3,243,070          3,972             45,657
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                   335,450           3,275,951          3,990             45,684
   Capital Accumulation Division:
     Bankers Flexible Annuity                        2,374             301,977         51,727            734,507
     Pension Builder Plus                        2,446,494           9,006,081      7,066,481         19,561,666
     Pension Builder Plus - Rollover IRA
                                                   949,817           3,764,900      3,969,948         11,681,145
     Personal Variable                           1,472,634           1,771,211        339,067            396,040
     Premier Variable                           10,159,761          12,414,226      4,172,940          4,837,072
     The Principal Variable Annuity                704,037           7,483,988          5,010             62,689
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                15,735,117          34,742,383     15,605,173         37,273,119
   Emerging Growth Division:
     Personal Variable                              13,841              14,069              -                  6
     Premier Variable                              122,378             124,838          2,977              2,976
     The Principal Variable Annuity              1,000,413          10,426,294         27,610            297,329
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                 1,136,632          10,565,201         30,587            300,311
</TABLE>


<PAGE>


   <TABLE>
<CAPTION>
                     Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)




4.  Purchases and Sales of Investment Securities (continued)

                                                                Year ended December 31, 1994
                                            ----------------------------------------------------------------------
                                                 Units            Amount            Units            Amount
                                               Purchased         Purchased        Redeemed          Redeemed
                                            ----------------------------------------------------------------------
   Government Securities Division:
<S>                                              <C>            <C>                 <C>           <C>           
     Pension Builder Plus                        1,705,948      $    3,472,965      3,191,017     $    5,229,829
     Pension Builder Plus - Rollover IRA
                                                 1,343,428           2,767,254      5,104,801          8,454,316
     Personal Variable                           1,592,426           1,856,027        826,327            909,485
     Premier Variable                            6,358,242           7,432,287      2,480,866          2,736,826
     The Principal Variable Annuity                582,127           6,197,216          9,927            109,630
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                11,582,171          21,725,749     11,612,938         17,440,086
   Growth Division:
     Personal Variable                               5,010               5,023              -                  1
     Premier Variable                              109,908             110,749             17                 35
     The Principal Variable Annuity                798,340           8,399,024         34,440            377,222
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                   913,258           8,514,796         34,457            377,258
   Money Market Division:
     Pension Builder Plus                          824,944           1,537,336      1,733,074          2,976,732
     Pension Builder Plus - Rollover IRA
                                                   658,567           1,300,232      1,324,777          2,327,495
     Personal Variable                           6,290,739           6,573,245      5,731,682          5,968,932
     Premier Variable                           31,282,964          32,799,567     30,393,364         31,815,309
     The Principal Variable Annuity              2,902,432          29,495,563      2,200,571         22,344,437
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                41,959,646          71,705,943     41,383,468         65,432,905
   World Division:
     Personal Variable                              21,212              21,051              8                 18
     Premier Variable                              137,240             135,769            122                151
     The Principal Variable Annuity                944,065           9,365,533          8,397             95,937
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
                                                 1,102,517           9,522,353          8,527             96,106
                                            ----------------------------------------------------------------------
                                            ======================================================================
                                                73,946,109        $171,011,359     68,695,731       $121,070,276
                                            ======================================================================
</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.



<PAGE>


                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)



5.  Net Assets

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

                                                                         Accumulated Net   Net Unrealized
                                                                            Investment      Appreciation
                                                              Unit            Income       of Investments
                                            Combined      Transactions
                                         -------------------------------------------------------------------
   Aggressive Growth Division:
<S>                                        <C>               <C>           <C>             <C>          
     The Principal Variable Annuity        $  19,198,047     $16,585,472   $  1,739,741    $     872,834

   Asset Accumulation Division:
     The Principal Variable Annuity           10,841,100       9,858,412        579,277          403,411

   Balanced Division:
     Personal Variable                           395,555         359,859          16,939          18,757
     Premier Variable                          4,018,252       3,685,129         130,683         202,440
     The Principal Variable Annuity           16,849,215      15,107,991         811,800         929,424
                                         -------------------------------------------------------------------
                                         -------------------------------------------------------------------
                                              21,263,022      19,152,979         959,422       1,150,621
   Bond Division:
     Personal Variable                           124,183         118,401           4,895             887
     Premier Variable                          1,488,447       1,397,785          50,150          40,512
     The Principal Variable Annuity           17,016,003      15,672,902         878,753         464,348
                                         -------------------------------------------------------------------
                                         -------------------------------------------------------------------
                                              18,628,633      17,189,088         933,798         505,747
   Capital Accumulation Division:
     Bankers Flexible Annuity                  5,928,607       1,372,769       3,151,941       1,403,897
     Pension Builder Plus                     33,981,462      22,315,837       7,447,921       4,217,704
     Pension Builder Plus - Rollover IRA
                                               8,110,072       5,394,422       1,747,988         967,662
     Personal Variable                         3,500,687       2,876,197         329,409         295,081
     Premier Variable                         22,380,360      18,395,190       2,038,475       1,946,695
     The Principal Variable Annuity           29,756,575      25,472,959       2,365,453       1,918,163
                                         -------------------------------------------------------------------
                                         -------------------------------------------------------------------
                                             103,657,763      75,827,374      17,081,187      10,749,202
   Emerging Growth Division:
     Personal Variable                           365,808         336,153           4,506          25,149
     Premier Variable                          2,415,033       2,161,763          31,411         221,859
     The Principal Variable Annuity           39,404,107      34,039,475         615,715       4,748,917
                                         -------------------------------------------------------------------
                                         -------------------------------------------------------------------
                                              42,184,948      36,537,391         651,632       4,995,925
   Government Securities Division:
     Pension Builder Plus                      6,882,964       5,704,191         991,052         187,721
     Pension Builder Plus - Rollover IRA
                                               3,407,555       2,825,811         531,974          49,770
     Personal Variable                         2,371,868       2,174,499         165,545          31,824
     Premier Variable                          9,053,348       8,177,753         654,665         220,930
     The Principal Variable Annuity           23,727,201      21,870,768       1,426,804         429,629
                                         -------------------------------------------------------------------
                                         -------------------------------------------------------------------
                                              45,442,936      40,753,022       3,770,040         919,874
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)




5.  Net Assets (continued)

                                                                         Accumulated Net   Net Unrealized
                                                                            Investment      Appreciation
                                                              Unit            Income       of Investments
                                            Combined      Transactions
                                         -------------------------------------------------------------------
   Growth Division:
<S>                                      <C>             <C>             <C>                 <C>           
     Personal Variable                   $       346,944 $       320,239 $         5,282     $    21,423
     Premier Variable                          3,582,532       3,184,495          54,938         343,099
     The Principal Variable Annuity           33,973,757      30,003,254         421,321       3,549,182
                                         -------------------------------------------------------------------
                                              37,903,233      33,507,988         481,541       3,913,704
   Money Market Division:
     Pension Builder Plus                      2,339,446       2,142,956         196,490               -
     Pension Builder Plus - Rollover IRA
                                                 797,914         727,279          70,635               -
     Personal Variable                         1,278,235       1,269,540           8,695               -
     Premier Variable                          3,335,350       3,314,495          20,855               -
     The Principal Variable Annuity           14,558,543      14,487,342          71,201               -
                                         -------------------------------------------------------------------
                                         -------------------------------------------------------------------
                                              22,309,488      21,941,612         367,876               -
   World Division:
     Personal Variable                           173,584         163,826           2,034           7,724
     Premier Variable                          1,822,554       1,708,566          21,627          92,361
     The Principal Variable Annuity           23,186,011      21,301,001         227,669       1,657,341
                                         -------------------------------------------------------------------
                                         -------------------------------------------------------------------
                                              25,182,149      23,173,393         251,330       1,757,426
                                         -------------------------------------------------------------------
                                         ===================================================================
                                            $346,611,319    $294,526,731     $26,815,844     $25,268,744
                                         ===================================================================


</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  B  (comprising,  respectively,  the
Aggressive  Growth,  Asset Allocation,  Balanced,  Bond,  Capital  Accumulation,
Emerging  Growth,   Government  Securities,   Growth,  Money  Market  and  World
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  B 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
                        PENSION BUILDER VARIABLE CONTRACT
                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

          (a)    Financial Statements included in the Registration Statement
                 (1)   Part A:
                       Condensed Financial Information for each of the 10 years
                       ended December 31, 1995.

                 (2)   Part B:
                               
                       Principal Mutual Life Insurance  Company Separate
                          Account B:
                          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 of Registrant.
                 (3a)  Distribution Agreement
                 (3b)  Selling Agreement
                 (4a)  Form of Variable Annuity Contract
                 (4b)  Form of Variable Annuity Contract
                 (4c)  Form of Variable Annuity Contract
                 (5)   Form of Variable Annuity Application
                 (6a)  Articles of Incorporation of Depositor
                 (6b)  Bylaws of Depositor
                 (9)   Opinion of Counsel
                 (10a) Consent of Ernst & Young LLP
                 (10b) Powers of Attorney
                 (13a) Total Return Calculation
                 (13b) Annualized Yield for Separate Account B
                 (27)  Financial Data Schedule for Separate Account B
<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            13                        312  
    Pension Builder Contracts              2,224                      3,860
    Personal Variable Contracts               89                      2,667
    Premier Variable Contracts               204                     10,577
    Flexible Variable Annuity Contract    11,253                     11,253
                                                    
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           $5,326,848.77
            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.

Item 31.  Management Services

          Inapplicable

Item 32.  Undertakings

          The Registrant  undertakes that in restricting  cash  withdrawals from
          Tax  Sheltered  Annuities  to  prohibit  cash  withdrawals  before the
          Participant  attains age 59 1/2,  separates  from  service,  dies,  or
          becomes  disabled  or in the  case  of  hardship,  Registrant  acts in
          reliance of SEC No Action Letter addressed to American Counsel of Life
          Insurance (available November 28, 1988). Registrant further undertakes
          that:

          1.   Registrant  has included  appropriate  disclosure  regarding  the
               redemption  restrictions  imposed  by Section  403(b)(11)  in its
               registration  statement,   including  the  prospectus,   used  in
               connection with the offer of the contract;

          2.   Registrant  will include  appropriate  disclosure  regarding  the
               redemption  restrictions  imposed  by Section  403(b)(11)  in any
               sales  literature  used  in  connection  with  the  offer  of the
               contract;

          3.   Registrant will instruct sales  representatives  who solicit Plan
               Participants  to purchase the contract  specifically to bring the
               redemption  restrictions  imposed  by Section  403(b)(11)  to the
               attention of the potential Plan Participants; and

          4.   Registrant will obtain from each Plan Participant who purchases a
               Section 403(b) annuity contract,  prior to or at the time of such
               purchase, a signed statement acknowledging the Plan Participant's
               understanding  of (a) the  restrictions on redemption  imposed by
               Section 403(b)(11), and (b) the investment alternatives available
               under the  employer's  Section 403(b)  arrangement,  to which the
               Plan Participant may elect to transfer his contract value.


<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant,  Principal Mutual Life Insurance
Company  Separate  Account  B,  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 B

                                 (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
                                    No. 2000
                             Passed January 12, 1970

         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 B be and hereby is  established  for the purpose of issuing
variable annuity contracts  entitled to special tax treatment under Sections 401
or 403(b) of the Internal Revenue Code 1954, as amended.
<PAGE>

                         EXECUTIVE COMMITTEE RESOLUTION
                               RESOLUTION NO. 2115
                                 PASSED 4-12-71

         "RESOLVED,  That Separate Account B heretofore established by Executive
Committee Resolution No. 2000, passed January 12, 1970, be and is hereby amended
by deleting all reference to Section 401 of the Internal  Revenue  Code,  and as
amended said resolution reads as follows:

         '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 B be and hereby is  established  for the
         purpose of issuing variable annuity  contracts  entitled to special tax
         treatment  under Section  403(b) of the Internal  Revenue Code 1954, as
         amended.' "


<PAGE>
Executive Committe Resolution 2927, 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 B was authorized by Executive
     Committee  Resolution  No. 2000,  January 12, 1970, as amended by Executive
     Committee Resolution No. 2115, April 12, 1971;

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

     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 B, 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 B 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 B, 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 B 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 B.

<PAGE>
Board Resolution #12434 (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 B was  authorized  by  Executive  Committee
Resolution  No.  2000,  January  12,  1970,  as amended by  Executive  Committee
Resolution  No. 2115,  April 12, 1971,  and Executive  Committee  Resolution No.
2927, May 17, 1982;

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

         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 B, 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 B 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 B, 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 B 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 B.
<PAGE>
MEMORANDUM

November 24, 1993



TO:  Dave Drury, Officers, S-6, X7-5921

FROM:     Barry Griswell, Ind. Staff, G-13, X7-5749

RE:  New Divisions for Separate Account B


In accordance with Principal Mutual Life Insurance Company Board Resolution No.
12503 passed February 22, 1988, I have created the following new division for
Separate Account B to reflect the funding options that will be utilized by the
variable annuity Principal Mutual will issue in the near future:

     1.  Utilities Division;

     2.  World Division;

     3.  Growth Division;

     4.  Blue Chip Division;

     5.  Emerging Growth Division;

     6.  Managed Division; and

     7.  Bond Division.

In addition, I have directed that the name of the Common Stock Division be
changed to the Capital Accumulation Division.



      BARRY GRISWELL
__________________________________
Barry Griswell

BG/srr
dd1124.mem

<PAGE>
MEMORANDUM



July 24, 1994



TO  Dave Drury, Officers, S-6, x75921


FROM  Barry Griswell, Ind. Staff, G-13, x75749

RE  New Divisions for Separate Account B


In accordance with Principal Mutual Life Insurance  Company Board Resolution No.
12503 passed  February 22, 1988, I have directed the following  name changes for
the divisions of Separate  Account B to relfect the funding options that will be
utilized by the variable anniuty Principal Mutual will issue in the near future:

             Current Name                           New Name
             ------------                           --------
         Utilities Division                    Asset Allocation Division

         Blue Chip Division                    Aggressive Growth Division

         Managed Division                      Balanced Division




BARRY GRISWELL
- -------------------------------
Barry Griswell


<PAGE>
Board Resolution #12503 (passed February 22-23, 1988)


     RESOLVED, that Board Resolution No. 12057, October 18-19, 1982, is amended
and superseded by the following resolution, and all references in other
resolutions to that resolution, or resolutions which it replaced, are amended to
refer to this superseding resolution:

     BE IT RESOLVED, that either the Chief Executive Officer, or the President,
     is authorized to designate officers who shall have the power and authority,
     acting directly or through other officers and employees to whom they may
     delegate the power and authority:

     1.  To prepare and issue or amend appropriate individual life policies, 
         annuity contracts, disability and double indemnity riders or contracts,
         and settlement option contracts; to determine the appropriate plans of
         insurance, contracts, riders, amendments and benefits to be offered; to
         determine underwriting practices, including exclusions, restrictions,
         amount limits and classification of risks; to determine premiums, fees
         or charges, non-forfeiture values, and policy loan rates; to administer
         benefit payments; and to make recommendations with respect to dividends
         to be paid in connection with such policies or contracts.

     2.  To prepare and issue or amend appropriate individual health policies or
         contracts; to determine the appropriate plans of insurance, contracts,
         riders, amendments and benefits to be offered; to determine 
         underwriting practices, including exclusions, restrictions, amount 
         limits and classification of risks; to determine premium, fees or 
         charges and non-forfeiture values; to administer benefit payments; and
         to make recommendations with respect to dividends to be paid in 
         connection with such policies or contracts.

     3.  To prepare and issue or amend appropriate group policies, contracts,
         riders, amendments and other forms, including, but not limited to,
         life plans, disability benefit plans, health plans, dental plans, 
         annuity plans and all other forms of plans, contracts or agreements
         pertaining to or utilized in connection with pension, profit sharing
         and other deferred compensation plans; to determine the plans and 
         benefits to be offered which may include coverage on dependents as well
         as the participants in the plan; to determine the underwriting 
         practices, including the exclusions, restrictions, amount limits, and 
         classification of risks; to determine premiums, fees or charges and
         values; to administer benefit payments; and to make recommendations 
         with respect to dividends to be paid in connection with such policies
         or contracts.

     4.  To prepare, issue or amend appropriate individual or group contracts,
         policies or annuities providing for a separate account or accounts and
         to establish, maintain, amend and discontinue such account or accounts
         as are deemed necessary or advisable.

     5.  To enter into reinsurance and coinsurance contracts and treaties; to
         take such actions as are required to liberalize, restrict or otherwise
         change benefits, values and underwriting practices with respect to any
         class or classes of persons or policyholders; to cause the general 
         account or any account maintained by the Company to be segmented for 
         the purposes of crediting investment results separately to any class or
         classes of policyholders; to enter into contracts or agreements wherein
         the Company undertakes to provide services of any nature; and to 
         acquire or cause to be formed insurance companies or other 
         subsidiaries, the stock of which will be owned directly or indirectly
         by the Company.

     6.  To do those other things deemed necessary or desirable to carry out the
         business of Principal Mutual Life Insurance Company within the powers
         of the Corporation.

BE IT FURTHER RESOLVED, that either the corporate secretary or the general
counsel is authorized to certify the powers of the corporation and the powers
and authority of the officers or employees.

                             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 August 16,
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
B (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 records 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 April 28, 1982.

                                         BANKERS LIFE COMPANY

Attest:

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

                                         BLC EQUITY SERVICES CORPORATION

Attest:

WILLIAM P. KOVAC                          A.S. FILEAN
- -------------------------------          --------------------------------
                                          President

                                  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

                              BANKERS LIFE COMPANY
                                711 HIGH STREET
                              DES MOINES, IA 50307

In consideration of the application for this contract made by


________________________________________________________________________________
                       (herein called 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 B and are not guaranteed as to
fixed dollar amount but will increase or decrease in dollar amount, depending on
the investment performance of Separate Account B.

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

This  contact is  executed  by Bankers  Life  Company at its home office to take
effect as of the ___________________ day of  _____________________,  19__, which
is the contract date.

T.M. Hutchison                                            R.N. Houser
Vice President, Counsel                                   President
and Corporate Secretary


                           __________________________
                                    Registar

                           Date______________________

                             GROUP CONTRACT NO. GA
                    GROUP ANNUITY CONTRACT - PENSION BUILDER
                          With Pooled Separate Account
                               Variable Benefits
                                 Participating

                                 For TSA Plans


<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 ----- Investment Direction
Section 3 ----- Cessation of Contributions

ARTICLE III                      BEFORE RETIREMENT VALUES AND ACCOUNTING

Section 1 ----- Separate Account B
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 ----- Accounts and Forfeiture

ARTICLE IV                       ANNUITY BENEFITS

Section 1 ----- Annuity Benefits and Options
Section 2 ----- Amount of Monthly Annuity Income
Section 3 ----- Mortality and Expense Guarantees

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

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
8ection 4 ----- Limitation as to Participants
Section 5 ----- Transfer to Alternate Funding Agent



Tc;V-TS;8705
<PAGE>
ARTICLE VII                              GENERAL PROVISIONS

    Section   1  -----  Certificates
    Section   2  -----  Beneficiary
    Section   3  -----  Dividends
    Section   4  -----  Contract
    Section   5  -----  Plan and Plan A mendments
    Section   6  -----  Alteration of Contract
    Section   7  -----  Amendments
    Section   8  -----  Contributions
    Section   9  -----  Misstatements
    Section  10  -----  Information, Proofs and Deter mination 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


Tc(2);V-TS;8705

<PAGE>
                                                            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--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. A Participant's  Annuity Commencement Date shall be the first
day of a month.

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

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

Code means the  Internal  Revenue  Code of 1986 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 coinciding 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 B which is invested in shares of a
single Mutual Fund.

Employer means

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 in which such date occurs.

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

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

Plan means

Plan Year means the  accounting  year of the Plan.  If the Plan does not have an
accounting year, Plan Year means the twelve-month period we establish for it.

Series of  Contracts  means all group  annuity  contracts we issue with the form
number GP A 5925 and such other contracts  designated by us as belonging to this
series.

Separate  Account B means  Principal  Mutual  Life  Insurance  Company  Separate
Account B 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 six months.  The  Participant  must submit due proof  thereof which is
acceptable to us.

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.

                                   ARTICLE II

                                  CONTRIBUTIONS

SECTION 1--CONTRIBUTIONS.  Contributions permitted by the Plan for a Participant
may be paid to us under this contract on any date on or after the Contract Date.
Such Contributions may be any of the following types:

(a)  Contributions by the Employer behalf of a Participant  pursuant to a salary
     modification agreement.

(b)  Any other Contributions by the Employer on behalf of a Participant.

(c)  Other  Contributions not covered by (a) or (b) above, if we agree to accept
     such Contributions.

Contributions  for a  Participant  under  (a) or (b) above  may not  exceed  the
following without our written consent:

(d)  the exclusion allowance described in Code Section 403(b) and

(e)  the limitations contained in Code Section 415.

On and after January 1, 1987,  Contributions  for a Participant  under (a) above
may not exceed the following:

(f)  the greater of $9,500 or the amount in Code Section 402(g)(1)  increased by
     any cost of living adjustment; but not less than

(g)  the amount  determined under the provisions of Code Section  402(g)(8),  if
     such provision is applicable to such Participant.

All  Contributions  are payable directly to us at our home office in Des Moines,
Iowa.  Contributions  will be  accepted by us during our normal  business  hours
Monday through  Friday.  If received  during other hours,  Saturdays,  and legal
holidays, they will be accepted the next following business day.

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

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

(b)  On the date  Contributions  would no longer be allowable  under the Plan in
     accordnace with Code Section 403(b).

(c)  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 the  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.

                                   ARTICLE III

                     BEFORE RETIREMENT VALUES AND ACCOUNTING

      SECTION  1--SEPARATE  ACCOUNT B. We have  established  and will maintain a
separate account called Principal Mutual Life Insurance Company Separate Account
B (Separate  Account B). All amounts credited to Separate Account B 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 B will be  reinvested in
additional  shares  of such  Mutual  Fund,  at net  asset  value.  Payments  and
transfers forme Separate Account B 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 B 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 B include amounts held
in  connection   with  this  contract  and  other   contracts  we  designate  as
participating  in Separate Account B, 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 B shall be  credited  to or charged
against Separate  Account B without regard to any other income,  gains or losses
or  expenses.  The assets of  Separate  Account B 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 B will be charged against Separate Account B by us.

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

      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 B is the basis of  determining  the
value of that  portion of the  interest  of each  person  having an  interest in
Separate Account B. 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.

      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 B 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
              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 B
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 for each type of
Contributions  will be  established  for each  Participant  for each Division of
Separate  Account  B 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 B in  accordance  with the Written
Notification  on file  with us and  shall  result  in a  credit  of units to 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.

      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)     An  amount  equal  to a  percentage  of  the  total  value  of all
              Investment  Accounts of the Participant under this contract.  This
              percentage  shall be equal to 1/2% of the  first  $50,000  in such
              accounts divided by the total value 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.

      If Contributions for a Participant are made under this contract as part of
a retirement plan sponsored by or program of the Employer of the Participant and
we receive all of that portion of such contributions  under such plan or program
directed to annuity  contracts for all employees  participating  in such plan or
program,  then the percentage determined in (b) above will be based on the value
of the aggregate of all accounts of all such Participants of such Employer.  The
$25  charge  determined  by (a)  will be  deducted  from  the  accounts  of each
Participant;  the balance of the charge  determined  by (b) will be deducted pro
rata  from  the  Investment  Accounts  of all such  Participants  based on their
proportionate value of the aggregate of such accounts.

      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  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.

     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.

      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--ACCOUNTS AND FORFEITURE. The Investment Accounts established for
a Participant to hold  Contributions  described in Article II, Section l (a) and
(c)  are  nonforfeitable.   The  vested  portions  of  the  Investment  Accounts
established  for a  Participant  to hold all other  Contributions  described  in
Article II, Section I are  nonforfeitable,  also. A  Participant's  incidents of
ownership in his Investment Accounts are nontransferable.

                                   ARTICLE IV

                                ANNUITY BENEFITS

      SECTION  1--REQUIRED  DISTRIBUTION  DATES AND AMOUNTS.  For that part of a
Participant's  Accumulation Accounts which have accrued since December 31, 1986,
the Participant  must have received all  Accumulation  Accounts under Article V,
Section 4 or must  start  receiving  benefits  under  this  Article  IV or under
Article V, Section 5, no later than the latest of the following:

(a)  The April 1 following  the calendar year in which the  Participant  attains
     age 70 1/2.

(b)  The  Participant's  Termination  of  Employment,  if  the  Participant  has
     attained age 70 1/2 on or before  December 31, 1988 and is actively at work
     on such date.

(c)  The  date  specified  in the  Participant's  Written  Notification,  if the
     Participant  has more than one tax sheltered  annuity or custodial  account
     and gives us Written  Notification that distribution is first to occur from
     such other tax sheltered annuity or custodial account.

      For that part of a Participant's Accumulation Accounts which accrued on or
before  December 31, 1986, the Participant  must start receiving  benefits under
this  Article IV or under  Article V,  Section 4 or Section 5, no later than the
later of the Participant's Termination of Employment or attainment of age 75.

      Benefits  may be payable  under any of the  options  shown in Section 3 of
this Article as long as they conform to (d) and meet one of the tests in (e) and
(f):

(d)  On the  Participant's  Annuity  Commencement Date or annuity starting date,
     the present value of the amount to be paid to the Participant  while living
     is greater  than 50% of the present  value of the total value to be paid to
     the Participant and his designated beneficiary;  provided, however, that if
     the  Participant's  spouse  is the  joint  or  contingent  annuitant,  this
     requirement is not applicable.

(e)  No benefits are provided which extend beyond the life of the Participant or
     the lives of the Participant and his designated beneficiary.

(f)  No benefits are provided  which extend  beyond the life  expectancy  of the
     Participant or the life  expectancy of the  Participant  and his designated
     beneficiary.

      SECTION  2--ANNUITY  BENEFITS.  The Investment  Account Value of 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  income 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.
     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 B 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)  If no  Written  Notification  has  been  received  by us  before  the  date
     specified  in Section 1 (a)  through  (c), we will  convert his  Investment
     Accounts  to provide  annuity  income  starting  on such date.  The form of
     annuity will be the option elected by the Participant.

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

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

(f)  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 the  requirements of Section 1 (d) through
(f) of this Article.

      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.  If this option is chosen, 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.  If this option is chosen, we must have Written
      Notification  of the name and date of birth 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.  If this option is
      chosen, we must have Written Notification of the name and date of birth 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.  If this option is chosen, we must have Written Notification of
      the name and date of birth of the contingent annuitant.

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

      SECTION 3--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  I of  this  Article,  after  reduction  for any
applicable  premium tax, shall be determined by us based on the option  selected
and on the 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 in 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 B for this Series of  Contracts  in
which such 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  4--MORALITY 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 B for this Series of Contracts
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 B, or from the Annuity Reserve Account of each Division of such Separate
Account  to our  general  account,  so that the  assets of the  Annuity  Reserve
Account of each  Division of  Separate  Account B shall be equal to the total of
our  liabilities  for annuity  income  benefits  payable  from each  Division of
Separate  Account  B, 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.

                                    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 by 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 pay the value of the Participant's  Investment Accounts to
              the  beneficiary  in a single sum. The value will be determined as
              provided in (a) above and payment  will be made within  seven days
              after we receive due proof of death.

      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,
the beneficiary may, by Written Notification, request the alternate method. Such
Written Notification must be given before the date the transfer or payment is to
be effective.

      In lieu of these methods,  the beneficiary  may, by Written  Notification,
choose to receive  annuity income  payments from all or a part of the Investment
Account  Values,  if the amount of monthly annuity income would be at least $20.
The  form of  annuity  income  must be  Option D and the  beneficiary  must be a
natural person.

      The  beneficiary  must give Written  Notification  for such annuity income
payments  on or before the date  payment  or  transfer  under  Section 1 of this
Article  would be  effective.  Such income  payments will begin within one month
after the beneficiary's Written Notification is received.

      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 not
restricted  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 the
     vested portion 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)  If an event occurs which requires the vesting  provisions of the Plan to be
     applied to the Participant's  Investment  Accounts, a partial withdrawal of
     the  non-vested  portion  of such  accounts  will  occur.  Such  non-vested
     Investment  Account  Values  will be paid to the  Employer,  subject to any
     charges described in (d) and (e) of this Section.

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

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

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

      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 B for the Valuation Period in which the cancellation is effective. Units
shall also be cancelled to cover any charges assessed under (d) and (e) above.

      SECTION 5--CONTINGENT DEFERRED SALES CHARGE.  Any payment on behalf of a
Participant  under  Section 4 of this  Article or under  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 limited,  however, so that the amount of any such charge shall never exceed
9% of the Contribution to which the charge relates.  For this purpose,  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.


                                   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 with in 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,  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 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  Investinent  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 Princor Financial
Services is not the  investment  manager of the Mutual  Fund or Mutual  Funds in
which  Separate  Account  B 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  for whom
Contributions  have been made under this contract as a part of a retirement plan
sponsored by the Employer of such Participants  which Plan provides for Employer
Contributions  in  addition to regular  compensation  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 after such request is received.

      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 custodian 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.

                                   ARTICLE VII

                               GENERAL PROVISIONS

      SECTION  1--CERTIFICATES.  We will issue to each  Employer 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 a beneficiary  dies before the  Participant,  monthly  payments
              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.

      (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 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 in writing that such change is  unacceptable  to us. We will
notify an  Employer  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.

      (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% 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  and Employer
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,  each Participant,  and each Employer 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 7--3,4,5,6,7;V-TS;8705

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 are 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 I 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.

      SECTION  9--MISSTATEMENTS.  If the age or any other  relevant fact as to a
Participant  or joint or contingent  annuitant is found to have been  misstated,
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  information.  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.  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 Account in full
settlement of all benefits otherwise payable.

      SECTION  12--COMMUTATION  OF PAYMENTS.  If any monthly  payments are to be
commuted,  the commmuted  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.

      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.
<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

                             GROUP ANNUITY CONTRACT

                              BANKERS LIFE COMPANY
                                711 HIGH STREET
                              DES MOINES, IA 50307

In consideration of the application for this contract made by


________________________________________________________________________________
                       (herein called 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 B and are not guaranteed as to
fixed dollar amount but will increase or decrease in dollar amount, depending on
the investment performance of Separate Account B.

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

This  contact is  executed  by Bankers  Life  Company at its home office to take
effect as of the ___________________ day of  _____________________,  19__, which
is the contract date.

T.M. Hutchison                                            R.N. Houser
Vice President, Counsel                                   President
and Corporate Secretary


                           __________________________
                                    Registar

                           Date______________________

                             GROUP CONTRACT NO. GA
                    GROUP ANNUITY CONTRACT - PENSION BUILDER
                          With Pooled Separate Account
                               Variable Benefits
                                 Participating

                       For Individual Retirement Annuities


<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 ----- Refund of Excess Contributions
     Section  3 ----- Investment Direction

ARTICLE III                              BEFORE RETIREMENT VALUES AND ACCOUNTING

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

ARTICLE IV                               ANNUITY BENEFITS

     Section  1 ----- Annuity Benefits and Options
     Section  2 ----- Amount of Monthly Annuity Income
     Section  3 ----- Mortality and Expense Guarantees

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

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



Tc;V-IRA;8204


<PAGE>


ARTICLE VII                              GENERAL PROVISIONS

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

Tc(2);V-IRA;8204


<PAGE>
                                    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 on which the Investment  Accounts of a
Participant  are applied under Article IV to provide  annuity  income for him. A
Participant's income starting date is subject to the following:

   (a)   A  Participant's  Annuity  Commencement  Date will not occur before the
         earlier of (i) the first day of the month  following our receipt of the
         Participant's  Written  Notification for  commencement of benefits,  or
         (ii) the April 1 following the calendar  year in which the  Participant
         attains age 70 1/2.

   (b)   A Participant's  Annuity Commencement Date or income starting date must
         be no later than the April 1 following  the end of the calendar year in
         which the Participant attains age 70 1/2.

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

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

Code means the  Internal  Revenue  Code of 1986 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.

Compensation means the amount derived from personal services which is includable
in the gross income of the Participant for such Taxable Year.

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  Taxable  Year  of  a  Participant.   The  first
Contribution  Year of a Participant  will run from the date we receive his first
Contribution under Article II, Section 1 to the end of that Taxable Year.

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

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

Employer means, for a particular Participant, the person or entity which employs
that Participant.  For an unemployed Participant for whom contributions are made
by a spouse,  the term  Employer  means the person or entity  which  employs the
spouse.

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 in which such date occurs.

Mutual Fund means a registered  investment  company in which Separate  Account B
invests.  Net Investment  Factor means, for a Division,  the factor described in
Article III, Section 3.

Participant-owner  means the  person  for whom an  Investment  Account  has been
established under this contract.  In this contract a  Participant-owner  will be
referred to as a Participant.

Series of  Contracts  eans all group  annuity  contracts  we issue with the form
number GP A 5921 and such other contracts  designated by us as belonging to this
series.

Separate  Account B means  Principal  Mutual Life Insurance  Company's  Separate
Account B as described in Article III, Section 1.

Taxable Year means the tax year of each Participant.

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.

Trust means PRINCIPAL MUTUAL ANNUITY TRUST II FOR INDIVIDUAL RETIREMENT ANNUITY.

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, of an appropriate writing on a form supplied or approved by us.

                                   ARTICLE II

                                  CONTRIBUTIONS

SECTION  1--CONTRIBUTIONS.  Contributions  for a  Participant  may be paid to us
under  this  contract  on any date on or after the  Contract  Date.  No  further
Contributions  may be paid to us for a  Participant  after  the first day of the
Taxable  Year in which the  Participant  attains age 70 1/2 unless such  further
Contributions are permitted by the Code.

For any Taxable Year,  the  Contributions  for a  Participant  cannot exceed the
amounts  permitted under Code Section 219 without regard to the deduction limits
of Code Section 219(g). In general, these amounts are:

   (a)   For a single  Participant,  Contributions  are limited to the lesser of
         (i) $2,000, or (ii) 100% of Compensation,  reduced by (iii) any amounts
         contributed  for  the  same  Taxable  Year  to  any  other   individual
         retirement account or annuity for such Participant.

   (b)   For a married  Participant,  total  Contributions  are  limited  to the
         lesser of (i) $2,250 or (ii) 100% of Compensation  reduced by (iii) any
         amounts  contributed for the same Taxable Year to any other  individual
         retirement account or annuity for such Participant or spouse.

The maximum  Contribution for either the Participant or the Participant's spouse
is the lesser of (i) $2,000, or (ii) 100% of Compensation.

   (c)   For a divorced or separated  Participant,  Contributions are limited to
         (a)  above.  For  purposes  of  this  section,   Compensation  includes
         qualifying alimony and separate maintenance payments under Code Section
         71.

   (d)   For a Participant who claims a tax deduction under Code Section 219 (a)
         because  of  Contributions  on  his  behalf  pursuant  to a  simplified
         employee  pension plan described in Code Section 408(k),  contributions
         are limited to those permitted under such simplified  employee  pension
         plan.

Contributions consisting of either of the following may be paid to us only
with our consent:

   (e)   Amounts previously  accumulated under an individual  retirement account
         or annuity pursuant to Code Section 408.

   (f)   Amounts the  Participant  is entitled to roll over under Code  Sections
         402(a)(5), 403(a)(4), 403(b)(8), 405(d)(3), 408(d)(3), or 409(b)(c)(3).

All  Contributions  are payable directly to us at our home office in Des Moines,
Iowa.  Contributions  will be  accepted by us during our normal  business  hours
Monday through  Friday.  If received  during other hours,  Saturdays,  and legal
holidays, they will be accepted the next following business day.

Contributions under this contract and the accounts  attributable thereto are for
the exclusive benefit of Participants and their beneficiaries. 2--1;V-IRA;8803

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--REFUND OF EXCESS  CONTRIBUTIONS.  If a Participant  gives us Written
Notification  that  Contributions  for him for a  Taxable  Year are in excess of
those  per-mitted  under Section 219 of the Code, the portion of each Investment
Account Value attributable to such excess Contributions will be refunded to him.
The Investment  Account Values for such excess  Contributions will be determined
as of the end of the  Valuation  Period in which the  Written  Notification  was
received by us and refund will be made within  seven days after such  request is
received.

SECTION  3--INVESTMENT  DIRECTION.  Each  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 Noti-fication on file with us. Such direction may be changed at any time
by filing a new Written Notification.

                                   ARTICLE III

                     BEFORE RETIREMENT VALUES AND ACCOUNTING

SECTION  1--SEPARATE ACCOUNT B. We have established and will maintain a separate
account  called  Principal  Mutual Life  Insurance  Company  Separate  Account B
(Separate Account B). All amounts credited to Separate Account B will be used to
purchase  shares,  at net asset  value,  of such Mutual Fund or Mutual  Funds as
directed by the Participant.  Any and all distributions made by a Mutual Fund in
respect  of its  shares  held  by  Separate  Account  B will  be  reinvested  in
additional  shares  of such  Mutual  Fund,  at net  asset  value.  Payments  and
transfers from Separate  Account B 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 B in shares of the Mutual Funds avail-able,
as  directed  by the  Participant.  However,  we  reserve  the  right to  change
invest-ments as provided in Article VII, Section 17.

Amounts  which will be credited to Separate  Account B include  amounts  held in
connection with this contract and other contracts we designate as  participating
in  Separate  Account  B, 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 B shall be  credited  to or charged
against Separate  Account B without regard to any other income,  gains or losses
or  expenses.  The assets of  Separate  Account B 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 B will be charged against Separate Account B by us.

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

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 B is the basis of determining  the value of that
portion of the interest of each person having an interest in Separate Account B.
The Unit Value for each  Division for each Series of Contracts is  determined on
each  date on  which  the net  asset  value  of its  underlying  Mutual  Fund is
determined.

The Unit Value for a Division for a Series of Contracts  for a Valuation  Period
is the value  determined  as of the end of such period.  The Unit Value for this
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 B 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 a Series of Contracts 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 B
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 Division of Separate Account B 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 for a Participant shall be allocated to the Division or
Divisions of Separate  Account B in accordance  with the  Participant's  Written
Notification  on file  with us and  shall  result  in a  credit  of units to 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.

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)  An amount equal to a percentage  of the total value of all  Investment
          Accounts of the Participant under this contract. This percentage shall
          be equal to 1/2% of the first $50,000 in such accounts  divided by the
          total value 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 there- under.

If  Contributions  for a  Participant  are made under this contract as part of a
retirement  plan sponsored by or program of the Employer of the  Participant and
we receive all of that portion of such contributions  under such plan or program
directed to annuity  contracts for all employees  participating  in such plan or
program,  then the percentage determined in (b) above will be based on the value
of the aggregate of all accounts of all such Participants of such Employer.  The
$25  charge  determined  by (a)  will be  deducted  from  the  accounts  of each
Participant;  the balance of the charge  determined  by (b) will be deducted pro
rata  from  the  Investment  Accounts  of all such  Participants  based on their
proportionate value of the aggregate of such accounts.

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  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.

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.

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.

                                   ARTICLE IV

                                ANNUITY BENEFITS

SECTION 1--ANNUITY BENEFITS AND OPTIONS. On a Participant's Annuity Commencement
Date,  the  Investment  Account  Value  of  each  of  his  Investment  Accounts,
determined  as of the end of the  Valuation  Period one month before his Annuity
Commencement  Date,  will be applied to effect a variable  annuity for him. Each
such amount will be  trans-ferred  on the date the value was  determined  to the
Annuity  Reserve  Account for the  Division  of Separate  Account B in which the
Investment  Account was maintained.  Each such annuity will be payable under any
one of the options  described in this Section,  as selected in the Participant's
Written  Notification.  If  no  election  of  an  option  is  made  prior  to  a
Participant's  Annuity  Commencement Date, payment will be made under either (i)
Option D with a minimum period of 10 years,  for a Participant who does not have
a spouse on his Annuity  Commencement  Date, or (ii) Option G with his spouse as
contingent  annuitant,  for a Participant  who does have a spouse on his Annuity
Commence-ment  Date.  In lieu of any annuity  payments in  accordance  with this
Article,  a Partici-pant  may 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 at least 50% of the amount applied is payable to the
Participant over the  Participant's  expected life or provided the Participant's
designated  beneficiary is the Participant's  spouse.  In addition,  the form of
income must meet either one of the following  tests in accordance  with the life
expectancy  and joint and survivor life  expectancy  tables set forth in Section
1.72-9 of the Income Tax Regulations.

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

     (b)  No benefits  are provided  which extend over a period  longer than the
          life ex- pectancy of the  Participant  or the life  expectancy  of the
          Participant and his designated beneficiary.

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.

SECTION  2--AMOUNT OF MONTHLY ANNUITY INCOME.  For each Investment  Account of a
Par-  ticipant,  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 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 in 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 B for this Series of  Contracts  in
which such 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  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 B for this Series of Contracts 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 B,
or from the Annuity Reserve Account of each Division of such Separate Account to
our general  account,  so that the assets of the Annuity Reserve Account of each
Division  of Separate  Account B shall be equal to the total of our  liabilities
for annuity income  benefits  payable from each Division of Separate  Account B,
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.

                                    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  Notifi-  cation from the  beneficiary  must be given
before the date such  transfer is to be ef-  fective.  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.

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 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 12 months after the  Participant's
          death, unless the beneficiary is the Participant's spouse.

     (f)  The amount of monthly annuity income payments must be at least $20 for
          a bene- ficiary 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 from a Participant,
we may  pay to him  all or a  portion  of his  Investment  Accounts  under  this
contract, subject to the following:

     (a)  The Participant's  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 ad- dition,  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.

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 B 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  on  behalf  of a
Participant  under  Section  4  of  this  Article,  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.  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  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 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 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 Con- tribution 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 Contri-butions on a first in, first out basis.

                                   ARTICLE VI

                            TRANSFERS AND LIMITATIONS

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

Subsection  (a)--Transfer  to  Associated  Fixed  Contract.  A  Participant  may
transfer all or a portion of the value of any of his Investment  Accounts 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.  A Participant may
transfer all or a portion of the proceeds  available to him under the Associated
Fixed Contract 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.  A Participant  may transfer all or a
portion  of the  value of one of his  Investment  Accounts  to any  other of his
Investment  Accounts  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.  Such
transfer  request  shall  be by  Written  Notification.  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 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  his  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  Participant in event of any deferment under the
provisions of this Section.

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

                                   ARTICLE VII

                               GENERAL PROVISIONS

SECTION  1--CERTIFICATES.  We will  issue  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.  Any  certificate
issued shall be nontransferable.

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 12 of this Article.  A
Participant shall name such bene- ficiary, 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.

     (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 com- muted 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.  (Amounts  attributable  to excess  Contributions  are not
treated as dividends.)

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

SECTION 6--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.

     (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% 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  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 Participant 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  with-out the consent of any  Participant,  beneficiary  or joint or
contingent  annuitant.  We will give written notice to each Participant affected
by any amendment or change under this paragraph.

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 pay- ment 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  income
          will take effect for a current Participant.

SECTION  7--CONTRIBUTIONS.  We  reserve  the  right to limit or  refuse  further
Contribu- tions 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.

SECTION  8--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  9--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 10--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 11--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  12--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.

SECTION  13--PRONOUNS.  Masculine  pronouns used in this  contract  include both
masculine and feminine gender unless the context indicates otherwise.

SECTION  14--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 15--NONFORFEITURE. The Investment Accounts of each Participant are owned
by the  Participant  and are  nonforfeitable.  Annuity  income  payments from an
annuity  in  course  of   payment   are  owned  by  the   Participant   and  are
nonforfeitable.

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.
<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


                             GROUP ANNUITY CONTRACT

                              BANKERS LIFE COMPANY
                                711 HIGH STREET
                              DES MOINES, IA 50307

In consideration of the application for this contract made by


________________________________________________________________________________
                       (herein called 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 B and are not guaranteed as to
fixed dollar amount but will increase or decrease in dollar amount, depending on
the investment performance of Separate Account B.

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

This  contact is  executed  by Bankers  Life  Company at its home office to take
effect as of the ___________________ day of  _____________________,  19__, which
is the contract date.

T.M. Hutchison                                            R.N. Houser
Vice President, Counsel                                   President
and Corporate Secretary


                           __________________________
                                    Registar

                           Date______________________

                             GROUP CONTRACT NO. GA
                    GROUP ANNUITY CONTRACT - PENSION BUILDER
                          With Pooled Separate Account
                               Variable Benefits
                                 Participating

                                For Rollover IRAs
<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 ----- Investment Direction

ARTICLE III                              BEFORE RETIREMENT VALUES AND ACCOUNTING

     Section  1 ----- Separate Account B
     Section  2 ----- Unit Value
     Section  3 ----- Net Investment Factor
     Section  4 ----- Investment Accounts
     Section  5 ----- Administration Charge

ARTICLE IV                               ANNUITY BENEFITS

    Section  1 ----- Annuity Benefits and Options
     Section  2 ----- Amount of Monthly Annuity Income
     Section  3 ----- Mortality and Expense Guarantees

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

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

ARTICLE VII                                 GENERAL PROVISIONS

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

                                    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 II, Section 5.

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

Annuity  Commencement Date means the date on which the Investment  Accounts of a
Partici pant are applied under Article IV to provide  annuity  income for him. A
Participant's income starting date is subject to the following:

     (a)  A Participant's  Annuity Commencement Date will not occur earlier than
          our receipt of the Participant's Written Notification for commencement
          of benefits.

     (b)  A Participant's Annuity Commencement Date or income starting date must
          be no later than the April 1 following the end of the calendar year in
          which the Participant attains age 70 1/2.

     (c)  If a Contribution  is first accepted for a Participant  after the date
          described in (b), then such  Participant's  Annuity  Commencement Date
          shall be within 30 days after the date we accept the Contribution.

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

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

Code means the  Internal  Revenue  Code of 1986 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 for a Participant, the twelve-month period
beginning on the date his first  Contribution is received and each  twelve-month
period thereafter.

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

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

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 in which such date occurs.

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

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

Participant-owner  means the  person  for whom an  Investment  Account  has been
established under this contract.  In this contract a  Participant-owner  will be
referred to as a Participant.

Series of  Contracts  means all group  annuity  contracts we issue with the form
number GP A 5927 and such other contracts  designated by us as belonging to this
series.

Separate  Account B means  Principal  Mutual  Life  Insurance  Company  Separate
Account B as described in Article III, Section 1.

Taxable Year means the tax year of each Participant.

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.

Trust means PRINCIPAL MUTUAL ANNUITY TRUST II FOR INDIVIDUAL RETIREMENT ANNUITY.

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 on a form supplied or approved by us.

                                   ARTICLE II

                                  CONTRIBUTIONS

SECTION  1--CONTRIBUTIONS.  A Contribution for a person may be paid to us on any
date after the Contract Date, subject to the following:

     (a)  The  person  for  whom  the  Contribution  is made  has  made  written
          application to and has been accepted as a Participant by us.

     (b)  A  Contribution  may be  equal  to all or a part  of the  amount  such
          Participant  is entitled to roll over under the following  Sections of
          the Code.

                           (i)              402(a)(5)
                           (ii)             402(a)(7)
                           (iii)            403(a)(4)
                           (iv)             403(b)(8)
                            (v)             408(d)(3)

     (c)  A Contribution  may include amounts  previously  deductible from gross
          income under Section 219 of the Code and amounts which would have been
          deductible  but for the  operation of Section  219(g) of the Code,  in
          accordance with Section 408(d)(3) of the Code.

     (d)  We reserve  the right to set  minimum  Contribution  requirements  for
          Participants. All Contributions are payable directly to us at our home
          office in Des  Moines,  Iowa.  Contributions  will be  accepted  by us
          during our normal  business hours Monday through  Friday.  If received
          during  other  hours,  Saturdays,  and  legal  holidays,  they will be
          accepted the next following business day.

Contributions under this contract and the accounts attributable thereto
are for the exclusive benefit of Participants and their beneficiaries.

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--INVESTMENT  DIRECTION.  Each  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.

                                   ARTICLE III

                     BEFORE RETIREMENT VALUES AND ACCOUNTING

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

Amounts  which will be credited to Separate  Account B include  amounts  held in
connection with this contract and other contracts we designate as  participating
in  Separate  Account  B, 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 B shall be  credited  to or charged  against
Separate  Account B  without  regard  to any  other  income,  gains or losses or
expenses.  The  assets  of  Separate  Account B 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 B will be charged against Separate Account B by us.

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

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 B is the basis of determining  the value of that
portion of the interest of each person having an interest in Separate Account B.
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.

The Unit Value for a Series of Contracts  for 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 B 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 1.0001%.

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 B
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 Division of Separate Account B 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  for a  Participant  shall be  allocated  to the  Division or
Divisions of Separate  Account B in accordance  with the  Participant's  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.

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)  An amount equal to a percentage  of the total value of all  Investment
          Accounts of the Participant under this contract. This percentage shall
          be equal to 1/2% of the first $50,000 in such accounts  divided by the
          total value in such ac-counts.

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  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.

                                   ARTICLE IV

                                ANNUITY BENEFITS

SECTION 1--ANNUITY BENEFITS AND OPTIONS. On a Participant's Annuity Commencement
Date,  the  Investment  Account  Value  of  each  of  his  Investment  Accounts,
determined  as of the end of the  Valuation  Period one month before his 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 B in which the
Investment  Account was maintained.  Each such annuity will be payable under any
one of the options  described in this Section,  as selected in the Participant's
Written  Notification.  If  no  election  of  an  option  is  made  prior  to  a
Participant's  Annuity  Commencement Date, payment will be made under either (i)
Option D with a minimum period of 10 years,  for a Participant who does not have
a spouse on his Annuity  Commencement  Date, or (ii) Option G with his spouse as
contingent  annuitant,  for a Participant  who does have a spouse on his Annuity
Commencement  Date.  In lieu of any  annuity  payments in  accordance  with this
Article,  a Participant  may 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 at least 50% of the amount applied is payable to the
Participant over the  Participant's  expected life or provided the Participant's
designated  beneficiary is the Participant's  spouse.  In addition,  the form of
income must meet either one of the following  tests in accordance  with the life
expectancy  and joint and survivor life  expectancy  tables set forth in Section
1.72-9 of the Income Tax Regulations:

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

     (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 designated beneficiary.

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  op-tion,  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.

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 B for this Series of
Contracts in which such 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  Partici-pant  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 B for this Series of Contracts 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 B,
or from the An- nuity Reserve Account of each Division of such Separate  Account
to our general  account,  so that the assets of the Annuity  Reserve  Account of
each  Division  of  Separate  Account  B shall  be  equal  to the  total  of our
liabilities for annuity income  benefits  payable from each Division of Separate
Account B, 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.

                                    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.

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 12 months after the  Participant's
          death, unless the beneficiary is the Participant's spouse.

     (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, from a Participant,
we will  pay to him all or a  portion  of his  Investment  Accounts  under  this
contract, subject to the following:

     (a)  The Participant's  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.

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 B 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 a Participant under
Section 4 of this  Article,  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.  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  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 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 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.

                                   ARTICLE VI

                            TRANSFERS AND LIMITATIONS

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

Subsection  (a)--Transfer  to  Associated  Fixed  Contract.  A  Participant  may
transfer all or a portion of the value of any of his Investment  Accounts 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.  A Participant may
transfer all or a portion of the proceeds  available to him under the Associated
Fixed Contract 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.  A Participant  may transfer all or a
portion  of the  value of one of his  Investment  Accounts  to any  other of his
Investment  Accounts  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.  Such
transfer  request  shall  be by  Written  Notification.  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 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  his  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  Participant in event of any deferment under the
provisions of this Section.

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

                                   ARTICLE VII

                               GENERAL PROVISIONS

SECTION  1--CERTIFICATES.  We will  issue  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.  Any  certificate
issued shall be nontransferable.

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 12 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.

     (b)  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.  (Amounts  attributable  to excess  Contributions  are not
treated as dividends.)

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

SECTION 6--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.

     (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% and will not be changed
          more frequently than once in any one-year period.

We will give written notice to the  Contractholder and each Participant at least
60 days prior to the date after which further  Contributions  will be limited or
refused by us. We will give written notice to the  Contractholder  of any change
made in accordance with subparagraph (a) above and to each Participant  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 Participant  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.  We will give written notice to each Participant affected
by any amendment or change under this paragraph.

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 are 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  7--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.

SECTION  8--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  9--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 10--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 11--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  12--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.

SECTION  13--PRONOUNS.  Masculine  pronouns used in this  contract  include both
masculine and feminine gender unless the context indicates otherwise.

SECTION  14--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 15--NONFORFEITURE. The Investment Accounts of each Participant are owned
by the  Participant  and are  nonforfeitable.  Annuity  income  payments from an
annuity  in  course  of   payment   are  owned  by  the   Participant   and  are
nonforfeitable.

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.

<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

                     SUBSCRIPTION TO TRUST AND APPLICATION
                        FOR CERTIFICATES UNDER CONTRACTS

     No. VA ___________ (the Variable Contract) and No. GA ____________ (the
Associated Contract)

I subscribe as a Participant to the Bankers Life Annuity Trust II for Individual
Retirement  Annuity in its present form, or as hereafter amended for the purpsoe
of becoming  eligible to submit the following  Application under a Group Annuity
Contract  Issued by Bankers  Life  Company to the  Trustee of the  Bankers  Life
Annuity Trust II for Individual Retirement Annuity.
________________________________________________________________________________

1.  Name of Participant ________________________________________________________
                                           (PRINT FULL NAME)
    __ Male    __ Female    __ Married    __ Single

2.  Residence Address __________________________________________________________
                      Street or R.F.D.        City or Town     State    Zip Code

3.  Born:  Month _________  Day ______  Year _______  
    Place of Birth ___________________________________
                      (Give City or Town and State) 

4.  Social Security Number ________________________________

5.  Employer ___________________________________________________________________

    Address_____________________________________________________________________
             Street or R.F.D.     City or Town        State         Zip Code

6.  This Application is intended for the tax year ending Demcember 31, 19_____.

7.  a.  Is this Application intended to be part of a Spouse IRA Program?
              __ Yes    __ No
        If yes, is Participant listed Item 1. the Employed Spouse?
              __ Yes    __ No
    b.  Are both Spouse IRAs intended to be with Bankers Life Company?
              __ Yes    __ No

8.  Is this Application intended to be part of a Simplified Employee Pension
    Plan (SEP)?    __ Yes    __ No

9.  Expected first Year Contribution and Billing Mode:
________________________________________________________________________________
                                                  Billing Mode
________________________________________________________________________________
CONTRIBUTIONS             Amount $    Annual  Semi  quarterly  monthly  PD  *PAC
                                             annual
________________________________________________________________________________
Employer Contribution     $
________________________________________________________________________________
Employee
         Contribution     $
________________________________________________________________________________
Lump Sum
Distribution From
Previous Regular IRA Plan
________________________________________________________________________________
                                      Complete for Fixed/Variable
                                                  Account Allocation %
                                  Check One    General     Common     Short
                                               Asset       Stock      Term    
                                ________________________________________________
Employer Contribution                         33 1/3%      33 1/3%    33 1/3%
                                                    %            %          %
Employee                                      33 1/3%      33 1/3%    33 1/3%
         Contribution                               %            %          %
Lump Sum                                      33 1/3%      33 1/3%    33 1/3%
Distribution From                                   %            %          %
Previous Regular IRA Plan
________________________________________________________________________________
 *PAC draws will be made for total contributions under this plan.
**Minimum $5,000 required unless future contributions scheduled under 9 also.

10.  Print full name and relationship of Beneficiary to Participant: 
________________________________________________________________________________
UNLESS OTHERWISE PROVIDED HEREIN, IF TWO OR MORE BENEFICIARIES ARE NAMED, THE
PROCEEDS SHALL BE PAID IN EQUAL SHARE TO THE NAMED BENEFICIARIES SURVIVING THE
PARTICIPANT.  THE RIGHT TO MAKE FUTURE CHANGES IS RESERVED BY THE PARTICIPANT.

11.  Amount of contribution accompanying this Application:
     Employer Contribution $____________  Employee Contribution $_______________
     Lump Sum Distribution $____________

12.  The Duration Period for Contributions is presently five Contribution Years 
for each Account.  Bankers Life Company reserves the right to change this 
Duration Period for future Contribution Year Accounts and applicable Rollforward
Amounts at any time.
________________________________________________________________________________
It is my understanding that the Contract provides that my annuity values are 
nontransferable in order to qualify under Section 408 of the Internal Revenue 
Code.

I represent that these  statements and answers are true,  complete and correctly
recorded.  I  agree  that  these  statements  and  answers  together  with  this
declaration  shall form the basis for the acceptance of my Application under the
Contract.  I also agree that Bankers Life Company shall incur no liability until
an issued  Certificate  is  delivered to me and the first  Contribution  is paid
during my lifetime. I agree to give written notification to Bankers Life Company
if I change my tax year.

THE UNDERSIGNED HEREBY ACKNOWLEDGE THAT A BANKERS LIFE COMPANY DISCLOSURE
STATEMENT WAS RECEIVED BY THE PARTICIPANT PRIOR TO THE EXECUTION OF THIS
APPLICATION.

Dated at ________________________________________________________ this _____
                 City or Town, State
day of __________________________, 19______ 

________________________________________________________________________________
Agent - Please sign and Print

________________________________________________________________________________
Signature of Participant
________________________________________________________________________________

<PAGE>

             SUBSCRIPTION TO TRUST AND APPLICATION FOR CERTIFICATES
UNDER GROUP ANNUITY CONTRACTS NO. VA __________ AND NO. GA ___________

I subscribe as a Participant to the Bankers Life Annuity Trust II for Individual
Retirement Annuity in its present form, or as hereafter amended, for the purpose
of becoming eligible to submit the following Application under Group Annuity 
Contracts issued by Bankers Life Company to the Trustee of the Bankers Life
Annuity Trust II for Individual Retirement Annuity.
________________________________________________________________________________
                                                         __ 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.  Lump sum of $___________________(minimum $5,000) originating as a 
    distribution from a qualified (non-IRA) retirement plan.

Contributions are to be divided between accounts as follows:  (CHECK ONE)

__ a.  Equity Account 33 1/3%             General Asset Account 33 1/3%  
                       Short Term Account 33 1/3%
__ b.  Equity Account ______%             General Asset Account ______%
                       Short Term Account ______%

8.  Full name of Beneficiary:                      
    ________________________________________________________________

    ________________________________________________________________

9.  Relationship:  ____________________
               
                   ____________________

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.

10.  Amount of Contribution accompanying this Application $_____________________
________________________________________________________________________________
I understand that the Contract provides that my annuity values are made 
nontransferable in order to qualify under Section 408 of the Internal Revenue
Code.

I represent that these  statements and answers are true,  complete and correctly
recorded.  I  agree  that  these  statements  and  answers  together  with  this
declaration  shall form the basis for the acceptance of my Application under the
Contracts. I also agree that Bankers Life Company shall incur no liability until
an issued  Certificate  is  delivered to me and the first  contribution  is paid
during my lifetime. I agree to give written notification to Bankers Life Company
if I change my tax year to other than the calendar year.

I ACKNOWLEDGE THAT A BANKERS LIFE COMPANY  DISCLOSURE  STATEMENT AND APPROPRIATE
PROSPECTUSES  FOR THE SEPARATE  ACCOUNT B VARIABLE  ANNUITY  CONTRACT AND MUTUAL
FUNDS WERE RECEIVED BY ME PRIOR TO THE EXECUTION OF THIS APPLICAITON.

Dated at __________________________________________________ this ___________
                 (City or Town and State)
day of _________________________________, 19________

________________________________________________________________________________
Representative-Prease sign and print

________________________________________________________________________________
Signature of Participant
________________________________________________________________________________

<PAGE>

                        BLC EQUITY SERVICES CORPORATION
                            NEW ACCOUNT APPLICATION

In connection with my Application for an annuity to be funded by a Bankers Life
COmpany Separate Account B Variable Annuity Contract and its related mutual 
funds, 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 BLC
Equity Services Corporation.

Name (print in full) ___________________________________________________________

CONFIDENTIAL PERSONAL DATA - (Regulatory authorities require a review be made to
determine that this investment does not appear unsuitable for your financial
circumstances)

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.

_________________________________________________
          (Signature of Applicant)

_________________________________________________
            (Date of Application)

_________________________________________________
   (Signature of Registered Representative)

ACCEPTED BY BLC EQUITY SERVICES CORPORATION

By ______________________________________________

Date ____________________________________________
________________________________________________________________________________
<PAGE>

                              BANKERS LIFE COMPANY
                                DES MOINES, IOWA
                        FOR CERTIFICATES UNDER CONTRACTS

No. VA ______________ (the Variable Contract) and 
No. GA ______________ (the Associated Contract)

Issued to United Central Bank Trustee of BLCO Trust for TSA, Contractholder,
unless Another Contractholder is designated here
_______________________________________________________________________________
                                                       __ Male    __ Married
1.  Name of Participant _____________________________  __ Female  __ Signle 
                             (PRINT FULL NAME)

2.  Residence Address __________________________________________________________
                      Street or R.F.D.   City or Town       State       Zip Code

3.  Born:  Month ___________ Day ____ Year _____
    Place of birth _____________________________________________________________
                                     (City or Town and State)

4.  Social Security Number _________________________________

5.  Expected first year contributions:  Payment Allocation were made.

________________________________________________________________________________
                                           Allocation %
________________________________________________________________________________
                          Check         Equity       General       Short
Contributions              One                       Account       Term
________________________________________________________________________________
Employee                                 33 1/3%     33 1/3%       33 1/3%
Salary Reduction                               %           %             %
________________________________________________________________________________
Deductible                               33 1/3%     33 1/3%       33 1/3%
Voluntary Contributions                        %           %             %
________________________________________________________________________________
Employer                                 33 1/3%     33 1/3%       33 1/3%
Contributions                                  %           %             %
________________________________________________________________________________
                                              Mode of Payment
________________________________________________________________________________
                           Semi                                         Payroll
                          Annual   Annual    Quarterly    Monthly  PAC Deduction
________________________________________________________________________________
                         
Contributions            
________________________________________________________________________________
Employee                 
Salary Reduction         
________________________________________________________________________________
Deductible               
Voluntary Contributions  
________________________________________________________________________________
Employer                 
Contributions
________________________________________________________________________________
*Note:  Please check one of the Percentage Allocations Above.

6.  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.
________________________________________________________________________________
It is my understanding that the Contract provides that my annuity values are
nontransferable in order to qualify under Section 403(b) of the Internal Revenue
Code.

I represent that these statements and answers are true, complete, and correctly
recorded.  I agree that these statements and answers together with this 
declaration shall form the basis for the acceptance of my Application under the
Contract.  I also agree that Bankers Life Company shall incur no liability until
an issued Certificate is delivered to me and the first contribution is paid
during my lifetime.

Amount of Contribution accompanying this Application $_____________________

I have received a copy of the Variable Contract Prospectus and the appropriate
Prospectus for its underlying Mutual Funds.

Dated at _________________________________________ this ______ day of 
_________________________, 19________.

____________________________________________
Signature of Participant

Applicant
 other
 then
Participant _______________________________________________________
                                                       Employer

____________________________________________________________________
                                               ____________________
<PAGE>

                        BLC EQUITY SERVICES CORPORATION
                            NEW ACCOUNT APPLICATION

In connection with my Application for an annuity to be funded by Bankers Life
Company Separate Accounts in accordance with the appropriate Prospectuses for 
the Mutual Funds which I have received, I am making this Application for a New
Account with BLC Equity Services Corporation.

Name (print in full) __________________________________________________________

CONFIDENTIAL PERSONAL DATA - (Regulatory authorities require a review be made
to determine that this investment does not appear unsuitable for your financial
circumstances)

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.

_________________________________________________
          (Signature of Applicant)

_________________________________________________
            (Date of Application)

_________________________________________________
   (Signature of Registered Representative)

ACCEPTED BY BLC EQUITY 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 Vl.

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 Vll.

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

March 24, 1983



Board of Directors
Bankers Life Company
711 High Street
Des Moines, Iowa 50307

RE:  Separate Account B

Gentlemen:

The  establishment  of Separate  Account B by the Board of  Directors of Bankers
Life 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 a Registration  Statement on Form
S-6 to be  filed by  Bankers  Life  Company  with the  Securities  and  Exchange
Commission  under  the  Securities  Act of 1933  with  respect  to the  "Pension
Builder" series of group variable annuity contracts.

It is my opinion that:

1.   Separate  Account B is a separate  account of the Company  duly created and
     validly existing pursuant to Iowa law, currently consisting of two distinct
     Divisions.

2.   The "Pension  Builder"  series of group variable  annuity  contracts,  when
     issued in accordance  with the  Prospectuses  contained in the Amendment to
     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,
     experienced   with   respect  to  assets  for  this  series  of   contracts
     participating  in a Division of Separate Account B, shall be credited to or
     charged  against those  assets,  unaffected by income and expenses or gains
     and losses  experienced  with  respect  to assets  for any other  series of
     contracts  participating  in the same or any  other  Division  of  Separate
     Account B, or constituting any other Separate Account,  or constituting the
     general account of the Company.

4.   The  assets  for a series  of  contracts  participating  in a  Division  of
     Separate  Account B shall not be charged 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 B.

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  Amendment  to the
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Opinions" in the Prospectuses contained therein.

Very truly yours,

HERMAN T. BAILEY

Herman T. Bailey
Senior Vice President and General Counsel

HTB/mvd


                         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
B) and  January 31,  1996  (with  respect to  Principal  Mutual  Life  Insurance
Company), in Post-Effective Amendment No. 16 to the Registration Statement (Form
N-4 No.  2-78001)  and related  Prospectus  of Principal  Mutual Life  Insurance
Company Separate Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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 Separate
Account B 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.
                                   J. R. Price, 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 Separate
Account B 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.
                                   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 Separate
Account B 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.
                                   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 Separate
Account B 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. 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 Separate
Account B 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.
                                   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 Separate
Account B 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. 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 Separate
Account B 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.
                                   F. W. Weitz
                                   _____________________________________________

                       SCHEDULE FOR COMPUTING TOTAL RETURN
                      IRA/TSA 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 = 1,202.50

Solve for T

                  T = 20.25%

5 YEARS

                  1000 (1 + T)5 = 1,882.73

Solve for T

                  T = 13.49%

10 YEARS

                  1000 (1 + T)10 = 2,624.56

Solve for T

                  T = 10.13%
<PAGE>
                       SCHEDULE FOR COMPUTING TOTAL RETURN
                     ROLLOVER 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 = 1,208.50

Solve for T

                  T = 20.85%

5 YEARS

                  1000 (1 + T)5 = 1,930.49

Solve for T

                  T = 14.06%

10 YEARS

                  1000 (1 + T)10 = 2,758.62

Solve for T

                  T = 10.68%


<PAGE>
                       SCHEDULE FOR COMPUTING TOTAL RETURN
                     IRA/TSA 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 = 1,085.20

Solve for T

                  T = 8.52%

5 YEARS

                  1000(1 + T)5 = 1,355.99

Solve for T

                  T = 6.28%

Period of April 14, 1987 -
December 31, 1995

                  1000(1 + T)3183/365 = 1,854.63

Solve for T

                  T = 7.34%


<PAGE>
                       SCHEDULE FOR COMPUTING TOTAL RETURN
                     ROLLOVER 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 = 1,090.60

Solve for T

                  T = 9.06%

5 YEARS

                  1000(1 + T)5 = 1,389.49

Solve for T

                  T = 6.80%

Period of April 14, 1987 -
December 31, 1995

                  1000(1 + T)3183/365 = 1,937.60

Solve for T

                  T = 7.88%

               SCHEDULE FOR COMPUTING ANNUALIZED ANNUALIZED YIELD
                         FOR SEPARATE ACCOUNT B IRA/TSA
                              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  -  0.0000791393        365        
(((-------------------------------------------)  x -------    =    3.558734094
                   1.7628807                          7       

ANNUALIZED YIELD =            3.56%
<PAGE>
               SCHEDULE FOR COMPUTING EFFECTIVE EFFECTIVE YIELD
                         FOR SEPARATE ACCOUNT B IRA/TSA
                             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  -  0.0000791393
(((-------------------------------------------) + 1) ^ 365/7) - 1 = 3.621557103
                   1.7628807

EFFECTIVE YIELD =            3.62%
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>                       92,908,561
<INVESTMENTS-AT-VALUE>                     103,657,763
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             103,657,763
<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>                        3,728,696
<SHARES-COMMON-PRIOR>                        3,828,089
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               103,657,763
<DIVIDEND-INCOME>                            2,051,110
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                               8,040,992
<EXPENSES-NET>                             (1,289,091)
<NET-INVESTMENT-INCOME>                      8,803,011
<REALIZED-GAINS-CURRENT>                     1,908,275
<APPREC-INCREASE-CURRENT>                   12,768,964
<NET-CHANGE-FROM-OPS>                       23,480,250
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                      (9,552,898)
<NUMBER-OF-SHARES-SOLD>                     15,312,144
<NUMBER-OF-SHARES-REDEEMED>                 22,405,151
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      13,927,352
<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>                              1,289,091
<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>                       44,523,062
<INVESTMENTS-AT-VALUE>                      45,442,936
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              45,442,936
<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>                        4,307,388
<SHARES-COMMON-PRIOR>                        3,227,473
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                45,442,936
<DIVIDEND-INCOME>                            2,482,944
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (461,030)
<NET-INVESTMENT-INCOME>                      2,021,914
<REALIZED-GAINS-CURRENT>                     (303,527)
<APPREC-INCREASE-CURRENT>                    3,801,338
<NET-CHANGE-FROM-OPS>                        5,519,725
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                        9,649,513
<NUMBER-OF-SHARES-SOLD>                      7,019,134
<NUMBER-OF-SHARES-REDEEMED>                  9,078,409
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      15,169,238
<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>                                461,030
<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>                       22,309,488
<INVESTMENTS-AT-VALUE>                      22,309,488
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              22,309,488
<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>                       22,309,488
<SHARES-COMMON-PRIOR>                       17,109,486
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                22,309,488
<DIVIDEND-INCOME>                              879,065
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (222,461)
<NET-INVESTMENT-INCOME>                        656,604
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                          656,604
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                        4,543,398
<NUMBER-OF-SHARES-SOLD>                     30,712,096
<NUMBER-OF-SHARES-REDEEMED>                 30,932,151
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       5,200,002
<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>                                222,461
<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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