Re: Broker-Dealer
Marketing and Servicing Agreement
 for Variable Life Contracts


                        EXHIBIT A - Compensation Schedule
                               for VUL Accumulator

Principal Life Insurance Company ("Principal" or "we") will pay commissions on
premiums we receive on sales of Policies made pursuant to the Broker-Dealer
Marketing and Servicing Agreement for Variable Life Contracts Agreement (the
"Agreement") according to the schedule below on premiums we receive.

We may, by written notice to Broker-Dealer (1) change this compensation
schedule; (2) discontinue the issuance of any form of Policy; and/or (3) fix or
change the amount of compensation on Policies issued in exchange for previously
issued Policies.

First Year Commissions

a)   50%* of premiums we receive up to the planned periodic premium,  but not to
     exceed target premium**.

b)   2.5% of  premiums  we receive  that  exceed the lesser of planned  periodic
     premium or target premium.

     *See special  provisions for Accounting Benefit Rider set out at the end of
     this Exhibit.  **The target  premium is determined  according to a rate per
     $1,000 of face  amount and varies by age and sex of the  insured as set out
     in the following table.




Target Premiums (Annual per $1,000 face amount)

         ----------- ------------ ------------ ------------ ------- -------------- ------------ ------------
            Age         Male        Female       Unisex      Age        Male         Female       Unisex
                                                                           

             0          2.18         1.74         2.09        45        14.91         11.37        14.20
             1          2.18         1.74         2.09        46        15.89         11.86        15.08
             2          2.18         1.74         2.09        47        16.86         12.35        15.96
             3          2.18         1.74         2.09        48        17.84         12.85        16.84
             4          2.18         1.74         2.09        49        18.81         13.34        17.72
             5          2.18         1.74         2.09        50        19.79         13.83        18.60
             6          2.18         1.74         2.09        51        20.77         14.32        19.48
             7          2.18         1.74         2.09        52        21.74         14.81        20.35
             8          2.18         1.74         2.09        53        22.72         15.30        21.24
             9          2.18         1.74         2.09        54        23.69         15.79        22.11
             10         2.18         1.74         2.09        55        24.67         16.28        22.99
             11         2.29         1.83         2.20        56        25.91         17.56        24.24
             12         2.40         1.91         2.30        57        27.16         18.85        25.50
             13         2.51         2.00         2.41        58        28.40         20.13        26.75
             14         2.62         2.08         2.51        59        29.65         21.42        28.00
             15         2.73         2.17         2.62        60        30.89         22.70        29.25
             16         2.96         2.36         2.84        61        32.13         23.98        30.50
             17         3.20         2.54         3.07        62        33.38         25.27        31.76
             18         3.43         2.73         3.29        63        34.62         26.55        33.01
             19         3.67         2.91         3.52        64        35.87         27.84        34.26
             20         3.90         3.10         3.74        65        37.11         29.12        35.51
             21         3.92         3.11         3.76        66        37.47         29.68        35.91
             22         3.94         3.13         3.78        67        37.83         30.25        36.31
             23         3.95         3.14         3.79        68        38.19         30.81        36.71
             24         3.97         3.16         3.81        69        38.55         31.37        37.11
             25         3.99         3.17         3.83        70        38.91         31.94        37.52
             26         4.46         3.50         4.27        71        39.46         32.50        38.07
             27         4.93         3.84         4.71        72        40.02         33.06        38.63
             28         5.39         4.17         5.15        73        40.58         33.62        39.19
             29         5.86         4.51         5.59        74        41.14         34.19        39.75
             30         6.33         4.84         6.03        75        41.70         34.75        40.31
             31         6.80         5.17         6.47        76        43.93         36.61        42.47
             32         7.26         5.51         6.91        77        46.15         38.46        44.61
             33         7.73         5.84         7.35        78        48.38         40.32        46.77
             34         8.19         6.18         7.79        79        50.60         42.18        48.92
             35         8.66         6.51         8.23        80        52.83         44.04        51.07
             36         9.29         7.00         8.83        81        55.05         45.89        53.22
             37         9.91         7.48         9.42        82        57.28         47.75        55.37
             38         10.54        7.97         10.03       83        59.50         49.61        57.52
             39         11.16        8.45         10.62       84        61.73         51.46        59.68
             40         11.79        8.94         11.22       85        63.95         53.32        61.82
             41         12.41        9.43         11.81
             42         13.04        9.91         12.41
             43         13.66        10.40        13.01
             44         14.29        10.88        13.61
         ----------- ------------ ------------ ------------ ------- -------------- ------------ ------------


Asset Based Compensation ("Trail Compensation")

         We will pay Trail Compensation commencing at the end of the first
         quarter of Policy Year Six (6) and every quarter thereafter as long as
         the Policy remains in effect and this Agreement is in effect and
         active. The percentage of Trail Compensation we will pay is based on
         the accumulated value ("AV") of a Policy (as shown on the Policy's
         quarterly report) as shown in the following table:

                               Total % AV Trail Compensation
         Year 6-10                   0.25%
         Year 11 +                   0.15%

                               Breakdown of AV Trail Compensation
         Year 6-10             0.15% - vested to the original selling agent
                               0.10% - non-vested to the servicing agent

         Year 11 +             0.10% - vested to the original selling agent
                               0.05% - non-vested to the servicing agent

         *One fourth of the annual Trail Compensation is multiplied by the total
         AV on the last day of the contract quarter starting at the end of the
         1st quarter in a Policy's sixth contract year.






Compensation for Renewals

         We will pay a renewal fee of 2.5% on all premiums we receive during
         Policy Years two (2) through five (5) as long as the Policy remains in
         effect and this Agreement is in effect and active.


Compensation on Increases

         "Increase" is a face amount increase of a Policy; to determine the
         amount of an Increase, if any, we compare the increased face amount of
         a Policy against the highest policy face amount of that policy during
         the immediately preceding three year period.
         We will pay a 50%* commission on premiums we receive that are
         attributable to the Increase and that we receive during the 12 months
         following the Increase, up to the planned periodic premium for the
         Increase amount, but not to exceed the target premium of the Increase
         amount.

          *See special  provisions for  Accounting  Benefit Rider set out at the
          end of this Exhibit.

Compensation Where VUL Accumulator  Replaces Other Variable Life Policies Issued
by Principal Life Insurance Company

A.   First  year  commission:  We will pay first  year  commission  on a new VUL
     Accumulator  Policy (the  "Replacement  Policy")  that replaces an existing
     Principal  Variable Life Policy (the "Replaced  Policy") in an amount which
     is the sum of 1,2, 3 and 4, below:


     1.   First year commission at the rate set out in First Year Commissions of
          this Exhibit will be applied to Replacement Policy premiums we receive
          that exceed the  premiums on the  Replaced  Policy,  not to exceed the
          lesser of the planned  periodic  premium or the target premium for the
          Replacement Policy.

     2.   A  percentage  of the first year  commission  rate of the  Replacement
          Policy  (as set out in the table  below)  based on the number of years
          since the Replaced  Policy was issued or updated*)  will be applied to
          the Replaced  Policy planned  periodic  premium,  not to exceed target
          premium of the Replaced Policy.  The commission rate paid according to
          this  paragraph  and the  table  below  shall in no event  exceed  the
          applicable first year  commissions  rates as set out in the First Year
          Commissions section of this Exhibit. * "updated" means any increase or
          decrease of face amount of any Policy.


- ---------------------- ----------------------------------------- --------------------- -----------------------------------------
 Years Since Date of      Percentage of Replacement Policy's     Years Since Date of      Percentage of Replacement Policy's
 Issue or Update of           First Year Commission Rate         Issue or Update of           First Year Commission Rate
   Replaced Policy           Payable on Replaced Premium*          Replaced Policy           Payable on Replaced Premium*
                                                                                       
        0 -  3                       0**                               12                          36
          4                          20                                13                          38
          5                          22                                14                          40
          6                          24                                15                          42
          7                          26                                16                          44
          8                          28                                17                          46
          9                          30                                18                          48
         10                          32                           19 and later                     50
         11                          34
- ---------------------- ------------------------------------ --------------------- -----------------------------------------
<FN>
     *    "Replaced  premium"  mean the  amount of premium on which a first year
          commission has previously been paid.

     **   A commission equal to the renewal rate of the Replacement  Policy will
          be paid on replaced premium.
</FN>


     3.   Commissions on cash values conserved and transferred from the Replaced
          Policy into the Replacement Policy will be paid as follows:

          o    2.5%  of  cash  value  transferred  from a  non-updated  Replaced
               Policy.
          o    2.5% on cash value transferred from an updated Replaced Policy or
               current yield policy.

          These commissions will be paid only on cash values deposited as
          unscheduled premiums except where a policy loan is carried over from
          the Replaced Policy to the Replacement Policy. Where a policy loan is
          carried over to a Replacement Policy, we will not pay a commission on
          any unscheduled premium deposit created for the purpose of carrying
          over the loan.

     4.   An  additional  5%  commission  will be paid on the amount of replaced
          premium if the total premium on the Replacement Policy is at least 25%
          greater than the premium of the Replaced Policy.


          Asset  Based  Compensation  Trails  are  determined  according  to the
          applicable rates set out in this Exhibit.

C.   Commissions  will not be paid when  partial  surrender  amounts are used to
     fund premium increases or new business.

D.   For special situations,  defined by the Insurer,  involving  replacement of
     life policies,  Insurer  reserves the right to further  modify  commissions
     payable on replacements outlined above.



Accounting Benefit Rider. Commission rate is reduced to 30% of target premium if
Accounting Benefit Rider ("ABR") is used.



                        EXHIBIT B - Compensation Schedule
                               SVUL Broker-Dealer
                        Supervisory and Service Agreement


Principal Life Insurance Company ("Principal" or "we") will pay commissions on
sales of Policies made pursuant to the Broker-Dealer Marketing and Servicing
Agreement for Variable Life Contracts Agreement (the "Agreement") according to
the schedule below on premiums we receive.

We may, by written notice to you, (1) change this compensation schedule; (2)
discontinue the issuance of any form of Policy; and/or (3) fix the amount of
compensation on Policies issued in exchange for previously issued Policies.

First Year Commissions
c)   50% of  premiums  we receive up to the  planned  periodic  premium,  not to
     exceed target premium**.
d)   3% of  premium we receive  above the lesser of planned  periodic  or target
     premium.

         *The target premium is determined according to a rate per $1,000 of
         face amount. This rate varies by age and sex of the insured.

                 Target Premiums (Annual per $1,000 face amount)

                                   APPENDIX B

                                 TARGET PREMIUMS

The target premiums for the Policy are based on the joint equivalent age (JEA)
of the insureds. The JEA takes into account the gender*, age, smoking status and
risk classification of each insured. The calculation is as follows:

1.   Start with the  unadjusted  individual  ages of insured #1 and  insured #2.
     Call this (X1) and (X2) respectively.

2.   Take each individual age and adjust for gender.
     if Male the gender adjustment is 0
     if Female the gender adjustment is minus 5
     if Unisex rating is used, the gender adjustment is minus 2

3.   Take  resulting  individual  ages from step 2 and  adjust  for  smokers  if
     applicable.
     if Male Smoker the smoker adjustment is plus 3
     if Female Smoker the smoker adjustment is plus 2
     if Unisex Smoker the smoker adjustment is plus 3



4.   Take resulting individual ages from step 3 and adjust for substandard table
     ratings, if any.
     if table A rating then add 2
     if table B rating then add 4
     if table C rating then add 6
     if table D rating then add 8
     if table E rating then add 10
     if table F rating then add 12
     if table G rating then add 14
     if table H rating then add 15
     if rating is higher than table H then add 16.

5.   The  result of step 4 is the  adjusted  individual  ages of  insured #1 and
     insured #2. Call this (X1A) and (X2A) respectively.

6.   If (X1A) is greater than 100 then set (X1A) equal to 100.

7.   If (X2A) is greater than 100 then set (X2A) equal to 100.

8.   Take the difference between (X1A) and (X2A). Call this (XDIFF).

9.   Look up (XDIFF) on the table  below to find out what to add on to  youngest
     adjusted age.

                   XDIFF                   ADD ON
                0                                     0
                1     To          2                   1
                3     To          4                   2
                5     To          6                   3
                7     To          9                   4
               10     To         12                   5
               13     To         15                   6
               16     To         18                   7
               19     To         23                   8
               24     To         28                   9
               29     To         34                  10
               35     To         39                  11
               40     To         44                  12
               45     To         47                  13
               48     To         50                  14
               51     To         53                  15
               54     To         56                  16
               57     To         60                  17
               61     To         64                  18
               65     To         69                  19
               70     To         75                  20
               76     to         85                  21

10.  The JEA (Joint  Equivalent  Age) is equal to the Minimum of (X1A) and (X1B)
     plus ADD ON from the table above.


     Example:

     Male Nonsmoker age 45 table rating A, Female Smoker age 57.

1.   (X1) = 45 and (X2) = 57
2.   (X1) = 45 + 0 = 45; and (X2) = 57 - 5 = 52
3.   (X1) = 45 + 0 = 45; and (X2) = 52 + 2 = 54
4.   (X1) = 45 + 2 = 47; and (X2) = 54 + 0 = 54
5.   (XIA) = 47; (X2A) = 54
6.   (XIA) is not greater than 100
7.   (X2A) is not greater than 100
8.   (XDIFF) = (X2A) - (X1A) = 54 - 47 = 7
9.   ADD ON = 4
10.  JEA = minimum of (XIA) and (X2A) + ADD ON = 47 + 4 = 51

                  SVUL Target Premium Rates per $1000 of Face

 JEA        Target          JEA          Target           JEA          Target

 <20          2.78           44            6.51            69           30.45
 20           2.78           45            6.93            70           31.36
 21           2.87           46            7.38            71           32.27
 22           2.95           47            7.86            72           33.17
 23           3.03           48            8.38            73           34.08
 24           3.13           49            8.93            74           35.02
 25           3.22           50            9.50            75           35.97
 26           3.32           51           10.12            76           36.95
 27           3.41           52           10.78            77           37.95
 28           3.52           53           11.49            78           38.94
 29           3.62           54           12.54            79           39.96
 30           3.73           55           13.68            80           40.99
 31           3.84           56           14.92            81           42.00
 32           3.96           57           16.22            82           42.00
 33           4.07           58           17.58            83           42.00
 34           4.24           59           18.94            84           42.00
 35           4.42           60           20.32            85           42.00
 36           4.60           61           21.67            86           42.00
 37           4.79           62           22.98            87           42.00
 38           4.99           63           24.23            88           42.00
 39           5.20           64           25.41            89           42.00
 40           5.41           65           26.52            90           42.00
 41           5.64           66           27.56           >90           42.00
 42           5.87           67           28.56
 43           6.11           68           29.53

*    The cost of insurance rate for Policies issued in states which require
     unisex pricing or in connection with employment related insurance and
     benefit plans is not based on the gender of the insured.

Service Fees

A service fee of 1% on all premium received beyond the first policy year is paid
as long as the policy remains in effect and this Agreement remains active.

Compensation for Renewals

         A renewal fee of 2% on all premiums received during policy years two
         (2) through ten (10) is paid as long as the Policy remains in effect
         and this Agreement remains in effect and active.

         If the previous servicing agent of record was a Princor registered
         representative and a new representative registered with you is
         appointed to service the policy, only a 1% service fee will be paid on
         the existing premium. A 2% renewal commission will be paid to your
         representative on any premium increases while they service the Policy
         in addition to the 1% service fee.

Compensation on Increases

         An "increase" is defined as a face amount increase. We will compare the
         increased face amount of the Policy against the highest Policy face
         amount over the immediately preceding three year period to determine if
         there is a Policy face amount increase during the current year.

         A 50% commission will be paid on premium received during the first 12
         months following the date of an face amount increase that is greater
         than the premium level on which a high [50%] first year commission rate
         was previously paid. The maximum premium on which a high [50%] first
         year commission rate is paid will be limited to the lesser of total
         planned periodic premium or total target premium amount of the policy
         after a face amount increase has occurred.


Compensation for Replacement of Life Policies Issued by Principal Life Insurance
Company

A.       First year commission is the sum of 1,2, 3 and 4 which follow.

     1.   A full first year commission rate as set out in First Year Commissions
          of the exhibit will be applied to all new policy  premium in excess of
          the replaced premium but less than the planned periodic, not to exceed
          target premium.

     2.   A  percentage  of the first  year  commission  rate of the new  policy
          determined from the table below according to the number of years since
          the  replaced  policy  was  issued or  updated  will be applied to the
          replaced  policy  planned  periodic  premium,  not  to  exceed  target
          premium.  The resulting commission rate in the table shall in no event
          exceed the applicable first year  commissions  rates as set out in the
          First Year Commissions section of this exhibit.





- --------------------- ----------------------------------------- ------------------- ------------------------------------------
Years Since Date of          Percentage of New Policy's          Years Since Date          Percentage of New Policy's
  Issue or Update            First Year Commission Rate              of Issue              First Year Commission Rate
                            Payable on Replaced Premium*            or Update             Payable on Replaced Premium*
                                                                                        
    0 -  3                          0**                               12                         36
         4                         20                                 13                         38
         5                         22                                 14                         40
         6                         24                                 15                         42
         7                         26                                 16                         44
         8                         28                                 17                         46
         9                         30                                 18                         48
        10                         32                             19 and later                   50
        11                         34
- --------------------- ------------------------------------- ------------------- ------------------------------------------
<FN>
*Replaced premium amounts will be defined as the level of premium on which a
first year commission was previously paid.

**A commission equal to the renewal rate of the new policy will be paid on
replaced premium.
</FN>


     3.   Commissions  on cash values  conserved  and  transferred  into the new
          policy will be paid as follows:
          o    3% of cash value transferred from a non-Updated policy.
          o    1% on cash value  transferred  from an Updated  policy or current
               yield policy.

               These  commissions  will  be paid on  cash  values  deposited  as
               unscheduled premiums.  However, in situations where a policy loan
               is carried  over to the new policy,  we will not pay a commission
               on the  unscheduled  premium  deposit  created for the purpose of
               carrying over the loan.

     4.   An  additional  5%  commission  will be paid on the  amount  of policy
          premium  being  replaced if the total  premium in the new policy is at
          least 25% greater than the premium of the replaced policy.

B.   Service fees are determined  according to the applicable  rates for such as
     set out in the exhibit.

C.   Commissions  will not be paid when  partial  surrender  amounts are used to
     fund premium increases or new business.

D.   For special situations defined by the Insurer involving replacement of life
     policies,  the insurer  reserves  the right to further  modify  commissions
     payable on replacements outlined above.








                        EXHIBIT C - Compensation Schedule
                              for PrinFlex(R) Life
     (Sold only with the assistance of Executive Benefit Services (EBS(R)))


Principal Life Insurance Company ("Principal" or "we") will pay commissions on
premiums we receive on sales of Policies made pursuant to the Broker-Dealer
Marketing and Servicing Agreement for Variable Life Contracts Agreement (the
"Agreement") according to the schedule below.

We may, by written notice to Broker-Dealer (1) change this compensation
schedule; (2) discontinue the issuance of any form of Policy; and/or (3) fix or
change the amount of compensation on Policies issued in exchange for previously
issued Policies.

First Year Commissions

          (a)  50%# of premiums we receive up to the planned  periodic  premium,
               but not to exceed target premium*.

          (b)  3% of  premiums  we  receive  that  exceed  the lesser of planned
               periodic or target premium.

               *The target premium is determined  according to a rate per $1,000
               of face amount and varies by age and sex of the insured.

               # See Special Underwriting section at the end of this Exhibit.



                Target Premiums (Annual per $1,000 face amount)

- --------- ------------ ------------ ------------ --------- ------------ ------------ ------------
 Age         Male        Female       Unisex       Age        Male        Female       Unisex
                                                                   

  0          3.50         2.83         3.41         45        14.31        11.93        14.00
  1          3.50         2.83         3.41         46        15.08        12.53        14.75
  2          3.50         2.83         3.41         47        15.90        13.16        15.54
  3          3.50         2.83         3.41         48        16.77        13.83        16.39
  4          3.50         2.83         3.41         49        17.70        14.54        17.29
  5          3.50         2.83         3.41         50        18.68        15.30        18.24
  6          3.50         2.83         3.41         51        19.74        16.10        19.27
  7          3.50         2.83         3.41         52        20.86        16.94        20.35
  8          3.50         2.83         3.41         53        22.05        17.85        21.50
  9          3.50         2.83         3.41         54        23.32        18.80        22.73
  10         3.50         2.83         3.41         55        24.67        19.82        24.04
  11         3.65         2.91         3.55         56        26.11        20.90        25.43
  12         3.80         3.00         3.70         57        27.65        22.05        26.92
  13         3.95         3.08         3.84         58        29.30        23.29        28.52
  14         4.10         3.17         3.98         59        31.05        24.62        30.21
  15         4.25         3.25         4.12         60        32.93        26.06        32.04
  16         4.62         3.63         4.49         61        34.94        27.60        33.99
  17         4.99         4.00         4.86         62        37.10        29.26        36.08
  18         5.36         4.38         5.23         63        39.40        31.06        38.32
  19         5.73         4.75         5.60         64        41.86        32.97        40.70
  20         6.10         5.13         5.97         65        44.48        35.02        43.25
  21         6.11         5.16         5.99         66        47.29        37.21        45.98
  22         6.12         5.20         6.00         67        50.30        39.58        48.91
  23         6.13         5.23         6.01         68        53.52        42.14        52.04
  24         6.14         5.27         6.03         69        56.98        44.93        55.41
  25         6.15         5.30         6.04         70        60.71        47.98        59.06
  26         6.29         5.42         6.18         71        64.73        51.30        62.98
  27         6.43         5.54         6.31         72        69.02        54.93        67.19
  28         6.57         5.65         6.45         73        73.62        58.86        71.70
  29         6.71         5.77         6.59         74        78.48        63.12        76.48
  30         6.85         5.89         6.73         75        83.65        67.71        81.58
  31         7.17         6.16         7.04         76        87.77        71.45        85.65
  32         7.51         6.44         7.37         77        91.89        75.20        89.72
  33         7.87         6.74         7.72         78        96.00        78.94        93.78
  34         8.26         7.06         8.10         79       100.12        82.69        97.85
  35         8.66         7.40         8.50         80       104.24        86.43       101.92
  36         9.10         7.76         8.93         81       113.32        95.74       111.03
  37         9.55         8.13         9.37         82       122.40       105.05       120.14
  38         10.03        8.53         9.84         83       131.48       114.36       129.25
  39         10.54        8.94         10.33        84       140.56       123.67       138.36
  40         11.09        9.38         10.87        85       149.64       132.98       147.47
  41         11.66        9.83         11.42
  42         12.26        10.32        12.01
  43         12.91        10.82        12.64
  44         13.59        11.36        13.30
- --------- ------------ ------------ ------------ --------- ------------ ------------ ------------




Service Fees

         We will pay a service fee of 0.5% on all premium we receive beyond the
         first policy year as long as the Policy remains in effect and this
         Agreement is in effect and active.

Compensation for Renewals

         A renewal fee of 2% on all premium received beyond the first policy
         year is paid as long as the policy remains in effect and this Agreement
         remains in effect and active.

         If the previous servicing agent of record was a Princor registered
         representative and a new representative registered with you is
         appointed to service the Policy, only a 1% service fee will be paid on
         the existing premium. A 2% renewal commission will be paid to your
         representative on any premium increases while they service the policy
         in addition to the 1% service fee.

Compensation on Increases

         An "Increase" is a face amount increase of a Policy. To determine the
         amount of an Increase, if any, we compare the increased face amount of
         a Policy against the highest policy face amount of that Policy during
         the immediately preceding three year period.
         We will pay a 50%# commission on premiums we receive during the 12
         months following the Increase, provided that the commission rate is
         limited to the lesser of the planned periodic premium for the Increase
         amount or the target premium of the Increase amount.

         # See Special Underwriting paragraph below.

Compensation  Where Prinflex  Replaces  Other  Variable Life Policies  Issued by
Principal

A.   First year commission: We will pay first year commission on a new Prinflex
     Policy (the "Replacement Policy") that replaces an existing Principal
     Variable Life Policy (the "Replaced Policy") in an amount that is the sum
     of 1,2, 3 and 4, below.


     1.   First year commission at the rate set out in First Year Commissions of
          this Exhibit will be applied to Replacement Policy premiums we receive
          that exceed the  premiums on the  Replaced  Policy,  not to exceed the
          lesser of the planned  periodic  premium or the target premium for the
          Replacement Policy.

     2.   A  percentage  of the first year  commission  rate of the  Replacement
          Policy  (as set out in the table  below)  based on the number of years
          since the Replaced  Policy was issued or updated*)  will be applied to
          the Replaced  Policy planned  periodic  premium,  not to exceed target
          premium of the Replaced Policy.  The commission rate paid according to
          this  paragraph  and the  table  below  shall in no event  exceed  the
          applicable first year  commissions  rates as set out in the First Year
          Commissions section of this Exhibit.

   (* "updated" means any increase or decrease of face amount of any Policy.)


- ---------------------- ----------------------------------------- --------------------- -----------------------------------------
 Years Since Date of          Percentage of New Policy's         Years Since Date of          Percentage of New Policy's
   Issue or Update            First Year Commission Rate           Issue or Update            First Year Commission Rate
                             Payable on Replaced Premium*                                    Payable on Replaced Premium*
                                                                                               
    0 -  3                              0**                             12                              36
       4                               20                               13                              38
       5                               22                               14                              40
       6                               24                               15                              42
       7                               26                               16                              44
       8                               28                               17                              46
       9                               30                               18                              48
      10                               32                          19 and later                         50
      11                               34
- ---------------------- ----------------------------------------- --------------------- -----------------------------------------
<FN>

     *    Replaced  premium  amounts  will be defined as the level of premium on
          which a first year commission was previously paid.

     **   A commission  equal to the renewal rate of the new policy will be paid
          on replaced premium.
</FN>


     3.   Commissions on cash values conserved and transferred from the Replaced
          Policy to the Replacement Policy will be paid as follows:

          o    3% of cash value transferred from a non-Updated policy.
          o    1% on cash value  transferred  from an Updated  policy or current
               yield policy.

          These commissions will be paid on cash values deposited as unscheduled
          premiums. However, in situations where a policy loan is carried over
          to the Replacement Policy, we will not pay a commission on the
          unscheduled premium deposit created for the purpose of carrying over
          the loan.

     4.   We will pay an  additional  5%  commission  on the  amount  of  Policy
          premium being replaced if the total premium in the Replacement  Policy
          is at least 25% greater than the premium of the Replaced Policy.

B.   Service fees are determined  according to the applicable  rates for such as
     set out in the exhibit.
C.   Commissions  will not be paid when  partial  surrender  amounts are used to
     fund premium increases or new business.
D.   For special situations defined by the Insurer involving replacement of life
     policies,  the Insurer  reserves  the right to further  modify  commissions
     payable on replacements outlined above..

Special Underwriting. Commission rate is reduced to 45% if Batch underwriting or
Expanded Non-Medical underwriting is used. Commission rate is reduced to 30% if
Guaranteed Issue underwriting is used. Commission rate is reduced to 30% if
Accounting Benefit Rider ("ABR") is used. Commission rate is reduced to 25% when
ABR is used with Guaranteed Issue. Other arrangements may be made with different
compensation amounts.




                                                                      5/15/2002
                   EXHIBIT D - Expense Reimbursement Schedule

Principal Life Insurance Company ("Principal" or "we") will reimburse the
broker-dealer for expenses incurred by them on sales of Policies made pursuant
to the Broker-Dealer Marketing and Servicing Agreement for Variable Life
Contracts (the "Agreement") according to the schedule below. We may, by written
notice to you, (1) change this compensation schedule; (2) discontinue the
issuance of any form of Policy; and/or (3) fix or change the amount of
compensation on Policies issued in exchange for previously issued Policies.

New York Insurance Department Limitations

The Broker-Dealer and Principal Life agree that the maximum payment under this
Agreement shall be subject to the terms of a plan we submitted to and was
approved by the New York State Insurance Department. The determination of
whether payments exceed the maximum amount permissible shall be solely our
responsibility. Any amounts paid by us to you that are deemed to exceed the
maximum amount permissible shall become a debt from you to us. We reserve the
right to set-off any such indebtedness against any amount payable under this
Agreement or any other contract you have with us or any of our affiliates.

Expense Reimbursement Amounts
We agree to pay you an expense reimbursement allowance on premiums during the
first Policy year as follows:

========================= ======================================================
PRODUCT                   REIMBURSEMENT AMOUNT
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
VUL                       Accumulator 25%# of premiums we receive up to the
                          planned periodic Premium, but not to exceed target
                          premium. See Exhibit A for schedule of Target
                          Premiums.

                          # Allowance is reduced to 15% if Accounting Benefit
                          Rider (ABR) is used. Other arrangements may be made
                          with different compensation amounts.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
SVUL                      25% of premium received up to the planned periodic
                          premium, not to exceed target premium.  See Exhibit B
                          for schedule of Target Premiums.

- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
PrinFlex Life (R)         5% of premium we receive up to the planned periodic
Sold with the             premium, but not to exceed target premium. See Exhibit
assistance of             C for schedule of Target Premiums.
Executive Benefit
Services, Inc.            # Allowance is reduced to 4.5% if Batch underwriting
(EBS)                     or Expanded Non-Medical underwriting is used.
                          Allowance is reduced to 3% if Guaranteed Issue
                          underwriting is used.

                          Allowance is reduced to 3% if Accounting Benefit Rider
                          (ABR) is used. Allowance is reduced to 2.5% when ABR
                          is used with Guaranteed Issue. Other arrangements may
                          be made with different compensation amounts.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
Executive VUL             0% of premium we receive up to the target premium.
Sold with the             See Exhibit E for schedule of target premiums.
assistance of Executive
Benefit Services, Inc.
(EBS)
========================= ======================================================

Executive Benefit Services Assistance
Sales and/or policy administration assistance of EBS may consist of one or more
services, including marketing support, Case Review/Design, Case Management,
Proposals, Financial Analysis, Plan Implementation Support, Underwriting
Coordination, Internet based administration. The determination of when sales are
made subject to the sales and/or policy administration assistance of EBS, shall
be made by Principal in its sole discretion.

                                                                      5/16/2002
                   EXHIBIT D - Expense Reimbursement Schedule

Principal Life Insurance Company ("Principal" or "we") will reimburse the
broker-dealer for expenses incurred by them on sales of Policies made pursuant
to the Broker-Dealer Marketing and Servicing Agreement for Variable Life
Contracts (the "Agreement") according to the schedule below. We may, by written
notice to you, (1) change this compensation schedule; (2) discontinue the
issuance of any form of Policy; and/or (3) fix or change the amount of
compensation on Policies issued in exchange for previously issued Policies.

New York Insurance Department Limitations

The Broker-Dealer and Principal Life agree that the maximum payment under this
Agreement shall be subject to the terms of a plan we submitted to and was
approved by the New York State Insurance Department. The determination of
whether payments exceed the maximum amount permissible shall be solely our
responsibility. Any amounts paid by us to you that are deemed to exceed the
maximum amount permissible shall become a debt from you to us. We reserve the
right to set-off any such indebtedness against any amount payable under this
Agreement or any other contract you have with us or any of our affiliates.

Expense Reimbursement Amounts
We agree to pay you an expense reimbursement allowance on premiums during the
first Policy year as follows:

========================= ======================================================
PRODUCT                   REIMBURSEMENT AMOUNT
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
VUL                       Accumulator 25%# of premiums we receive up to the
                          planned periodic Premium, but not to exceed target
                          premium. See Exhibit A for schedule of Target
                          Premiums.

                          # Allowance is reduced to 15% if Accounting Benefit
                          Rider (ABR) is used. Other arrangements may be made
                          with different compensation amounts.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
SVUL                      25% of premium received up to the planned periodic
                          premium, not to exceed target premium.  See Exhibit B
                          for schedule of Target Premiums.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
PrinFlex Life (R)         5% of premium we receive up to the planned periodic
Sold with the             premium, but not to exceed target premium.
assistance of             See Exhibit  C for schedule of Target Premiums.
Executive Benefit
Services, Inc.            # Allowance is reduced to 4.5% if Batch underwriting
(EBS)                     or Expanded Non-Medical underwriting is used.
                          Allowance is reduced to 3% if Guaranteed Issue
                          underwriting is used.

                          Allowance is reduced to 3% if Accounting Benefit Rider
                          (ABR) is used. Allowance is reduced to 2.5% when ABR
                          is used with Guaranteed Issue. Other arrangements may
                          be made with different compensation amounts.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
Executive VUL             1% of premium we receive up to the target premium.
Sold with the             See Exhibit E for schedule of target premiums.
assistance of Executive
Benefit Services, Inc.
(EBS)
========================= ======================================================

Executive Benefit Services Assistance
Sales and/or policy administration assistance of EBS may consist of one or more
services, including marketing support, Case Review/Design, Case Management,
Proposals, Financial Analysis, Plan Implementation Support, Underwriting
Coordination, Internet based administration. The determination of when sales are
made subject to the sales and/or policy administration assistance of EBS, shall
be made by Principal in its sole discretion.



                                                                       5/15/2002
                   EXHIBIT D - Expense Reimbursement Schedule

Principal Life Insurance Company ("Principal" or "we") will reimburse the
broker-dealer for expenses incurred by them on sales of Policies made pursuant
to the Broker-Dealer Marketing and Servicing Agreement for Variable Life
Contracts (the "Agreement") according to the schedule below. We may, by written
notice to you, (1) change this compensation schedule; (2) discontinue the
issuance of any form of Policy; and/or (3) fix or change the amount of
compensation on Policies issued in exchange for previously issued Policies.

New York Insurance Department Limitations

The Broker-Dealer and Principal Life agree that the maximum payment under this
Agreement shall be subject to the terms of a plan we submitted to and was
approved by the New York State Insurance Department. The determination of
whether payments exceed the maximum amount permissible shall be solely our
responsibility. Any amounts paid by us to you that are deemed to exceed the
maximum amount permissible shall become a debt from you to us. We reserve the
right to set-off any such indebtedness against any amount payable under this
Agreement or any other contract you have with us or any of our affiliates.

Expense Reimbursement Amounts
We agree to pay you an expense reimbursement allowance on premiums during the
first Policy year as follows:

========================= ======================================================
PRODUCT                   REIMBURSEMENT AMOUNT
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
VUL                       Accumulator 25%# of premiums we receive up to the
                          planned periodic Premium, but not to exceed target
                          premium. See Exhibit A for schedule of Target
                          Premiums.

                          # Allowance is reduced to 15% if Accounting Benefit
                          Rider (ABR) is used. Other arrangements may be made
                          with different compensation amounts.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
SVUL                      25% of premium received up to the planned periodic
                          premium, not to exceed target premium.  See Exhibit B
                          for schedule of Target Premiums.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
PrinFlex Life (R)         5% of premium we receive up to the planned periodic
Sold with the             premium, but not to exceed target premium. See Exhibit
assistance of             C for schedule ofTarget Premiums.
Executive Benefit
Services, Inc.            # Allowance is reduced to 4.5% if Batch underwriting
(EBS)                     or Expanded Non-Medical underwriting is used.
                          Allowance is reduced to 3% if Guaranteed Issue
                          underwriting is used.

                          Allowance is reduced to 3% if Accounting Benefit Rider
                          (ABR) is used. Allowance is reduced to 2.5% when ABR
                          is used with Guaranteed Issue. Other arrangements may
                          be made with different compensation amounts.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
Executive VUL             2% of premium we receive up to the target premium.
Sold with the             See Exhibit E for schedule of target premiums.
assistance of Executive
Benefit Services, Inc.
(EBS)
========================= ======================================================

Executive Benefit Services Assistance
Sales and/or policy administration assistance of EBS may consist of one or more
services, including marketing support, Case Review/Design, Case Management,
Proposals, Financial Analysis, Plan Implementation Support, Underwriting
Coordination, Internet based administration. The determination of when sales are
made subject to the sales and/or policy administration assistance of EBS, shall
be made by Principal in its sole discretion.


                                                                       5/15/2002
                   EXHIBIT D - Expense Reimbursement Schedule

Principal Life Insurance Company ("Principal" or "we") will reimburse the
broker-dealer for expenses incurred by them on sales of Policies made pursuant
to the Broker-Dealer Marketing and Servicing Agreement for Variable Life
Contracts (the "Agreement") according to the schedule below. We may, by written
notice to you, (1) change this compensation schedule; (2) discontinue the
issuance of any form of Policy; and/or (3) fix or change the amount of
compensation on Policies issued in exchange for previously issued Policies.

New York Insurance Department Limitations

The Broker-Dealer and Principal Life agree that the maximum payment under this
Agreement shall be subject to the terms of a plan we submitted to and was
approved by the New York State Insurance Department. The determination of
whether payments exceed the maximum amount permissible shall be solely our
responsibility. Any amounts paid by us to you that are deemed to exceed the
maximum amount permissible shall become a debt from you to us. We reserve the
right to set-off any such indebtedness against any amount payable under this
Agreement or any other contract you have with us or any of our affiliates.

Expense Reimbursement Amounts
We agree to pay you an expense reimbursement allowance on premiums during the
first Policy year as follows:

========================= ======================================================
PRODUCT                   REIMBURSEMENT AMOUNT
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
VUL                       Accumulator 25%# of premiums we receive up to the
                          planned periodic Premium, but not to exceed target
                          premium. See Exhibit A for schedule of Target
                          Premiums.

                          # Allowance is reduced to 15% if Accounting Benefit
                          Rider (ABR) is used. Other arrangements may be made
                          with different compensation amounts.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
SVUL                      25% of premium received up to the planned periodic
                          premium, not to exceed target premium.  See Exhibit B
                          for schedule of Target Premiums.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
PrinFlex Life (R)         5% of premium we receive up to the planned periodic
Sold with the             premium, but not to exceed target premium. See Exhibit
assistance of             C for schedule ofTarget Premiums.
Executive Benefit
Services, Inc.            # Allowance is reduced to 4.5% if Batch underwriting
(EBS)                     or Expanded Non-Medical underwriting is used.
                          Allowance is reduced to 3% if Guaranteed Issue
                          underwriting is used.

                          Allowance is reduced to 3% if Accounting Benefit Rider
                          (ABR) is used. Allowance is reduced to 2.5% when ABR
                          is used with Guaranteed Issue. Other arrangements may
                          be made with different compensation amounts.
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
Executive VUL             5% of premium we receive up to the target premium.
Sold with the             See Exhibit E for schedule of target premiums.
assistance of Executive
Benefit Services, Inc.
(EBS)
========================= ======================================================

Executive Benefit Services Assistance
Sales and/or policy administration assistance of EBS may consist of one or more
services, including marketing support, Case Review/Design, Case Management,
Proposals, Financial Analysis, Plan Implementation Support, Underwriting
Coordination, Internet based administration. The determination of when sales are
made subject to the sales and/or policy administration assistance of EBS, shall
be made by Principal in its sole discretion.



                      EXHIBIT E - Compensation Schedule For
                   Executive VUL (Sold with the assistance of
                      Executive Benefit Services (EBS(R)))

Principal Life Insurance Company ("Principal" or "we") will pay commissions on
premiums we receive on sales of Policies made pursuant to the Broker-Dealer
Marketing and Servicing Agreement for Variable Life Contracts Agreement (the
"Agreement") according to the schedule below on premiums we receive.

We may, by written notice to Broker-Dealer (1) change this compensation
schedule; (2) discontinue the issuance of any form of Policy; and/or (3) fix or
change the amount of compensation on Policies issued in exchange for previously
issued Policies.

First Year Commissions - Executive VUL

a)       10% of premiums we receive up to the target premium.
b)       1% of premiums we receive in excess of target premium.

              The target premium is determined according to a rate per $1,000 of
              face amount and varies by age, gender and underwriting
              classification of the insured as set out in the following table.

Target Premium Rates* (Annual per $1,000 of Policy Face Amount)



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

 Age:     MALE       FEMALE     UNISEX      Age:    MALE     FEMALE    UNISEX     Age:      MALE       FEMALE     UNISEX
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                 
  20      25.19      21.06       24.37       39     46.42     39.62     45.06       58      84.85       72.02      82.18
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  21      25.93      21.76       25.11       40     47.99     40.96     46.58       59      87.45       74.24      84.69
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  22      26.71      22.48       25.87       41     49.60     42.33     48.14       60      90.15       76.56      87.29
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  23      27.51      23.22       26.66       42     51.25     43.73     49.75       61      92.94       78.99      89.98
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  24      28.36      24.00       27.49       43     52.96     45.17     51.40       62      95.82       81.51      92.77
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  25      29.24      24.80       28.36       44     54.70     46.64     53.08       63      98.80       84.13      95.64
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  26      30.18      25.64       29.27       45     56.49     48.15     54.82       64     101.86       86.82      98.59
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  27      31.15      26.50       30.23       46     58.34     49.70     56.60       65     105.01       89.57     101.62
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  28      32.18      27.40       31.22       47     60.23     51.30     58.43       66     108.26       92.39     104.73
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  29      33.24      28.33       32.26       48     62.17     52.95     60.31       67     111.61       95.27     107.94
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  30      34.36      29.29       33.35       49     64.17     54.64     62.25       68     115.10       98.27     111.26
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  31      35.51      30.29       34.47       50     66.23     56.38     64.24       69     118.77      101.42     114.76
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  32      36.72      31.32       35.64       51     68.36     58.16     66.29       70     122.66      104.77     118.46
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  33      37.97      32.39       36.85       52     70.54     60.00     68.40       71     126.79      108.34     122.38
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  34      39.26      33.50       38.11       53     72.79     61.89     70.57       72     131.16      112.16     126.53
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  35      40.60      34.64       39.41       54     75.09     63.81     72.79       73     135.77      116.22     130.91
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  36      41.99      35.83       40.76       55     77.44     65.79     75.05       74     140.58      120.49     135.49
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  37      43.42      37.06       42.15       56     79.85     67.80     77.37       75     145.57      124.96     140.23
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
  38      44.90      38.32       43.58       57     82.31     69.88     79.74
============================================================================================================================


*    Target  premium  rates  will  be  higher  if the  insured  is  rated  at an
     underwriting classification other than preferred or standard.

Asset Based Compensation ("Trail Compensation")
We will pay Trail Compensation commencing at the end of the first quarter of
Policy Year Six (6) and every quarter thereafter as long as the Policy remains
in effect and this Agreement is in effect and active. The percentage of Trail
Compensation we will pay is shown in the following table and is based on the Net
Policy Value (NPV) of a Policy.



============== =============================== =============================================================
YEAR           TOTAL % NPV ANNUAL TRAIL        BREAKDOWN OF NPV ANNUAL TRAIL COMPENSATION
               COMPENSATION
- -------------- ------------------------------- -------------------------------------------------------------
- -------------- ------------------------------- -------------------------------------------------------------
                                         
6+             0.075%*                         o        0.050%* vested to original selling agent
                                               o        0.025%* non-vested to servicing agent
- -------------- ------------------------------- -------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------


*    One fourth of the annual Trail  Compensation is multiplied by the total NPV
     on the  last  day of the  policy  quarter  starting  at the  end of the 1st
     quarter in a Policy's sixth policy year.

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

Compensation for Renewals

We will pay a renewal fee of 5.0% on all premiums we receive up to target
premium and 1.5% of premiums we receive in excess of target premium during
Policy Years two (2) through five (5). We will pay a renewal fee of 1.5% on all
premiums we receive up to target premium and 0% on premiums we receive in excess
of target premium during Policy Years six (6) through ten (10). Renewal
commissions are paid as long as the Policy remains in effect and this Agreement
is in effect and active.

Compensation on Increases

Most underwritten increases in face will result in first year commissions for
premium attributable to the face increase. We allow up to 12 months from the
effective date of an underwritten face increase to pay first year commissions.
Non-underwritten increases in face due to preferred MEC underwriting rules will
not receive first year commissions (i.e. no new target premium is generated). We
will compare the increased face amount of the policy against the highest face
amount over the lifetime to determine if there is a face amount increase during
the current year. If so, a new target premium is based on the face amount
increase above the highest lifetime face amount which may or may not equal the
requested face increase. If the new resulting face amount is less than the
highest face amount over the lifetime, no new target premium is calculated. To
determine first year commissions versus renewals, premiums paid are split in
proportion to the target premium of each face increase.

Compensation Where Executive VUL Replaces Other Variable Life Policies Issued by
Principal Life Insurance Company

A. We will pay first year commission on a new Executive VUL Policy (the
"Replacement Policy") that replaces an existing Principal Variable Life Policy
(the "Replaced Policy") in an amount which is the sum of 1 and 2 below:

1.         First year commission at the rate set out in First Year Commissions
           of this Exhibit will be applied to Replacement Policy premiums we
           receive that exceed the premiums on the Replaced Policy.

2.         A percentage of the first year commission rate of the Replacement
           Policy (as set out in the table below) based on the number of years
           since the Replaced Policy was issued, will be applied to the Replaced
           Policy planned periodic premium. The commission rate paid according
           to this paragraph and the table below shall in no event exceed the
           applicable first year commission rates as set out in the First Year
           Commissions section of this Exhibit.




======================= ======================================== ===================== =========================================
YRS SINCE DATE OF       % OF REPLACEMENT POLICY'S FIRST YEAR      YRS SINCE DATE OF    % OF REPLACEMENT POLICY'S
ISSUE OR UPDATE OF      COMMISSION RATE PAYABLE ON REPLACED       ISSUE OR UPDATE OF   FIRST YEAR COMMISSION RATE PAYABLE ON
REPLACED POLICY         PREMIUM*                                   REPLACED POLICY     REPLACED PREMIUM*
- ----------------------- ---------------------------------------- --------------------- -----------------------------------------
- ----------------------- ---------------------------------------- --------------------- -----------------------------------------

                                                                                     
        0 - 3                              0**                            12                              36

          4                               20                              13                              38

          5                               22                              14                              40

          6                               24                              15                              42

          7                               26                              16                              44

          8                               28                              17                              46

          9                               30                              18                              48

        10                                32                         19 and later                         50

        11                                34


*"Replaced premium" is the amount of planned periodic premium on the replaced
policy.

**A commission equal to the renewal rate of the Replacement Policy will be paid
on replaced premium.
=============================================================================

B.   Asset Based Compensation Trails are determined  according to the applicable
     rates set out in this Exhibit.

C.   Commissions  will not be paid when  partial  surrender  amounts are used to
     fund premium increases or new business.

D.   For special situations,  defined by the Insurer,  involving  replacement of
     life policies,  Insurer  reserves the right to further  modify  commissions
     payable on replacements outlined above.

Commission Charge-back

A five-year commission charge-back as stated in the table below is applicable if
the policy lapses, is surrendered or terminates (other than death) in the first
five Policy Years.

                           ---------------- -----------------------------
                             Policy Year       Percent of First Year
                                                  Commission Paid
                           ---------------- -----------------------------
                           ---------------- -----------------------------
                                  1                     100
                           ---------------- -----------------------------
                           ---------------- -----------------------------
                                  2                      80
                           ---------------- -----------------------------
                           ---------------- -----------------------------
                                  3                      60
                           ---------------- -----------------------------
                           ---------------- -----------------------------
                                  4                      40
                           ---------------- -----------------------------
                           ---------------- -----------------------------
                                  5                      20
                           ---------------- -----------------------------