Exhibit 10.10.1


 


Amendment No. 1


 


THE
PRINCIPAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

FOR EMPLOYEES


 


The Company has adopted and maintains The
Principal Supplemental Executive Retirement Plan for Employees as amended and
restated January 1, 2003 (Plan).  Section 8.01
of the Plan gives the Board of Directors the right to amend it at
any time.  According to that right,
effective January 1, 2006, the Plan is amended as follows:


 


Section 1.02 – Definitions
is changed by adding the following definition:


 


Grandfathered Choice Participant means a
Participant who was offered the election described in the RETIREMENT FORMULA
CHOICE SECTION of Article IV of the Associated Plan and who elected
to continue to have his Pension calculated under the benefit formula in effect
as of December 31, 2005 rather than under the new benefit formula that
first became effective January 1, 2006.  
A Participant who would have been eligible for such election during 2005
but for the fact that he was on disability leave also will be considered a
Grandfathered Choice Participant unless and until such time as he returns to
active employment with an Adopting Employer and files an election to
participate in the new benefit formula under the Plan.


 


Section 3.02 – Accrued Supplemental
Benefit is changed to read as follows:


 


A Participant’s Accrued Supplemental Benefit as of any date of
determination will be a Single Life Annuity starting as of his Normal
Retirement Date (or as of the last day of the calendar month that next follows
the date of determination, if such date is after the Normal Retirement Date)
with a monthly amount equal to A minus B, where:


 


“A” =                The greater of A1or A2 where:


 


“A1” =          The Participant’s Cash
Balance Accrued Benefit under the Associated Plan determined without regard to:


 


(i)                                     The limit on compensation taken into account under
the Associated Plan under Code § 401(a)(17);


 


(ii)                                  The
limit on the benefit accrued and payable under the Associated Plan under Code § 415(b);
and


 


(iii)          The
exclusion of amounts deferred by the Participant under The Principal Select
Savings Excess Plan (or other non-qualified deferred compensation plan
maintained or previously maintained by the Company or Participating Controlled
Group Member) from the compensation base used in determining the benefit
accrued and payable under the Associated Plan.


 


“A2” =          For a Grandfathered
Choice Participant, (or other participant for benefits accrued prior to January 1,
2006) who has an Accrued Benefit (Final Average Pay) accrued on his behalf
under the Associated Plan after January 1, 2002, A2 equals the greater of
A2a or A2b where:


 


A2a =                The Participant’s
Accrued Benefit (Final Average Pay) under the Associated Plan; or


 

















 


A2b =               An amount equal to
1 + 2 – 3, where:


 


“1” =                    70.5% of the
Participant’s Average Compensation multiplied by his Accrued Benefit Adjustment
(Pre-89) (Final Average Pay).


 


“2” =                    65% of the
Participant’s Average Compensation multiplied by his Accrued Benefit Adjustment
(Final Average Pay).


 


“3” =       The
Participant’s Social Security Benefit multiplied by the sum of his Accrued
Benefit Adjustment (Pre-89) (Final Average Pay) and his Accrued Benefit
Adjustment (Final Average Pay).


 


A2a and A2b will be determined without regard
to:


 


(i)                                     The limit on compensation taken into account under
the Associated Plan under Code § 401(a)(17);


 


(ii)                                  The
limit on the benefit accrued and payable under the Associated Plan under Code § 415(b);
and


 


(iii)          The
exclusion of amounts deferred by the Participant under The Principal Select
Savings Excess Plan (or other non-qualified deferred compensation plan
maintained or previously maintained by the Company or Participating Controlled
Group Member) from the compensation base used in determining the benefit
accrued and payable under the Associated Plan.


 


After December 31, 2005, in the case of
a Participant other than a Grandfathered Choice Participant, who has an Accrued
Benefit (Final Average Pay) accrued on his behalf under the Associated Plan
after January 1, 2002 A2= the Participant’s Accrued Benefit (Final Average
Pay) under the Associated Plan, determined without regard to:


 


(i)                                     The limit on compensation taken into account under
the Associated Plan under Code § 401(a)(17);


 


(ii)                                  The limit on the
benefit accrued and payable under the Associated Plan under Code § 415(b);
and


 


(iii)          The
exclusion of amounts deferred by the Participant under The Principal Select
Savings Excess Plan (or other non-qualified deferred compensation plan
maintained or previously maintained by the Company or Participating Controlled
Group Member) from the compensation base used in determining the benefit
accrued and payable under the Associated Plan.


 


“B” =                  The greater of
B1 or B2, where:


 


“B1” =            The Participant’s Cash
Balance Formula Accrued Benefit under the Associated Plan; or


 


“B2” =            The Participant’s
Accrued Benefit (Final Average Pay) under the Associated Plan.


 


However, if the Participant receives a distribution under the
Associated Plan prior to distribution of the


 

















 


Supplemental Pension benefit, the cash balance account in B above will equal
the amount that would have accrued as if no distribution in the Associated Plan
would have occurred.


 


If a Participant does not have an Accrued Benefit (Final Average Pay)
accrued on his behalf under the Associated Plan after January 1, 2002,
then his Accrued Supplemental Benefit will be A1 minus B1, above.  Similarly, if a Participant has an Accrued
Benefit (Final Average Pay) accrued on his behalf under the Associated Plan
after January 1, 2002, his Accrued Supplemental Benefit will be the
greater of A1 or A2, minus the greater of B1 or B2, above.


 


Frozen and
Preserved Accrued Supplemental Benefit for a Participant other than a
Grandfathered Choice Participant.  A
Participant’s Accrued Supplemental Benefit will not be less than his Accrued
Supplemental Benefit as any of the following dates, calculated as if that date
were his Severance Date (or, if earlier, as of his actual Severance Date):


 


a)                                      December 31,
1995;


 


b)                                     December 31,
2005 (which preserves the Accrued Supplemental Benefit as of the date immediately
prior to the effective date of a pension formula change under the Plan);


 


c)                                      In
the case of a Participant who would have been eligible for the election
described in the RETIREMENT FORMULA CHOICE SECTION of Article IV
during 2005 but for the fact that he was on disability leave, and who
subsequently returns to active employment with an Adopting Employer and elects
to participate in the new benefit formula under the Plan that first became
effective January 1, 2006, the date on which he returns to active
employment with an Adopting Employer.


 


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


 


On behalf of the Human Resources Committee of the Board of Directors of
the Company, this Amendment to The Principal Supplemental Executive Retirement
Plan for Employees has been executed this 28th day of November, 2005.


 


	
  By:

  	
  /s/ William T. Kerr

  	
   

  
	
   

  	
  William T. Kerr, Chair