PRINCIPAL FINANCIAL GROUP PROTOTYPE
                                FOR SAVINGS PLANS



                      THIS IS A 401(k) PROFIT SHARING PLAN.


                         ADOPTION AGREEMENT NONSTANDARD


                        IRS SERIAL NO. K305394b ADOPTION
                       AGREEMENT PLAN NO. 001 TO BE USED
                             WITH BASIC PLAN NO. 02

                           APPROVED: JULY 22, 2003 103


                                 Principal Life
                               Insurance Company
                          Des Moines, Iowa 50392-0001



<PAGE>


                           DEPARTMENT OF THE TREASURY
                 INTERNAL REVENUE SERVICE WASHINGTON, D.C. 20224

 Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
 FFN: 50307440002-001          Case: 200302005        EIN: 42-0127290
 Letter Serial No: K305394b

                                          Contact Person: Ms. Arrington 50-00197
 PRINCIPAL LIFE INSURANCE CO              Telephone Number: (202) 283-8811
 710 9TH STREET                           In Reference to: T:EP:RA:T2
 DES MOINES, IA 50309                     Date: 07/22/2003

Dear Applicant:

In our opinion, the amendment to the form of the plan identified above
does not in and of itself adversely affect the plan's acceptability under
section 401 of the Internal Revenue Code. This opinion relates only to the
amendment to the form of the plan. It is not an opinion as to the acceptability
of any other amendment or of the form of the plan as a whole, or as to the
effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this
plan. You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to Employee Plans Determinations in
Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20,
2000-6 I.R.B. 553.

This letter considers the changes in qualifications requirements made
by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business
Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment
and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Job Creation and WorkersAssistance Act of 2002, Pub.
L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.
These laws are referred to collectively as GUST.

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). However, an employer that adopts this plan may rely on this letter with
respect to the qualification of its plan under Code section 401(a), as provided
for in Announcement 2001-77, 2001-30 I.R.B. and outlined below. The terms of
the plan must be followed in operation.

Except as provided below, our opinion does not apply with respect to the
requirements of: (a) Code sections 401(a)(4), 401(a)(26), (401(1), 410(b) and
414(s). Our opinion does not apply for purposes of Code section 401(a)(10)(B)
and section 401(a)(16) if an employer ever maintained another qualified plan
for one or more employees who are covered by this plan. For this purpose, the
employer will not be considered to have maintained another plan merely because
the employer has maintained another defined contribution plan(s), provided such
other plan(s) has been terminated prior to the effective date of this plan and
no annual additions have been credited to the account of any participant under
such other plan(s) as of any date within the limitation year of this plan.
Likewise, if this plan is first effective on or after the effective date of the
repeal of Code section 415(e), the employer will not be considered to have
maintained another plan merely because the employer has maintained a defined
benefit plan(s), provided the defined benefit plan(s) has been terminated prior
to the effective date of this plan. Our opinion also does not apply for
purposes of Code section 401(a)(16) if, after December 31, 1985, the employer
maintains a welfare benefit fund defined in Code section 419(e), which provides
postretirement medical benefits allocated to separate accounts for key
employees as defined in Code section 419A(d)(3).



<PAGE>

PRINCIPAL LIFE INSURANCE CO
FFN: 50307440002-001
Page 2

 Our opinion applies with respect to the requirements of Code section 410(b) if
 100 percent of all nonexcludable employees benefit under the plan. Employers
 that elect a safe harbor allocation formula and a safe harbor compensation
 definition can also rely on an opinion letter with respect to the
 nondiscriminatory amounts requirement under section 401(a)(4) and the
 requirements of sections 401 (k) and 401 (m) (except where the plan is a safe
 harbor plan under section 401(k)(12) that provides for the safe harbor
 contribution to be made under another plan).

 An employer that elects to continue to apply the pre-GUST family aggregation
 rules in years beginning after December 31,1996, or the combined plan limit of
 section 415(e) in years beginning after December 31,1999, will not be able to
 rely on the opinion letter without a determination letter. The employer may
 request a determination letter by filing an application with Employee Plans
 Determinations on Form 5307, Application for Determination for Adopters of
 Master or Prototype of Volume Submitter Plans.

 This letter with respect to the amendment to the form of the plan does not
 affect the applicability to the plan of the remedial amendment extension period
 of section 19 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553. The applicability of
 such provisions may be determined by reference to the initial opinion letter
 issued with respect to the plan.

 If you, the master or prototype sponsor, have any questions concerning the IRS
 processing of this case, please call the above telephone number. This number is
 only for use of the sponsor. Individual participants and/or adopting employers
 with questions concerning the plan should contact the master or prototype
 sponsor. The plan's adoption agreement must include the sponsor's address and
 telephone number for inquiries by adopting employers.

 If you write to the IRS regarding this plan, please provide your telephone
 number and the most convenient time for us to call in case we need more
 information. Whether you call or write, please refer to the Letter Serial
 Number and File Folder Number shown in the heading of this letter.

 You should keep this letter as a permanent record. Please notify us if you
 modify or discontinue sponsorship of this plan.

                         Sincerely yours,

                         Paul T. Shultz

                         Director
                         Employee Plans Rulings & Agreements


<PAGE>


                               TABLE OF CONTENTS



A.      ADOPTION AGREEMENT                                            1
B.      EMPLOYER                                                      1
C.      PLAN NAME                                                     1

D.      EFFECTIVE DATE                                                1
E.      YEARLY DATE                                                   2
F.      FISCAL YEAR                                                   2

G.     NAMED FIDUCIARY                                                2
H.     PLAN ADMINISTRATOR                                             2
I.     PREDECESSOR EMPLOYER AND PRIOR EMPLOYER                        3

 J.    ELIGIBLE EMPLOYEE                                              4
 K.    HIGHLY COMPENSATED EMPLOYEE AND TESTING METHODS                6
 L.    ENTRY REQUIREMENTS                                             7

 M.    ENTRY DATE                                                     9
 N.    PAY                                                            10
 O.    ELECTIVE DEFERRAL CONTRIBUTIONS                                12

 P.    MATCHING CONTRIBUTIONS                                         17
 Q.    OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES                   19
 R.    NET PROFITS AND CONTRIBUTION REQUIREMENTS                      26

 S.    CONTRIBUTION MODIFICATIONS                                     27
 T.    VOLUNTARY CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS             29
 U.    INVESTMENTS                                                    30

 V.    VESTING PERCENTAGE                                             33
 W.    VESTING SERVICE                                                35
 X.    EQUIVALENCIES                                                  36

 Y.    WITHDRAWAL BENEFITS                                            37
 Z.    RETIREMENT AND THE START OF BENEFITS                           38
 AA.   FORMS OF DISTRIBUTION FOR RETIREMENT BENEFITS                  41

 AB. ADOPTING EMPLOYERS                                               42



<PAGE>



                                       ii


<PAGE>


 PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR SAVINGS PLANS

 ADOPTION AGREEMENT - NONSTANDARDIZED FORM


 (Use black ink to complete the Adoption Agreement.)


A.          This ADOPTION AGREEMENT together with the PRINCIPAL FINANCIAL GROUP
            PROTOTYPE BASIC SAVINGS PLAN constitutes (Select (1), (2), or (3).)

               1)   [ ] a new plan.

               2)   [ ] a restatement of an existing plan (and trust). Such
                    existing plan was qualifiable under 401(a) of the Internal
                    Revenue Code. The provisions of this restatement are

                    effective on _____________________________________________.
                    This is the RESTATEMENT DATE. (Select if not currently on
                    this Plan No. 001, Basic Plan No. 02 with the approval
                    date shown on the cover page.)


               3)   [ ] Amendment No. _3_____________ to the Plan. It replaces
                    all prior amendments to the Plan and the first Adoption
                    Agreement. The provisions of this amendment are

                    effective on April 1. 2003______________________________.
                    (Select if currently on this Plan No. 001, Basic Plan No.
                    02 with the approval date shown on the cover page.)


B.   The terms we, us, and our, as they are used in this Plan, refer to the
     EMPLOYER. We,

        TEMECULA VALLEY BANK
        ________________________________________________________________________



       are the Employer. (Fill in exact legal name.)

C.    The PLAN NAME is

      T.V.B. 401(K) PLAN_______________________________________________________

     (For example: ABC, Inc. 401(k) Savings Plan.)

D.    The Plan's original effective date is August 1, 1997____________________.
      This is the EFFECTIVE DATE.



Amend No. 3 Effective April 1, 2003      1       Annuity Contract No. GA 4-42423


<PAGE>


E.   The YEARLY DATE is the first day of each Plan Year. (Fill in the Effective
     Date. If this is not a new plan and the Yearly Date has changed more than
     once, fill in any Yearly Date that is not later than the Restatement Date
     or amendment effective date.)

     The Yearly Date is  August 1. 1997____________________________________
     and (Select one.)

     1)   [ ] the same day of each following year.

     2)   |X| each following January 1__________________________________. (The
          first Plan Year is short.)

     3)   [ ] (a) each following
          ___________________________________________________ through

          (b) ________________________________________________and

          (c)  each following _______________________________________. (A later
               Plan Year is short. Complete (a) using the same month and day as
               in Yearly Date above, (b) using the same month and day as in (a)
               and the calendar year in which the short Plan Year begins, and
               (c) using the first day of the new Plan Year.)

       If the first date in Item E is after the Effective Date, Yearly Dates
       before the first date in Item E above shall be determined under the
       provisions of the (Prior) Plan before that date.


F.    The FISCAL YEAR is our taxable year and ends on December
      31__________________________________. (Month and day.)


 G. We are the NAMED FIDUCIARY, unless otherwise specified in (1) below.

          1)[ ]-----------------------------------------------------------------

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

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


       is the Named Fiduciary. (Principal Life Insurance Company cannot be
       named.)

 H. We are the PLAN ADMINISTRATOR, unless otherwise specified in (1) below.

          1)[  ]
               -----------------------------------------------------------------

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

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


         _________is the Plan Administrator. (Principal Life Insurance Company
                  cannot be named.)

          ________If (1) is selected, complete the address, phone number, and
                  tax filing number of the Plan Administrator.

         Address
                 ---------------------------------------------------------------

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

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

         Phone No._______________________________     Tax Filing No. ___________








Amend No. 3 Effective April 1, 2003         2    Annuity Contract No. GA 4-42423









<PAGE>


I. PREDECESSOR EMPLOYER AND PRIOR EMPLOYER.

       1)   A PREDECESSOR EMPLOYER is a firm of which we were once a part (e.g.,
            due to a spin-off or a change of corporate status) or a firm
            absorbed by us because of a merger or acquisition (stock or asset,
            including a division or an operation of such company). No selections
            are needed for a Predecessor Employer which maintained this Plan
            since the Employer is defined as including such Predecessor
            Employer, and service with the Employer would therefore include
            service with such Predecessor Employer.

          a)   [ ](Select if you wish to count service or pay with a Predecessor
               Employer which did not maintain this Plan.) A Predecessor
               Employer which did not maintain this Plan is deemed to be the
               Employer for purposes of determining: (Select at least one.)

                   i) [ ]Entry Service

                   NOTE: The Entry Date for an employee of such Predecessor
                   Employer shall be the earliest Entry Date on or after he has
                   both met the entry requirements and is an Eligible Employee.

                   ii) [ ] Vesting Service

                   iii) [ ] Hours of Service required to be eligible for an
                        Employer Contribution

                   iv) [ ]Pay

          b)   [ ](Select if service must be continuous.) Service with or pay
               from such Predecessor Employer shall be counted only if service
               continued without interruption.

          c)   [ ](Select if Self-employed Individual's service and pay is to be
               counted.) Service with or pay from such Predecessor Employer
               shall include service or pay while a sole proprietor or partner.

          d)   [ ] (Select if not counted for all such Predecessor Employers.)
               Service with or pay from such Predecessor Employer shall be
               counted only as to a Predecessor Employer which (Select (i),
               (ii), or both.)

                   i) [ ]maintained a qualified pension or profit sharing plan
                   (or)

                   ii) [ ]is named below: (Exact legal name(s).)

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

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

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

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


Amend No. 3 Effective April 1, 2003     3        Annuity Contract No. GA 4-42423
















<PAGE>


      2)     A PRIOR EMPLOYER is an Employee's last employer immediately prior
             to us which is not a Predecessor Employer or a Controlled Group
             member, but for which service credit is granted under the Plan.
             Service with such Prior Employer shall be counted only if service
             continued without interruption.


           a)    [ ] (Select if you wish to count service with a Prior
                 Employer.) The following are Prior Employers for which service
                 credit is granted under the Plan: (Exact legal name(s).)



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

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

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

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

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


           b)    Service with such Prior Employer shall be counted for purposes
                 of determining: (If (a) above is selected, select (i), (ii), or
                 both.)

                 i) [ ]Entry Service

                  NOTE: The Entry Date for an employee of such Prior Employer
                  shall be the earliest Entry Date on or after he has both
                  met the entry requirements and is an Eligible Employee.

                 ii) [ ]Vesting Service J
..
An ELIGIBLE EMPLOYEE is (Select (1) or (2).)

          1)   |X|an Employee of ours or of an Adopting Employer (See Item AB.).

          2)   [ ]an Employee of ours or of an Adopting Employer (See Item AB.),
               provided the Employee meets the requirement(s) selected below.
               (Select requirement(s) in (a)-(e) that apply. Selections may
               affect testing done to determine if the minimum coverage
               requirement of Code Section 410(b) is met, unless otherwise
               indicated.)

            a)    [ ] Employed in the following employment classification:
                  (Select at least one.)

                 i) [ ]Paid on a salaried basis

                ii) [ ]Paid on a commission basis

               iii) [ ]Paid on an hourly basis







Amend No. 3 Effective April 1, 2003       4      Annuity Contract No. GA 4-42423









<PAGE>


                iv)   [ ] Represented for collective bargaining purposes by
                      (Select A or B.)

                      A. [ ]any bargaining unit
                      B. [ ] specific bargaining unit named below:

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

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

                v)    [ ]Not represented for collective bargaining purposes by
                        (Select A or B.)

                      A. [ ]any collective bargaining agreement between us and
                            employee representatives, if retirement benefits
                            were the subject of good faith bargaining and if two
                            percent or less of the Employees who are covered
                            pursuant to that agreement are professionals defined
                            in section 1.410(b)-9 of the regulations. For this
                            purpose, the term "employee representatives" does
                            not include any organization more than half of whose
                            members are Employees who are owners, officers, or
                            executives of ours. (This exclusion does not affect
                            coverage testing.)

                      B. [ ]a specific bargaining unit named below:

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

                      ---------------------------------------------------------
                      (This exclusion does not affect coverage testing if
                       requirements in (a)(v)A above are met.)

                    vi)  |[ ]Not a nonresident alien, within the meaning of Code
                         Section 7701(b)(1)(B), who receives no earned income,
                         within the meaning of Code Section 911 (d)(2), from us
                         which constitutes income from sources within the United
                         States, within the meaning of Code Section 861(a)(3),
                         or who receives such earned income but it is all exempt
                         from income tax in the United States under the terms of
                         an income tax convention. (This exclusion does not
                         affect coverage testing.)

                    vii) [ ]Not a Leased Employee.

                    viii) [ ]Not an Employee who became an Employee as the
                         result of a Code Section 410(b)(6)(C) transaction.
                         These Employees will be excluded during the period
                         beginning on the date of the transaction and ending on
                         the last day of the first Plan Year beginning after the
                         date of the transaction. A Code Section 410(b)(6)(C)
                         transaction is an asset or stock acquisition, merger,
                         or similar transaction involving a change in the
                         employer of the employees of a trade or business. (This
                         exclusion does not affect coverage testing.)







Amend No. 3 Effective April 1, 2003        5    Annuity Contract No. GA 4-42423








<PAGE>


                    ix)  [ ]Not an Employee considered by us to be an
                         independent contractor, or the employee of an
                         independent contractor, who is later determined by the
                         Internal Revenue Service to be an Employee.

           b)    If more than one employment classification is selected in (a)
                 above, the Employee must meet (Select (i) or (ii).)

                    i)   [ ]all of the employment classifications selected.

                    ii)  [ ]any one of the employment classifications selected.

           c)    [ ] Not covered under any other qualified (Select (i), (ii), or
                 both.)

                    i)   [ ]profit sharing plan (or)

                    ii)  [ ]pension plan to which we contribute.

          d)   [ ] Employed at the following location(s) or division(s) or in
               the following position(s) or classification(s): (List those to be
               included.)

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

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

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

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

          e)   [ ]Not employed at the following location(s) or division(s) or in
               the following position(s) or classification(s): (List those to be
               excluded. Cannot impose a service-based exclusion such as
               part-time employees.)

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

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

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







K. HIGHLY COMPENSATED EMPLOYEE AND TESTING METHODS.

          1)   HIGHLY COMPENSATED EMPLOYEE. The definition of Highly Compensated
               Employee in Plan Section 1.02 is modified below. (Select any that
               apply.)

            a)    [ ] TOP-PAID GROUP ELECTION. (Select if you wish to limit the
                  number of Highly Compensated Employees based on compensation
                  to the top-paid group.) In determining who is a Highly
                  Compensated Employee, we make a top-paid group election. The
                  effect of this election is that an Employee (who is not a
                  5-percent owner at any time during the determination year or
                  the look-back year) with compensation in excess of $80,000 (as
                  adjusted) for the look-back year is a Highly Compensated
                  Employee only if the Employee was in the top-paid group for
                  the look-back year.



Amend No. 3 Effective April 1, 2003      6       Annuity Contract No. GA 4-42423








<PAGE>


          b)   [ ] CALENDAR YEAR DATA ELECTION. (Select if you wish to change
               the look-back year for compensation determination. This election
               has no effect if the Plan Year begins on January 1.) In
               determining who is a Highly Compensated Employee (other than as a
               5-percent owner), we make a calendar year data election. The
               effect of this election is that the look-back year is the
               calendar year beginning with or within the look-back year.

          NOTE: These elections must apply consistently to the determination
          years of all plans of yours except as provided in the definition of
          Highly Compensated Employee in Plan Section 1.02.

     2)   TESTING METHODS. This Plan shall use the prior year testing method for
          purposes of the ADP and ACP Tests, unless otherwise specified in (a)
          below.

           a)    |X|(Must be selected if 401 (k) Safe Harbor Plan.) This Plan
                 shall use the current year testing method for purposes of the
                 ADP and ACP Tests.

                 NOTE: The Plan cannot change from the current year testing
                 method to the prior year testing method for a Plan Year unless
                 (i) the Plan has been using the current year testing method for
                 the preceding five Plan Years or, if less, the number of Plan
                 Years the Plan has been in existence or (ii) the Plan otherwise
                 meets one of the conditions specified in Internal Revenue
                 Service Notice 98-1 (or superseding guidance) for changing from
                 the current year testing method.

           b)    If this is not a successor plan and the Plan is using the prior
                 year testing method, for the first Plan Year this Plan permits
                 any Member to make Elective Deferral Contributions, the prior
                 year's Nonhighly Compensated Employees' ADP, as defined in Plan
                 Section 3.07, shall be three percent, unless otherwise
                 specified in (i) below.

                 i)    LJ (Cannot be used with (a) above.) The Plan Year's ADP,
                       as defined in Plan Section 3.07, shall be used for the
                       Nonhighly Compensated Employees' ADP.

            c)    If this is not a successor plan and the Plan is using the
                  prior year testing method, for the first Plan Year this Plan
                  permits any Member to make Voluntary Contributions, provides
                  for Matching Contributions, or both, the prior year's
                  Nonhighly Compensated Employees' ACP, as defined in Plan
                  Section 3.07, shall be three percent, unless otherwise
                  specified in (i) below.

                  i)    [ ](Cannot be used with (a) above.) The Plan Year's ACP,
                        as defined in Plan Section 3.07, shall be used for the
                        Nonhighly Compensated Employees' ACP.

L. ENTRY REQUIREMENTS.

      1)      SERVICE REQUIRED to become an Active Member: (Select (a) or
              (b).)

                  a)      [ ]Service is not required.





Amend No. 3 Effective April 1, 2003         7    Annuity Contract No. GA 4-42423








<PAGE>


     b)   |X|Service requirement is (Select (i), (II), or (in). Up to one year
          may be used, 6 months if Entry Date is Yearly Date.)

                i) [ ] one year.

                ii)   |X|_3___________ months. (Up to 12. Only available
                      if(2)(a) below is selected.)

                iii)  [ ] ____________ days. (Up to 120. Only available if
                      (2)(a) below is selected.)


     2)   ENTRY SERVICE, subject to the provisions of Plan Section 1.02, shall
          be determined as follows: (Select (a) or (b) if service is required
          for entry.)

          a)   |X|ELAPSED TIME METHOD. Entry Service is the total of an
               Employee's Periods of Service without regard to Hours of Service.

          b)   [ ]HOURS METHOD. A year of Entry Service is an Entry Service
               Period in which an Employee has at least 1,000 Hours of Service,
               unless otherwise specified in (i) below.

                i) [ ] _________ (Up to 999.) Hours of Service.


                ii)   CREDITING DATE. A year of Entry Service shall be credited
                      at the end of the Entry Service Period, unless otherwise
                      specified in A below.

                      A.     [ ]A year of Entry Service shall be credited when
                             the Employee has reached the specified number of
                             Hours of Service during the Entry Service Period.

                iii) ENTRY SERVICE PERIOD is the consecutive 12-month period
                       beginning on an Employee's Hire Date and the consecutive
                       12-month period ending on the last day of each following
                       Plan Year, unless otherwise specified in A below.
                       Following Plan Years shall include all Plan Years that
                       begin after his Hire Date. (See Plan Section 1.02 for the
                       crediting of Entry Service during the first two periods.)

                       A.    [ ]An Entry Service Period is the consecutive
                             12-month period beginning on an Employee's Hire
                             Date and each following consecutive 12-month period
                             beginning on an anniversary of that Hire Date.

                 iv)   An ENTRY BREAK, when the hours method is used, is an
                       Entry Service Period in which an Employee is credited
                       with not more than one-half of the Hours of Service
                       required for a year of Entry Service, unless otherwise
                       specified in A below.

                       A.    [ ]_____________ or fewer Hours of Service (Fill in
                             up to 500 hours but less than hours required for a
                             year of Entry Service.)





Amend No. 3 Effective April 1, 2003        8     Annuity Contract No. GA 4-42423







<PAGE>


      3)  AGE REQUIRED to become an Active Member: (Select (a) or (b).)

          a)   |X|A minimum age is not required.

          b)   [ ] An Employee must be _____________________or older. (Not
               overage 21, 20 1/2 if Entry Date is Yearly Date.)

      4)   [ ] DUAL ELIGIBILITY. (Only available if (1)(b) or (3)(b) above is
           selected. Cannot be used with Item O(8) or (9).) The service and age
           requirements selected in (1)(b) and (3)(b) above shall not apply for
           purposes of Elective Deferral Contributions. For purposes of Elective
           Deferral Contributions, an Employee shall first become an Active
           Member (begin active participation in the Plan) on the earliest Entry
           Date selected in Item M on which he is an Eligible Employee, unless
           otherwise specified in (a) below.

           a)    [ ] IMMEDIATE ENTRY FOR ELECTIVE DEFERRALS. (Cannot be used
                 with Item M(5) or O(7).) For purposes of Elective Deferral
                 Contributions, an Employee shall first become an Active Member
                 (begin active participation in the Plan) on the earliest date
                 on which he is an Eligible Employee. This date is the Member's
                 Entry Date.

           NOTE: The earliest Entry Date shall be used to determine if a Member
           is an Active Member for purposes of any minimum contribution under
           Plan Section 11.04.

     5)   [ ] WAIVING ENTRY REQUIREMENTS. The requirements selected below shall
          be waived on August 1, 1997__________________________________. This
          date shall be an Entry Date if the Eligible Employee has met all the
          other entry requirements. (Select (a), (b), or both.)

          a) [ ]Service requirement

          b) [ ]Age requirement

           NOTE: This waiver applies only (i) to the primary Employer in Item B
           and (ii) on the date you fill in. Must be the Effective Date or
           later. See Item AB for the waiver of entry requirements for an
           Adopting Employer.


     M.   ENTRY DATE. An Eligible Employee shall enter the Plan as an Active
          Member on the earliest (Select one.)

           1) [ ] Monthly Date

           2) [ ] Semi-yearly Date

           3) [ ] Quarterly Date










Amend No. 3 Effective April 1, 2003       9      Annuity Contract No. GA 4-42423












<PAGE>


     4)   [ ] Yearly Date (If selected, age and service required in Item L
          cannot be over 20 112 or more than 6 months, respectively.)

     5)   [ ] date

       on or after the date on which he meets all the entry requirements. This
       date is his ENTRY DATE.



N. PAY.

       NOTE: Pay is used for ADP and ACP Tests and for contribution
       determinations other than for top-heavy minimum contributions and 40 (k)
       SIMPLE Plan contributions. Compensation, as defined in Plan Section 3.09,
       is used for 401(k) SIMPLE Plan contributions.

          1)   Pay is the same as Compensation defined in Item S, subject to any
               modifications set forth in this Item N.

            For years beginning before January 1,1998, Compensation, as defined
            in Item S, does not include elective contributions, but Pay shall.
            For this purpose, elective contributions are amounts excludible from
            the gross income of the Employee under Code Sections 402(e)(3),
            402(h)(1)(B), 125, or 403(b), and contributed by us, at the
            Employee's election, to a Code Section 401(k) arrangement, a
            simplified employee pension, cafeteria plan, or tax-sheltered
            annuity. Elective contributions also include amounts deferred under
            a Code Section 457 plan maintained by us and employee contributions
            "picked up" by a governmental entity and, pursuant to Code Section
            414(h)(2), treated as our contributions.


       2)   SAFE HARBOR FRINGE BENEFIT EXCLUSION. For the purpose of calculating
            Elective Deferral Contributions and Matching Contributions only, Pay
            shall not include reimbursements or other expense allowances, fringe
            benefits (cash or non-cash), moving expenses, deferred compensation
            (other than elective contributions), and welfare benefits, unless
            otherwise specified in (a) below.

            a)    [ ] (Exclude fringe benefits for all purposes.) Pay for all
                  purposes under the Plan shall not include reimbursements or
                  other expense allowances, fringe benefits (cash or non-cash),
                  moving expenses, deferred compensation (other than elective
                  contributions), and welfare benefits.


       3)   ANNUAL PAY for a Plan Year is an Employee's Pay for the Pay Year
            ending with or within the consecutive 12-month period ending on the
            last day of the Plan Year. (Annual Pay is used for calculating
            annual contributions and annual allocations of Qualified Nonelective
            Contributions, Additional Contributions, and Discretionary
            Contributions. Annual pay is not used for the Qualified Nonelective
            Contributions used to satisfy the ADP Test Safe Harbor
            described in Item O(8).)









Amend No. 3 Effective April 1, 2003        10    Annuity Contract No. GA 4-42423










<PAGE>


         The PAY YEAR is the consecutive 12-month period ending on the last day
         of each Plan Year, unless otherwise specified in (a) below.

         a) [ ] The Pay Year is the consecutive 12-month period ending on each

          ____________________________________________________. (Month and day.)
               For an Employee whose date of hire is less than 12 months before
               the end of the consecutive 12-month period designated, Pay shall
               be determined over the consecutive 12-month period ending on the
               last day of the Plan Year.

          ANNUAL PAY MODIFICATIONS: (Select any that apply.)

          b)   [ ] Annual Pay shall not include Pay over $ ____


          c)   [ ] (Cannot use with (a) above.) Annual Pay shall only include
               Pay received while an Active Member.

                NOTE: Including only Pay received while an Active Member may
                result in additional Contributions needed to satisfy the
                top-heavy requirements, described in Plan Section 11.04, during
                any Plan Year in which this Plan is a Top-heavy Plan.

     4)   [ ]Pay for purposes of determining the allocation or amount of:
          (Select at least one.)

          a)   [ ] (Cannot use if 401(k) Safe Harbor Plan.) Elective Deferral
               Contributions and Matching Contributions (Exclusions for Matching
               Contributions only is not permitted.)

          b)   [ ] Qualified Nonelective Contributions (Cannot select if ADP
               Test Safe Harbor is satisfied using Qualified Nonelective
               Contributions, Item 0(8)(b)(ii) or (c).)

          c)   [ ] Additional Contributions

          d)   [ ] Discretionary Contributions (Exclusions are not permitted if
               integrated allocation formula is used.) excludes: (Select at
               least one.)

          e)   [ ] bonuses

          f)   [ ] commissions

          g)   [ ] overtime

          h)   [ ] other special pay (Specify type of pay.)

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

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



           NOTE: Exclusions for purposes of any contributions other than
           Elective Deferral Contributions and Matching Contributions will
           require Code Section 414(s) nondiscrimination testing.



Amend No. 3 Effective April 1, 2003         11   Annuity Contract No. GA 4-42423




<PAGE>


          5)   |X| For purposes of the ADP and AGP Tests, Pay shall be limited
               to Pay received while an Eligible Member, as defined in Plan
               Section 3.07.


O.   ELECTIVE DEFERRAL CONTRIBUTIONS for a Member are equal to a portion of Pay
     as specified in the elective deferral agreement. An Employee who is
     eligible to participate in the Plan may file an elective deferral agreement
     with us. The Member shall modify or terminate the elective deferral
     agreement by filing a new elective deferral agreement. The elective
     deferral agreement may not be made retroactively and shall remain in effect
     until modified or terminated.

      BEGINNING OF FIRST PAY PERIOD. The elective deferral agreement to start or
      modify Elective Deferral Contributions shall be effective on the first day
      of the first pay period following the pay period in which the Member's
      Entry Date (Reentry Date, if applicable) or any following change date
      occurs, unless otherwise specified in (1) or (2) below.

          1)   [ ] FOLLOWING PAY DATE. (Cannot be used with (7) below.) A
               Member's elective deferral agreement shall become effective on
               the first day that pay is paid or made available following the
               date on which the Member's Entry Date, (Reentry Date, if
               applicable) or any following change date occurs.

          2)   [ ] BEGINNING OF SECOND PAY PERIOD. A Member's elective deferral
               agreement shall become effective on the first day of the second
               pay period following the pay period in which the Member's Entry
               Date (Reentry Date, if applicable) or any following change date
               occurs. (Consider using this option if the Plan requires
               automatic deferrals.)

      The elective deferral agreement to start or modify Elective Deferral
      Contributions must be entered into on or before the date it is effective.

      The elective deferral agreement to stop Elective Deferral Contributions
      may be entered into on any date. If 0(1) is not selected above, such
      elective deferral agreement shall be effective on the first day of the
      first pay period following the pay period in which the elective deferral
      agreement is entered into. If O(1) is selected above, such elective
      deferral agreement shall be effective on the first day that pay is paid or
      made available after the elective deferral agreement is entered into.

       3)   The change date shall be each Semi-yearly Date, unless otherwise
            specified in (a), (b), (c), or (d) below. (Select one, if
            applicable.)

          a)   |X| Monthly Date

          b)   [ ] Quarterly Date

          c)   [ ] Yearly Date

          d)   [ ] date

     4)   [ ](Cannot select if ADP Test Safe Harbor is satisfied using Qualified
          Matching Contributions.) _____________% of Pay is the minimum Elective
          Deferral Contribution.



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<PAGE>


     5)   [ ] Elective Deferral Contributions must be a whole percentage of Pay.

     6)   [ ] (Cannot select if ADP Test Safe Harbor is satisfied using
          Qualified Matching

     Contributions.) _____________ % of Pay is the maximum Elective Deferral
          Contribution. (Consider using this option to limit Elective Deferral
          Contributions to avoid 415 excesses.)


    7)   [ ] AUTOMATIC DEFERRAL. (Cannot be used with Item M(5).) The Plan shall
         require an automatic Elective Deferral Contribution described in Plan
         Section 3.01. The automatic Elective Deferral Contribution shall be 4%
         of Pay, unless otherwise specified in (a) below. The Member may
         affirmatively elect a different percentage or elect not to make
         Elective Deferral Contributions. If the Member elects a different
         percentage, such percentage must comply with any limitations selected
         in (4), (5), or (6) above.

          a)    [ ] _____________ % (Up to 6 %.) of Pay shall be the automatic
                Elective Deferral Contribution.

          b)    The automatic Elective Deferral Contribution shall apply to
                Members only at the time they enter or reenter the Plan, unless
                otherwise specified in (i) below.

                i)     [ ] The automatic Elective Deferral Contribution shall
                       also apply to all Active Members as of the effective date
                       of the amendment to the Plan adding this provision who
                       have not elected to make Elective Deferral Contributions
                       of at least 4% (or the percentage in (a) above, if
                       applicable).

     8)   [ ] 401 (k) SAFE HARBOR. We elect to have the 401 (k) safe harbor
          provisions described in Plan Section 3.08 apply. (Select (b) or(c).
          Select (d), if applicable.)

          a)     The Plan will satisfy the ADP Test Safe Harbor only, unless
                 otherwise specified in (i) below.

                i)     [ ] The Plan will satisfy the ADP Test Safe Harbor and
                       the ACP Test Safe Harbor. (Only available if (8)(b)(i) or
                       Item P is selected and the ACP Test Safe Harbor limits on
                       Matching Contributions are met.)

          b)     [ ] CONTRIBUTIONS FOR ALL PLAN YEARS. (Any changes under this
                 Item (8)(b), including electing to no longer have the
                 provisions apply, must be effective at the beginning of the
                 Plan Year, except as provided in (i)E below.) We elect to make
                 the 401(k) safe harbor Contributions for all Plan Years.
                 (Select (i) or (ii).)

                 i)    [ ] QUALIFIED MATCHING CONTRIBUTIONS. The ADP Test Safe
                       Harbor shall be satisfied using Qualified Matching
                       Contributions. These Contributions are 100% vested and
                       subject to the distribution restrictions of Code Section
                       401(k) when made. (See Plan Section 5.04.) The amount of
                       our Qualified Matching Contributions shall be equal to
                       (Select A or B.)





Amend No. 3 Effective April 1, 2003        13    Annuity Contract No. GA 4-42423






<PAGE>


                       A. [ ] BASIC MATCHING FORMULA. 100% of Elective Deferral
                            Contributions which are not over 3% of Pay, plus 50%
                            of Elective Deferral Contributions which are over 3%
                            but are not over 5% of Pay.


                       B. [ ] ENHANCED MATCHING FORMULA. 100% of Elective
                            Deferral Contributions which are not over 4% of Pay,
                            unless otherwise specified in (1) or (2) below.

                            1)    [ ] STATED MATCH. (Complete (a) and (b). For
                                  example: 100% of Elective Deferral
                                  Contributions which are not over 5% of Pay.)



                                   a)    __________% of Elective Deferral
                                         Contributions which are not over

                                   b)      __________ % of Pay.

                                   NOTE: Must complete (a) using at least 100%.
                                   The product of the percentages in (a) and (b)
                                   must equal at least 4%. For example, 100% x
                                   5% = 5% or 150% x 3% = 4.5%. If satisfying
                                   ACP Test Safe Harbor, must complete (b) with
                                   a percentage not more than 6%.

                             2)    |_| STATED TIERED MATCH. (Complete (a)
                                   through (d). For example: 100% of Elective
                                   Deferral Contributions which are not over 4%
                                   of Pay, plus 50% of Elective Deferral
                                   Contributions which are over 4% but are not
                                   over 6% of Pay.)

                                   a)    ___________% of Elective Deferral
                                         Contributions which are not over

                                   b)    ___________% of Pay, plus (First limit
                                         on Elective Deferral Contributions.)

                                   c)    ___________% (Must be less than (a).)
                                         of Elective Deferral Contributions
                                         which are over the percentage of Pay
                                         specified in (b) but are not over

                                   d)    ___________% (Must be more than (b).)
                                         of Pay. (Second limit on Elective
                                         Deferral Contributions.)

                                   NOTE: Must complete (a) using at least 100%.
                                   The product of the percentages in (a) and (b)
                                   must equal at least 3%. In addition, if the
                                   product of the percentages in (a) and (b)
                                   does not equal at least 4%, (c) must be
                                   completed using at least 50% and the product
                                   of the percentages in (c) and (d) when added
                                   to the product of the percentages in (a) and
                                   (b) must equal at least 4%. If satisfying ACP
                                   Test Safe Harbor, must complete (b) with a
                                   percentage less than 6% and (d) with a
                                   percentage not more than 6%.




Amend No. 3 Effective April 1, 2003       14     Annuity Contract No. GA 4-42423






<PAGE>


                       C.   CALCULATION PERIOD. Qualified Matching Contributions
                            are calculated based on Elective Deferral
                            Contributions and Pay for the period specified
                            below. (Refers to calculation of the amount of
                            Qualified Matching Contributions, not when
                            contributed. Select (1), (2), (3), or (4).)

                    1)   [ ] PAY PERIOD. Qualified Matching Contributions shall
                         be made for all persons who were Active Members at any
                         time during the pay period.

                    2)   [ ] PAY PERIODS ENDING WITH OR WITHIN EACH MONTH.
                         Qualified Matching Contributions shall be made for all
                         persons who were Active Members at any time during the
                         month.

                    3)   [ ] PAY PERIODS ENDING WITH OR WITHIN EACH PLAN-YEAR
                         QUARTER. Qualified Matching Contributions shall be made
                         for all persons who were Active Members at any time
                         during the Plan-year Quarter.

                            NOTE: lf (1), (2), or (3) is selected, Qualified
                            Matching Contributions must be contributed to the
                            Plan by the last day of the following Plan-year
                           Quarter.

                            4)    [ ] PLAN YEAR. Qualified Matching
                                  Contributions shall be made for all persons
                                  who were Active Members at any time during the
                                  Plan Year.

                        D.   [ ] Qualified Matching Contributions shall be made
                             only for Nonhighly Compensated Employees.

                    E.   [ ] The 401 (k) safe harbor election shall be revoked
                         as of
                         ______________________________________________________.
                         Such date cannot be earlier than the later of (i) 30
                         days after the date Active Members are given the
                         supplemental notice described in Plan Section 3.08(e)
                         and (ii) the date the amendment revoking such
                         provisions is adopted. Qualified Matching Contributions
                         shall be made for the period prior to the revocation.

                       [ ] QUALIFIED NONELECTIVE CONTRIBUTIONS. The ADP Test
                       Safe Harbor shall be satisfied using Qualified
                       Nonelective Contributions. (These Contributions in excess
                       of the amount needed to satisfy the ADP Test Safe Harbor
                       may be used to satisfy the ACP Test, if applicable.)
                       These contributions are 100% vested and subject to the
                       distribution restrictions of Code Section 401(k) when
                       made. (See Plan Section 5.04.)

                       The amount of our Qualified Nonelective Contributions
                       shall be equal

                       to   ___________% (Must be at least 3%.) of Pay for the
                       Plan Year for persons who were Active Members at any time
                       during the Plan Year, unless otherwise specified in A and
                       B below. (The Pay used for these Contributions is not
                       necessarily the same as Annual Pay defined in Item N.
                       Select any that apply.)



Amend No. 3 Effective April 1, 2003       15     Annuity Contract No. GA 4-42423





<PAGE>


                      A. [ ] Pay shall only include Pay received while an Active
                             Member.

                      NOTE: Including only Pay received while an Active Member
                      may result in additional Contributions needed to satisfy
                      the top-heavy requirements, described in Plan Section
                      11.04, during any Plan Year in which this Plan is a
                      Top-heavy Plan.


                      B.    [ ] Qualified Nonelective Contributions shall be
                            made only for Nonhighly Compensated Employees.

                    c)   [ ] CONTRIBUTIONS FOR PLAN YEARS IN WHICH THE PLAN IS
                         AMENDED. We elect the option of amending the Plan to
                         provide a Qualified Nonelective Contribution to satisfy
                         the ADP Test Safe Harbor for a Plan Year.

                    d)   [ ] PLAN IS AMENDED. (Only available if (c) above is
                         selected.) The Plan is amended to provide a Qualified
                         Nonelective Contribution for the Plan Year

                    beginning __________ _______________
                    ________________________. (These Contributions in
                    excess of the amount needed to satisfy the ADP Test
                    Safe Harbor may be used to satisfy the ACP Test, if
                    applicable.) These Contributions are 100% vested and
                    subject to the distribution restrictions of Code
                    Section 401(k) when made. (See Plan Section 5.04.)

                    i)   The amount of our Qualified Nonelective Contributions
                         for such Plan

                    Year shall be equal to ___________% (Must be at least 3%.)
                    of Pay for the Plan Year for persons who were Active
                    Members at any time during the the Plan Year, unless
                    otherwise specified in A and B below. (The Pay used for
                    these Contributions is not necessarily the same as
                    Annual Pay defined in Item N. Select any that apply.)

                       A. [ ] Pay shall only include Pay received while an
                          Active Member.

                       NOTE: Including only Pay received while an Active Member
                       may result in additional Contributions needed to satisfy
                       the top-heavy requirements, described in Plan Section
                       11.04, during any Plan Year in which this Plan is a
                       Top-heavy Plan.

                       B.    [ ] Qualified Nonelective Contributions shall be
                             made only for Nonhighly Compensated Employees.

      9)   [ ] 401(k) SIMPLE. (Only available if the Plan uses a calendar year
           Plan Year, you are an Eligible Employer, as defined in Plan Section
           3.09, and the exclusive plan requirement of (a)(1)(ii) of Plan
           Section 3.09 is met. Cannot use if 401(k) Safe Harbor Plan.) We elect
           to have the 401 (k) SIMPLE provisions described in Plan Section 3.09

           apply to the Plan effective    ____________________________________.

           An amendment to have 401 (k) SIMPLE provisions no longer apply is
           effective the first January 1 following the date the amendment is
           adopted.







Amend No. 3 Effective April 1, 2003        16    Annuity Contract No. GA 4-42423








<PAGE>


           NOTE: See Plan Section 3.09 for 401 (k) SIMPLE provisions. If this is
           a new plan, the Effective Date (Item D) and the date in (9) above
           must be on or before October 1. Future Plan Years must begin on
           January 1. If this is a restatement (or amendment) adding this
           provision, the date in (9) above will be the same as the Restatement
           Date (or effective date of the amendment) which must be on a January
           1 which is the first day of a Plan Year and future Plan Years must
           begin on a January 1. Such restatement (or amendment) must be adopted
           before the January 1 on which the provisions become effective.
           Elective Deferral Contributions and Rollover Contributions will be
           the only contributions reflected in the Adoption Agreement. Other
           Contributions shall only be permitted as specified in Plan Section
           3.09. The Member may change the elective deferral agreement on any
           date. No selections can be made in (4), (5), or (6) above. Elective
           Deferral Contributions will be subject to the $6,000 (as adjusted)
           annual limit of Code Section 401(k)(11).

P.   |X| MATCHING CONTRIBUTIONS. (Cannot select if ADP Test Safe Harbor is
     satisfied using Qualified Matching Contributions.) Any percentage
     determined by us shall apply to all eligible persons for the entire Plan
     Year. (Select (1), (2), or (3).)


     1) [ ] STATED MATCH. We shall make Matching Contributions. The percentage
            of

            Elective Deferral Contributions matched is________________ %.

     2)    [ ] STATED TIERED MATCH. We shall make Matching Contributions in an
           amount equal to (Complete (a) through (d). For example: 100% of
           Elective Deferral Contributions which are not over 3% of Pay, plus
           50% of Elective Deferral Contributions which are over 3% but are not
           over 5% of Pay.)

            a) ___________ % of Elective Deferral Contributions which are not
               over

            b)    ___________ % of Pay, plus (First limit on Elective Deferral
                  Contributions.)

            c)    __________ % (Must be less than (a).) of Elective Deferral
                  Contributions which are over the percentage of Pay specified
                  in (b) but are not over

            d)    ___________ % (Must be more than (b).) of Pay. (Second limit
                  on Elective Deferral Contributions.)

            NOTE: If satisfying ACP Test Safe Harbor, must complete (b) with a
            percentage less than 6% and (d) with a percentage not more than 6%.


       3)   [ ] DISCRETIONARY MATCH. (If selected and Plan is satisfying ACP
            Test Safe Harbor, (b) must be selected.) We may make a discretionary
            Matching Contribution. The percentage of Elective Deferral
            Contributions matched, if any, shall be a percentage as determined
            by us. (Select any that apply.)

            a)     [ ] We shall make a discretionary Matching Contribution. The
                   percentage of Elective Deferral Contributions matched shall
                   be at least ___________ %.






Amend No. 3 Effective April 1, 2003       17     Annuity Contract No. GA 4-42423








<PAGE>


         b) [ ] |f we make a discretionary Matching Contribution, the percentage
                of

                Elective Deferral Contributions matched shall not be more than
                ___________%. (If satisfying ACP Test Safe Harbor, must complete
                with a percentage not more than 100%.)


     4)  [ ] LIMIT ON ELECTIVE DEFERRALS MATCHED. (Must select if (1) or (3)
         above is used and satisfying ACP Test Safe Harbor. Cannot use with (2)
         above. Limit could help pass the ADP and ACP Tests for non-401 (k) Safe
         Harbor Plans.) Elective Deferral Contributions which are over the
         percentage of Pay below won't be matched. (Select (a) or (b).)

          a)    [ ] ______________% of Pay. (If satisfying ACP Test Safe Harbor,
                must complete with a percentage not more than 6% (not more than
                4% if (3) above is selected).)

          b)    [ ] A percentage determined by us. (Select any that apply. Must
                select (ii) if satisfying ACP Test Safe Harbor.)

                i) [ ] The percentage shall be at least _____________%.

               ii) [ ] The percentage shall not be more than _______________%.
                    (If satisfying ACP Test Safe Harbor, must complete with a
                    percentage not more than 6% (not more than 4% if (3) above
                    is selected).)

     5)   CALCULATION PERIOD. Matching Contributions are calculated based on
          Elective Deferral Contributions and Pay for the period specified
          below. (Refers to calculation of the amount of Matching Contribution,
          not when contributed. Select (a), (b), (c), or(d).)

               a)   [ ] PAY PERIOD. Matching Contributions shall be made for all
                    persons who were Active Members at any time during that pay
                    period.

               b)   [ ] PAY PERIODS ENDING WITH OR WITHIN EACH MONTH. Matching
                    Contributions shall be made for all persons who were Active
                    Members at any time during the month.

               c)   [ ] PAY PERIODS ENDING WITH OR WITHIN EACH PLAN-YEAR
                    QUARTER. Matching Contributions shall be made for all
                    persons who were Active Members at any time during the
                    Plan-year Quarter.

               d)   [ ] PLAN YEAR. Matching Contributions shall be made for all
                    persons who were Active Members at any time during the Plan
                    Year, unless otherwise specified in (i) below.

                 i).   [ ] Cannot use if satisfying ACP Test Safe Harbor.)
                       Matching Contributions shall be made for persons meeting
                       the requirements in Item R.









Amend No. 3 Effective April 1, 2003       18     Annuity Contract No. GA 4-42423











<PAGE>


      6)   [ ] ADDITIONAL MATCH. (Only available if (1) or (3) above is
           selected. Cannot use if satisfying ACP Test Safe Harbor.) We may make
           additional Matching Contributions if the total Matching Contributions
           determined below are greater than the amount of Matching
           Contributions determined in (1) or (3) above for the Plan Year.
           Additional Matching Contributions, if any, shall be made for all
           persons who were Active Members at any time during the Plan Year,
           unless specified in (a) below.

           a) [ ] Additional Matching Contributions shall be made for persons
                  meeting the requirements in Item R.

           NOTE: If Item R is not active at any time during the Plan Year,
           selecting (a) will require testing to determine if the
           nondiscrimination requirement of Code Section 401(a)(4) is met,
           unless (5)(d)(i) above is a/so selected.

           Total Matching Contributions for the Plan Year shall be a percentage
           of Elective Deferral Contributions and shall be calculated based on
           Elective Deferral Contributions and Pay for the Plan Year. The
           percentage shall be determined by us. If (1) above is selected, the
           percentage determined must be equal to or greater than the percentage
           specified in (1). If (3) above is selected, the percentage determined
           must be equal to or greater than the percentage determined in (3).

           If (4) above is selected, Elective Deferral Contributions which are
           over a percentage of Pay won't be matched. The percentage is the
           percentage specified in (4)(a), determined in (4)(b), or a greater
           percentage as determined by us.

           The amount of additional Matching Contributions, if any, shall be
           calculated by subtracting the Matching Contributions determined in
           (1) or (3) above for the Plan Year from total Matching Contributions
           for the Plan Year.

     7)   [ ] Matching Contributions shall be made only for Nonhighly
          Compensated Employees.

     8)   [ ] QUALIFIED MATCH. (Must be selected if Matching Contributions are
          to be tested in the ADP Test for a non-401(k) Safe Harbor Plan.)
          Matching Contributions are Qualified Matching Contributions. These
          Contributions are 100% vested and subject to the distribution
          restrictions of Code Section 401 (k) when made. (See Plan Section
          5.04.)

      9)   [ ] DOLLAR LIMIT. (Cannot use if satisfying ACP Test Safe Harbor.)
           Matching Contributions for a person shall not be more than $
           _______________ for the Plan Year.

Q. OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES.

     NOTE: If more than one Employer Contribution is selected in this Item Q,
     the requirements to receive each Contribution selected should be the same.
     Providing different requirements will require testing to determine if the
     nondiscrimination requirement of Code Section 401(a)(4) is met. For
     example, a Qualified Nonelective Contribution made to each person who is an
     Active Member on the last day of the pay period and a Discretionary
     Contribution allocated to each person who was an Active Member at any time
     during the Plan Year will require nondiscrimination testing. If the ADP
     Test Safe Harbor is satisfied using Qualified Nonelective Contributions,
     Item 0(8)(b)(ii) or (c), the Additional Contributions and Discretionary
     Contributions selected under this item should be made for or allocated to
     each person who is an Active Member at any time during the Plan Year to
     avoid nondiscrimination testing.


Amend No. 3 Effective April 1, 2003         19   Annuity Contract No. GA 4-42423





<PAGE>


     1)  [ ] QUALIFIED NONELECTIVE CONTRIBUTIONS. (Cannot select ifADP Test Safe
         Harbor is satisfied using Qualified Nonelective Contributions for all
         Plan Years, Item O(8)(b)(ii). If this is a 401 (k) Safe Harbor Plan
         using Qualified Matching Contributions to satisfy the ADP Test Safe
         Harbor, these Contributions may be used to satisfy the ACP Test, if
         applicable. These Contributions may be tested in the ADP orACP Test
         fora non-401 (k) Safe Harbor Plan.) These Contributions are 100% vested
         and subject to the distribution restrictions of Code Section 401 (k)
         when made. (See Plan Section 5.04. Select at least one of (a), (b),
         (c), or (e). Only one of (a), (b), or (c) may be selected. Select (d),
         if applicable.)

          a)    [ ] SET AMOUNT. (Only available if Item 0(8)(c) is not
                selected.) We shall make Qualified Nonelective Contributions
                equal to the following: (Select (i) or(ii).)

                i) [ ] PAY FORMULA. An amount equal to (Select one.)

                      A.    [ ] _________________ % of Pay, for the pay period
                            for each person who is an Active Member on the last
                            day of that period.

                      B.    [ ] _________________ % of Annual Pay for the Plan
                            Year for persons who meet the requirements in Item
                            R.

                      C.    [ ] _________________ % of Annual Pay for the Plan
                            Year for persons who were Active Members at any time
                            during the Plan Year.

                ii) [ ] SERVICE FORMULA. An amount equal to (Select one.)

                      A.     [ ] $ _______________ for the pay period for each
                             person who is an Active Member on the last day of
                             that period.

                      B.     [ ] $ _______________ for the Plan Year for persons
                             who meet the requirements in Item R.

                      C.     [ ] $ _______________ for the Plan Year for persons
                             who were Active Members at any time during the Plan
                             Year.

          b)     [ ] DISCRETIONARY, PAY FORMULA. (Only available if Item O(8)(c)
                 is not selected.) Qualified Nonelective Contributions may be
                 made for each Plan Year in an amount determined by us. The
                 amount allocated to each eligible person shall be equal to our
                 Qualified Nonelective Contributions multiplied by the ratio of
                 such person's Annual Pay for the Plan Year to the total Annual
                 Pay of all such persons. The Qualified Nonelective
                 Contributions shall be allocated to each person meeting the
                 requirements in Item R, unless otherwise specified in (i) or
                 (ii) below.

                 i)    [ ] The Qualified Nonelective Contributions shall be
                       allocated to each person who was an Active Member at any
                       time during the Plan Year.

                 ii)   [ ] The Qualified Nonelective Contributions shall be
                       allocated to each person who is an Active Member on the
                       last day of the Plan Year.







Amend No. 3 Effective April 1, 2003        20    Annuity Contract No. GA 4-42423









<PAGE>


           c)   [ ] DISCRETIONARY, SAME DOLLAR AMOUNT. (Only available if Item
                0(8)(c) is not selected.) Qualified Nonelective Contributions
                may be made for each Plan Year in an amount determined by us.
                The same dollar amount shall be allocated to each eligible
                person, subject to applicable limits of Plan Section 3.06. The
                Qualified Nonelective Contributions shall be allocated to each
                person meeting the requirements in Item R, unless otherwise
                specified in (i) or (ii) below.

                i)    [ ] The Qualified Nonelective Contributions shall be
                      allocated to each person who was an Active Member at any
                      time during the Plan Year.

                ii)   [ ] The Qualified Nonelective Contributions shall be
                      allocated to each person who is an Active Member on the
                      last day of the Plan Year.

           d)   [ ] (Only available if (a), (b), or (c) is selected above.)
                Qualified Nonelective Contributions in (a), (b), or (c) above
                shall be made only for, or allocated only to, Nonhighly
                Compensated Employees, unless otherwise specified in (i) below.

                i)     [ ] (Only available if (a)(i)A and (a)(ii)A above are not
                       selected.) The Qualified Nonelective Contributions shall
                       be made only for, or allocated only to, the Nonhighly
                       Compensated Employees whose Annual Pay for

                       the Plan Year is not over $   ___________.


           e)   [ ] DISCRETIONARY, BOTTOM UP. (Only available if Item K(2)(a) is
                selected and Item 0(8)(b)(i) is not selected.) Qualified
                Nonelective Contributions may be made for each Plan Year in an
                amount determined by us. If Item 0(8)(c) is selected, these
                Qualified Nonelective Contributions may only be made for Plan
                Years in which the Plan is not so amended. If (a), (b), or (c)
                above are selected, these Qualified Nonelective Contributions
                are in addition to those specified in (a), (b), or (c). If the
                Plan is treated as separate plans because it is mandatorily
                disaggregated under the regulations of Code Section 401(k), a
                separate Qualified Nonelective Contribution may be determined
                for each separate plan.

                 These Qualified Nonelective Contributions may be used to reduce
                 the Excess Aggregate Contributions or Excess Contributions, as
                 defined in Plan Section 3.07. Such Contributions shall be
                 allocated first to the eligible person under the Plan (or
                 separate plan) with the lowest Annual Pay for the Plan Year,
                 then to the eligible person under the Plan (or separate plan)
                 with the next lowest Annual Pay, and so forth, in each case
                 subject to applicable limits of Plan Section 3.06. These
                 Qualified Nonelective Contributions shall be allocated only to
                 Nonhighly Compensated Employees who meet the requirements in
                 Item R, unless otherwise specified in (i) or (ii) below.

                 i)    [ ] These Qualified Nonelective Contributions shall be
                       allocated only to Nonhighly Compensated Employees who
                       were Active Members at any time during the Plan Year.

                 ii)   [ ] These Qualified Nonelective Contributions shall be
                       allocated only to Nonhighly Compensated Employees who are
                       Active Members on the last day of the Plan Year.




Amend No. 3 Effective April 1, 2003        21   Annuity Contract No. GA 4-42423






<PAGE>


    2)   [ ] ADDITIONAL CONTRIBUTIONS. We shall make Additional Contributions
             equal to the following: (Select (a) or (b).)

         a) C] PAY FORMULA. An amount equal to (Select (i) or (ii).)

                i)    [ ]______________ % of Pay for the pay period for each
                      person who is an Active Member on the last day of that
                      period.

                ii)   [ ]___________ % of Annual Pay for the Plan Year for
                      persons who meet the requirements in Item R.

          b) [ ] SERVICE FORMULA. An amount equal to (Select one.)

                i)    [ ] $ _________ for the pay period for each person who is
                      an Active Member on the last day of that period.

                ii)   [ ] $ ________ for the Plan Year for persons who meet the
                      requirements in Item R.

               iii) [ ] $ ________ for each Hour of Service he has performed
                    during the pay period for each person who was an Active
                    Member during that d. (No contribution for paid nonworking
                    hours, such as vacation.)

               iv)  [ ] $ __________ for each Hour of Service credited during
                    the pay period for each person who was an Active
                    Member during that period. (Contribution is made for paid
                    nonworking hours, such as vacation.)


     3)   [ ] DISCRETIONARY CONTRIBUTIONS. Discretionary Contributions may be
          made for each Plan Year in an amount determined by us. Discretionary
          Contributions and Forfeitures, if applicable, shall be allocated as of
          the last day of the Plan Year using Annual Pay for the Plan Year. The
          amount allocated shall be equal to the amount determined in (a) or (b)
          below. (Select (a) or (b).)

          a) [ ] PAY FORMULA. Discretionary Contributions and Forfeitures, if
                 applicable, shall be allocated as follows:

                 STEP ONE: This step one shall only apply in years in which the
                 Plan is a Top-heavy Plan, as defined in Plan Section 11.02, and
                 the minimum contribution under Plan Section 11.04 is not being
                 provided by other contributions to this Plan or another plan of
                 ours.

                 The allocation in this step one shall be made to each person
                 meeting the requirements in Item R and each person who is
                 entitled to a minimum contribution under Plan Section 11.04.
                 Each such person's allocation shall be an amount equal to
                 Discretionary Contributions and Forfeitures, if applicable,
                 multiplied by the ratio of such person's Annual Pay to the
                 total Annual Pay of all such persons. Such amount shall not
                 exceed 3% of such person's Annual Pay. The allocation for any
                 person who does not meet the requirements in Item R shall be
                 limited to the amount necessary to fund the minimum
                 contribution.








Amend No. 3 Effective April 1, 2003       22     Annuity Contract No. GA 4-42423









<PAGE>


                STEP TWO: The allocation in this step two shall be made to each
                person meeting the requirements in Item R. Each such person's
                allocation shall be equal to any amount remaining after the
                allocation in step one multiplied by the ratio of such person's
                Annual Pay to the total Annual Pay of all such persons.

           b)   [ ] INTEGRATED FORMULA. Subject to the overall permitted
                disparity limits, Discretionary Contributions and Forfeitures,
                if applicable, shall be allocated as follows:

                STEP ONE: This step one shall only apply in years in which the
                Plan is a Top-heavy Plan, as defined in Plan Section 11.02, and
                the minimum contribution under Plan Section 11.04 is not being
                provided by other contributions to this Plan or another plan of
                ours.

                The allocation in this step one shall be made to each person
                meeting the requirements in Item R and each person who is
                entitled to a minimum contribution under Plan Section 11.04.
                Each such person's allocation shall be an amount equal to
                Discretionary Contributions and Forfeitures, if applicable,
                multiplied by the ratio of such person's Annual Pay to the total
                Annual Pay of all such persons. Such amount shall not exceed 3%
                of such person's Annual Pay. The allocation for any person who
                does not meet the requirements in Item R shall be limited to the
                amount necessary to fund the minimum contribution.

                STEP TWO: This step two shall only apply in years in which step
                one applies. The allocation in this step two shall be made to
                each person meeting the requirements in Item R. Each such
                person's allocation shall be equal to any amount remaining after
                the allocation in step one multiplied by the ratio of such
                person's Annual Pay over the Integration Level to the total
                Annual Pay over the Integration Level of all such persons. Such
                amount shall not exceed 3% of such person's Annual Pay over the
                Integration Level.

                For purposes of this step two, in the case of any person who has
                exceeded the cumulative permitted disparity limit described
                below, such person's total Annual Pay shall be taken into
                account and the applicable allocation limit for such person
                shall be 3% of such person's total Annual Pay.

                 STEP THREE: The allocation in this step three shall be made to
                 each person meeting the requirements in Item R. Each such
                 person's allocation shall be equal to any amount remaining
                 after the allocation in step two multiplied by the ratio of the
                 sum of such person's total Annual Pay and his Annual Pay over
                 the Integration Level to the total of such sums for all such
                 persons. Such amount shall not exceed an amount equal to a
                 percentage (equal to the Maximum Integration Rate) of the sum
                 of such person's total Annual Pay and his Annual Pay over the
                 Integration Level.















Amend No. 3 Effective April 1, 2003         23   Annuity Contract No. GA 4-42423
















<PAGE>


                If steps one and two apply, the Maximum Integration Rate minus
                3% shall be substituted for the Maximum Integration Rate
                wherever it appears in this step three.

                For purposes of this step three, in the case of any person who
                has exceeded the cumulative permitted disparity limit described
                below, two times such person's total Annual Pay shall be taken
                into account and the applicable allocation limit for such person
                shall be a percentage (equal to the Maximum Integration Rate) of
                two times such person's total Annual Pay.

                STEP FOUR: The allocation in this step four shall be made to
                each person meeting the requirements in Item R. Each such
                person's allocation shall be equal to any amount remaining after
                the allocation in step three multiplied by the ratio of such
                person's Annual Pay to the total Annual Pay of all such persons.

                The INTEGRATION LEVEL is the Taxable Wage Base as in effect on
                the latest Yearly Date, unless otherwise specified in (i) or
                (ii) below.

                    i)   [ ] $ ________. (Must be less than such Taxable Wage
                         Base.)

                    ii)  [ ]____________ % of such Taxable Wage Base. (Must be
                         more than 19% and less than 100%.)

                The MAXIMUM INTEGRATION RATE shall be determined according to
                the following schedule.

                                                                   MAXIMUM
                      INTEGRATION LEVEL                      INTEGRATION RATE


                       100%ofTWB                                  5.7%

                       Less than 100% but more
                      than 80% of TWB                             5.4%

                       More than 20% of TWB
                       but not more than
                       80% of TWB                                 4.3%

                       Not more than
                       20% of TWB                                 5.7%

                 "TWB" means the Taxable Wage Base as in effect on the latest
                 Yearly Date.

                 On any date the portion of the rate of tax under Code Section
                 3111 (a) (in effect on the latest Yearly Date) which is
                 attributable to old age insurance exceeds 5.7%, such rate shall
                 be substituted for 5.7%. 5.4% and 4.3% shall be increased
                 proportionately.










Amend No. 3 Effective April 1, 2003       24     Annuity Contract No. GA 4-42423












<PAGE>


                OVERALL PERMITTED DISPARITY LIMITS:

                ANNUAL OVERALL PERMITTED DISPARITY LIMIT: Notwithstanding the
                preceding paragraphs, for any Plan Year any person eligible for
                an allocation under this formula benefits under another
                qualified plan or simplified employee pension, as defined in
                Code Section 408(k), maintained by us or any other employer
                required to be aggregated with us under Code Sections 414(b),
                (c), (m), or (o) that provides for permitted disparity (or
                imputes disparity), Discretionary Contributions and Forfeitures,
                if applicable, shall be allocated using only step one, if
                applicable, and step four.

                CUMULATIVE PERMITTED DISPARITY LIMIT: Effective for Plan Years
                beginning on or after January 1, 1995, the cumulative permitted
                disparity limit for a person is 35 total cumulative permitted
                disparity years. Total cumulative disparity years means the
                number of years credited to the person for allocation or accrual
                purposes under this Plan, any other qualified plan or simplified
                employee pension plan (whether or not terminated) ever
                maintained by us or any other employer required to be aggregated
                with us under Code Sections 414(b), (c), (m), or (o). For
                purposes of determining the person's cumulative permitted
                disparity limit, all years ending in the same calendar year are
                treated as the same year. If the person has not benefited under
                a defined benefit or target benefit plan maintained for any year
                beginning on or after January 1, 1994, the person has no
                cumulative permitted disparity limit.


     4) FORFEITURES.

          a)    If (3) above is selected, Forfeitures shall be allocated with
                Discretionary Contributions and shall be deemed to be
                Discretionary Contributions, unless otherwise specified in (i)
                below.

                i)     [ ] (Cannot use unless Item V(2) is completed.)
                       Forfeitures shall not be allocated with Discretionary
                       Contributions, but shall be used to offset our first
                       Contribution made after the Forfeiture is determined.

          b)    If (3) above is not selected, Forfeitures shall be used to
                offset our first Contribution made after the Forfeiture is
                determined, unless otherwise specified in (i) below

                i) [ ] (Cannot use unless (2) above is selected and Item V(2) is
                       completed.) Forfeitures shall not be used to offset our
                       first Contribution, but shall be allocated as of the last
                       day of the Plan Year to those meeting the requirements in
                       Item R using the allocation formula in (3)(a) above, and
                       shall be deemed to be Additional Contributions.















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<PAGE>


R. NET PROFITS AND CONTRIBUTION REQUIREMENTS.

     1)     Our Contributions shall be made without regard to our current or
            accumulated NET PROFITS, unless otherwise specified in (a) below.

                    a)   [ ] (Cannot use if 401 (k) Safe Harbor Plan or 401 (k)
                         SIMPLE Plan.) Our Contributions, in excess of Elective
                         Deferral Contributions, shall be made out of our
                         current or accumulated Net Profits in excess of
                         Elective Deferral Contributions.


      2)    REQUIREMENTS FOR CONTRIBUTIONS. Our Contributions which are subject
            to the requirements of this Item R and Forfeitures, if applicable,
            shall be made for or allocated to each person who was an Active
            Member at any time during the Plan Year, unless otherwise specified
            in (a), (b), (c), or (d) below. (If annual contributions are subject
            to these requirements (or if Forfeitures are allocated under Item
            Q(4)(b)(i)), (a), (b), (c), or (d) may be selected.
            Select (e), if applicable.)

            NOTE: Selections may affect testing done to determine if the minimum
            coverage requirement of Code Section 410(b) is
            met, unless otherwise indicated.

            a)    [ ] Such amounts shall be made for or allocated to each person
                  who was an Active Member at any time during the Plan Year and
                  who either is an Active Member on the last day of the Plan
                  Year or has more than 500 Hours of Service during the latest
                  Accrual Service Period ending on or before the last day of the
                  Plan Year, unless a lesser number of Hours of Service is
                  specified in (i) below. (This selection does not affect
                  coverage testing if the Accrual Service Period is the Plan
                  Year.)

                  i) [ ] Has more than ________________ (Up to 499.) Hours of
                         Service.


            b)    [ ] Such amounts shall be made for or allocated to each person
                  who is an Active Member on the last day of the Plan Year.


            c)    [ ] Such amounts shall be made for or allocated to each person
                  who was an Active Member at any time during the Plan Year and
                  who has at least 1,000 Hours of Service during the latest
                  Accrual Service Period ending on or before the last day of the
                  Plan Year, unless otherwise specified in (i) below.

                   i) [ ] Has at least ________ (Up to 999.) Hours of Service.


            d)     [ ] Such amounts shall be made for or allocated to each
                   person who is an Active Member on the last day of the Plan
                   Year and who has at least 1,000 Hours of Service during the
                   latest Accrual Service Period ending on or before that date,
                   unless otherwise specified in (i) below.

                   i) [ ] Has at least _________ (Up to 999.) Hours of Service.







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<PAGE>


            The requirements in (a), (b), (c), or (d) above are modified as
            follows:

           e)    [ ] Such amounts shall also be made for or allocated to each
                 person who was an Active Member at any time during the Plan
                 Year and who has retired, become Totally Disabled, or died.

     3)   The ACCRUAL SERVICE PERIOD is the consecutive 12-month period ending
          on the last day of each Plan Year, unless otherwise specified in (a)
          below.

          a)   [ ] (Use only with (2) (a), (c), or (d) above.,) The Accrual
               Service Period is the

                 consecutive 12-month period ending on each
                 ___________________________________. (Month and day.)

                 NOTE: Selecting (a) above will require nondiscrimination
                 testing to determine if the nondiscrimination requirement
                 of Code Section 401(a)(4) is met.


      4)   [ ] (Cannot use with (1)(a) above.) We may make all or part of our
           annual Contributions before the end of the Plan Year. (Select (a) or
           (b).)

           Such Contributions shall be

          a)   [ ] allocated when made. (Only available if Item Q(1)(b)(ii) and
               (c)(ii) are not selected, and (2)(a), (b), (c), and (d) above are
               not selected.)

          b)   [ ] unallocated when made.





S.  CONTRIBUTION MODIFICATIONS.

    CONTRIBUTION LIMITATIONS. The Annual Additions for a Member
    during a Limitation Year shall not be more than the Maximum
    Permissible Amount. (See Plan Sections 3.06 and 11.05.)

       1) The LIMITATION YEAR is the consecutive 12-month period ending on each

          December 31_________________. (Month and day. Fill in the
          last day of the Limitation Year. Normally, the last day
          of the Plan Year is used. You must use the same
          Limitation Year in all your plans.)


       2)   COMPENSATION. (Compensation for the Limitation Year is used to
            determine the limit on Annual Additions. Compensation for the Plan
            Year is used to determine the amount of top-heavy minimum
            contributions.) Compensation for purposes of Plan Section 3.06 is as
            defined therein, under Information Required to be Reported Under
            Code Sections 6041, 6051, and 6052 ("Wages, Tips and Other
            Compensation" box on Form W-2), which is actually paid or made
            available by us, unless otherwise specified in (a) or (b) below.






Amend No. 3 Effective April 1, 2003      27      Annuity Contract No. GA 4-42423








<PAGE>


     a)   [ ] 415 Safe-Harbor Compensation as defined in Plan Section 3.06. b) [
          ] Code Section 3401 (a) Wages (wages for purposes of income tax
          withholding) as defined in Plan Section 3.06.

          For years beginning after December 31, 1997, Compensation shall
          include elective contributions. For this purpose, elective
          contributions are elective deferrals (as defined in Code Section
          402(g)(3)) and amounts contributed or deferred by us at the election
          of the Employee which are not includible in the gross income of the
          Employee by reason of Code Section 125, 132(f)(4), or 457.


     3)   MULTIPLE DEFINED CONTRIBUTIONS PLANS. (This item applies if you or an
          Employer, as defined in Plan Section 3.06, maintain another qualified
          defined contribution plan that is not a Master or Prototype Plan in
          which any Member in this Plan is or was or could become a member.) If
          the Member is covered under another qualified defined contribution
          plan maintained by the Employer, as defined in Plan Section 3.06, the
          provisions of (f) through (k) of Plan Section 3.06 shall apply as if
          the other plan were a Master or Prototype Plan, unless otherwise
          specified in (a) below. (Plan Section 3.06 limits the last Annual
          Additions.)

          a)    [ ] The method described on the attached page(s) shall be used
                to limit total Annual Additions to the Maximum Permissible
                Amount, and shall properly reduce the Excess Amounts, as defined
                in Plan Section 3.06, in a manner which precludes Employer
                discretion. (If selected, you will provide the method for
                limiting Annual Additions on the attached page(s).)

     4)   DEFINED BENEFIT PLAN. (This item applies if you or an Employer, as
          defined in Plan Section 3.06, maintain or ever maintained a qualified
          defined benefit plan in which any Member in this Plan is or was or
          could become a member. If this applies, you will provide the method
          used to satisfy the limitation on the attached page(s). No attachment
          is needed if the Effective Date (Restatement Date or amendment
          effective date, if applicable) is on or after the first Limitation
          Year beginning on or after January 1, 2000.) If the Member is or has
          ever been a member in a qualified defined benefit plan maintained by
          the Employer, as defined in Plan Section 3.06, the method described on
          the attached page(s) shall be used to satisfy the 1.0 limitation of
          Code Section 415, in a manner which precludes Employer discretion.
          This limitation shall not apply for Limitation Years beginning on or
          after January 1, 2000.

     5)   [ ] OTHER LIMITS. (Cannot use if 401 (k) Safe Harbor Plan or 401(k)
          SIMPLE Plan.) The amount of our Contributions for any (Select (a) or
          (b).)

          a)   [ ] Plan Year

          b)   [ ] Limitation Year











Amend No. 3 Effective April 1, 2003        28    Annuity Contract No. GA 4-42423












<PAGE>


           made for or allocated to a person shall not be more than
           (Select at least one.)

           c)    [ ] $ __________ (Up to the current Defined Contribution Dollar
                 Limitation defined in Plan Section 3.06.)

           d)    [ ] ___________ % (Up to 25%.) of his Annual Pay for the Plan
                 Year/Compensation for the Limitation Year.

           NOTE: If both (c) and (d) are selected, contributions shall be no
                 more than the lesser of (c) and (d).


     TOP-HEAVY PLAN REQUIREMENTS. The amount and allocation of Contributions
     shall be subject to the provisions of Article XI of the Basic Plan in Plan
     Years when this is a Top-heavy Plan, as defined in Plan Section 11.02.
     Special minimum and maximum contribution provisions will apply in such
     years.

6)         [ ] MULTIPLE PLANS. (Use this item to specify which plan will provide
           the minimum contribution or benefit for members who are covered under
           this Plan and any other plan or plans of yours. If selected, you must
           provide wording on the attached page(s).) The method described on the
           attached page(s) shall be used to meet the minimum contribution and
           benefit requirements in Plan Years when this is a Top-heavy Plan, in
           a manner which precludes Employer discretion.

7)         PRESENT VALUE: (Applicable if Aggregation Group, as defined in Plan
           Section 11.02, contains a defined benefit plan. The interest and
           mortality in this item must match the interest and mortality used for
           this purpose in such defined benefit plan.) For purposes of
           establishing Present Value, as defined in Plan Section 11.02, of
           benefits under a defined benefit plan to compute the Top-heavy Ratio,
           as defined in Plan Section 11.02, any benefit shall be discounted
           only for 7 1/2% interest and mortality according to the 1971 Group
           Annuity Table (Male) without the 7% margin but with projection by
           Scale E from 1971 to the later of (i) 1974, or (ii) the year
           determined by adding the age to 1920, and wherein for females the
           male age six years younger is used, unless otherwise specified in (a)
           and (b) below.

     a)   [ ] Interest rate ___________________ %. b) [ ] H Mortality table:


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

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





T. VOLUNTARY CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS.

     1) VOLUNTARY CONTRIBUTIONS are not permitted, unless otherwise specified in
       (a) below.

            a)    [ ] (If selected, the Plan is subject to an ACP Test even if
                  the Plan satisfies the ACP Test Safe Harbor.) Voluntary
                  Contributions are permitted. (Select any that apply.)

                  i)  [ ]     _____________ % of Pay is the minimum Voluntary
                      Contribution.




Amend No. 3 Effective April 1, 2003         29   Annuity Contract No. GA 4-42423






<PAGE>


                 ii) [ ] Voluntary Contributions must be a whole percentage of
                         Pay.

                 iii) [ ] ___________ % of Pay is the maximum Voluntary
                         Contribution.


     2) ROLLOVER CONTRIBUTIONS are permitted, unless otherwise specified in (a)
        below.

           a) [ ] Rollover Contributions are not permitted.


U. INVESTMENTS.

      1)       The Plan does not have a Trust Agreement in effect, unless
               otherwise specified in (a) below.

            a)    |X|TRUST AGREEMENT. The Plan has a Trust Agreement. (Select at
                  least one. Cannot select (ii) if (i) is selected. Cannot
                  select (iv) if (iii) is selected.)

                  i)    |X| We establish the Discretionary Trust Agreement
                        (Attachment A of the Basic Plan).

                  ii)   [ ] We establish the Corporate Directed Trust Agreement
                        (Attachment B of the Basic Plan).

                  iii)  [ ] We establish the Corporate Custodial Trust Agreement
                        (Attachment C of the Basic Plan).

                  iv)   [ ] We establish the Passive Trust Agreement (Attachment
                        D of the Basic Plan).

                  v)    [ ] We establish the Trustar(R) Retirement Services
                        Directed Trust Agreement (Attachment E of the Basic
                        Plan).



     2)   INVESTMENT DIRECTION. Subject to the provisions of Article IV of the
          Basic Plan, the Annuity Contract, and if applicable, the Trust
          Agreement, the investment of a Member's Account shall be directed by
          (Select one.)

                    a)   |X| the Member for all Contributions.

                    b)   [ ] us for all Contributions.

                    c)   [ ] the Member for Elective Deferral Contributions,
                         Member Contributions, and Rollover Contributions. Us
                         for Employer Contributions other than Elective Deferral
                         Contributions.

                    d)   [ ] the Member for Member Contributions and Rollover
                         Contributions. Us for Employer Contributions including
                         Elective Deferral Contributions.






Amend No. 3 Effective April 1, 2003        30    Annuity Contract No. GA 4-42423








<PAGE>


   3)    LOANS. Loans to a Member are not permitted, unless otherwise specified
         in (a) below.

         a)     |X| (Only available if (1)(a) above is selected and the Trustee
                agrees to hold the promissory note.) Loans are available to a
                Member subject to the provisions of Plan Section 5.06.

                i)    The Loan Administrator(s) is/are: (Fill in the person(s)
                      or position(s) authorized to administer the Member loan
                      program. Principal Life Insurance Company cannot be
                      named.)

                       DONALD A. PITCHER OR DEBRA J. BARRICK
                       -------------------------------------
                       ---------------------------------------------------------


                ii)   [ ] The minimum amount of any loan is $      1,000   . (
                      Up to $1,000.)

                iii)  [ ] The maximum amount of any loan is the lesser of 50% of
                      the Member's Vested Account, reduced by any outstanding
                      loan balance or

                      $ ____________ (Up to $50,000.), reduced by the highest
                      outstanding loan balance during the one-year period ending
                      on the day before the loan is made.

                      NOTE: If not selected, the maximum is the lesser of (i)
                      50% of the Member's Vested Account, reduced by any
                      outstanding loan balance or (ii) $50,000, reduced by the
                      highest outstanding loan balance during the one-year
                      period ending on the day before the loan is made.

                iv)   The number of outstanding loans for a Member shall be
                      limited to one, unless otherwise specified in A below.

                      A. |X| The number shall be limited to _2________. (Up to
                             5.)


                v)     The number of loans approved for a Member in any 12-month
                       period shall be limited to one, unless otherwise
                       specified in A below.

                       A. |X| The number shall be limited to ___ 2____. (Up to
                               5.)


                vi) The term of the loan shall be limited to five years, unless
                    otherwise specified in A below.

                       A.    [ ] The term of the loan shall not be limited to
                             five years for the purchase of a Member's principal
                             residence.












Amend No. 3 Effective April 1, 2003       31     Annuity Contract No. GA 4-42423













<PAGE>


    4) LIFE INSURANCE coverage is not provided under this Plan, unless otherwise
       specified in (a) below.

                    a)   [ ] (Only available if (1)(a)(i), (ii), or (iv) above
                         is selected.) Subject to the limits and provisions of
                         Plan Section 4.02, an Active Member may elect to have
                         part of his Account applied to purchase life insurance
                         coverage on his life.


     5)   QUALIFYING EMPLOYER SECURITIES. Investment in Qualifying Employer
          Securities is not available, unless otherwise specified in (a) below.

          a)    [ ] (Only available if (1)(a)(i), (ii), (Hi), or (v) above is
                selected.) Investment in Qualifying Employer Securities is
                allowed.

                i)    The Member's Account resulting from the following
                      Contributions may be invested in Qualifying Employer
                      Securities: (Select at least one.)

                      A.    [ ] Elective Deferral Contributions

                      B.    [ ] Employer Contributions other than Elective
                                Deferral Contributions

                      C.    [ ] Member Contributions and Rollover Contributions

                ii)   Voting rights for Qualifying Employer Securities will be
                      passed through to Members and the Members will be allowed
                      to direct the voting rights of Qualifying Employer
                      Securities for any other matter put to the vote of the
                      shareholders, unless otherwise specified in A, B, or C
                      below.

                      A.    [ ] The Members will be allowed to direct the voting
                            rights for Significant Corporate Events only. The
                            Employer (or the Named Fiduciary or the Investment
                            Manager as designated by the Employer) will have the
                            voting rights for all other matters, unless
                            otherwise specified in (1) below.

                             1)    [ ] (Only available if (1)(a)(i) or (ii)
                                   above is selected.) The Trustee will have the
                                   voting rights for all other matters.

                      B.    [ ] The Employer (or the Named Fiduciary or the
                            Investment Manager as designated by the Employer)
                            will have the voting rights for any matter put to
                            the vote of the shareholders.

                      C.    [ ] (Only available if (1)(a)(i) or (ii) above is
                            selected.) The Trustee will have the voting rights
                            for any matter put to the vote of the shareholders.













Amend No. 3 Effective April 1, 2003        32    Annuity Contract No. GA 4-42423














<PAGE>


                 iii)  Tender rights or exchange offers for Qualifying Employer
                       Securities will be passed through to the Members, unless
                       otherwise specified in A or B below.

                       A. [ ] Tender rights or exchange offers for Qualifying
                              Employer Securities will be determined by the
                              Employer (or the Named Fiduciary or the
                              Investment Manager as designated by the Employer).

                       B.    [ ] (Only available if (1)(a)(i) or (ii) above is
                             selected.) Tender rights or exchange offers for
                             Qualifying Employer Securities will be determined
                             by the Trustee.


                 iv)   The optional forms of distribution provided in Plan
                       Section 6.01 or 6A.01, whichever applies, shall include
                       both a single sum payment and a distribution in kind for
                       that portion of a Member's Vested Account which is held
                       in the Qualifying Employer Securities Fund, unless
                       otherwise specified in A or B below.

                        A. [ ] No distribution in kind is permitted.

                        B. [ ] No single sum payment is permitted.





V. VESTING PERCENTAGE is used to determine the nonforfeitable percentage of a
Member's Account resulting from our Contributions.


      The Vesting Percentage for a Member who is an Employee on or after the
      date he reaches Normal Retirement Age or Early Retirement Age shall be
      100%. The Vesting Percentage for a Member who is an Employee on the date
      he becomes Totally Disabled or dies shall be 100%.


      1) FULLY VESTED CONTRIBUTIONS. Elective Deferral Contributions, Qualified
         Matching Contributions, and Qualified Nonelective Contributions are
         100% vested. The following Employer Contribution(s) are also 100%
         vested at all times. (Select any that apply.)

                    a)   [ ] Matching Contributions

                    b)   [ ] Additional Contributions

                    c)   [ ] Discretionary Contributions










Amend No. 3 Effective April 1, 2003        33    Annuity Contract No. GA 4-42423












<PAGE>


    2)    A Member's Account resulting from our Contributions which are not 100%
          vested when made is subject to the vesting schedule selected below.
          (Select (a), (b), (c), (d), or (e) if some Employer Contributions are
          not 100% vested. If (e) is selected, fill in percentages.)


          VESTING SERVICE                       VESTING PERCENTAGE

                      (a)      (b)      (c)        (d)            (e)
                      [ ]      [ ]      [ ]        [ ]            [ ]
    Less than 1        0        0        0          0
                                                               ----------
              1        0        0        0          0
                                                               ----------
              2        0        20       0          0
                                                               ----------

              3       100       40       0         20
                                                               ----------
              4                 60       0         40
                                                               ----------
              5                 80     100         60
                                                               ----------
              6                100                 80
                                                               ----------
              7                                   100
                                                               ----------

 NOTE: The schedule in (e) must provide full (100%) vesting after 5 years of
Vesting Service or must at all times be as great as the Vesting Percentage which
the schedule in (d) would provide.


          A Member's Vesting Percentage determined above shall never be reduced
          in later years. If this Plan is or ever has been a Top-heavy Plan, the
          minimum vesting provisions of Plan Section 11.03 shall apply.


     3)    TOP-HEAVY VESTING. A Member's Account resulting from additional
           Employer Contributions made to satisfy the minimum contribution
           requirements of Plan Section 11.04 shall be subject to the vesting
           schedule selected below. (Select (a), (b), or (c) if the Plan is not
           a 401 (k) SIMPLE Plan and does not allow any Employer Contributions
           other than Elective Deferral Contributions, Qualified Matching
           Contributions, and Qualified Nonelective Contributions.)


          VESTING SERVICE              VESTING PERCENTAGE
                                    (a)         (b)         (c)
                                    [ ]         [ ]         [ ]
                    Less than 1      0           0         100
                    1                0           0
                    2               20           0
                    3               40         100
                    4               60
                    5               80
                    6              100





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<PAGE>


W.                VESTING SERVICE, subject to the provisions of Plan Section
                  1.02, shall be determined as follows: (Select (1) or (2) if
                  some Employer Contributions are not 100% vested, if Item
                  V(3)(a) or (b) is completed, or if Early Retirement Age is
                  based on Vesting Service.)

                    1)   [ ] ELAPSED TIME METHOD. Vesting Service is the total
                         of an Employee's countable Periods of Service without
                         regard to Hours of Service.

                    2)   [ ] HOURS METHOD. A year of Vesting Service is a
                         Vesting Service Period in which an Employee has at
                         least 1,000 Hours of Service, unless otherwise
                         specified in (a) below.

                    a)   [ ] (Up to 999.) Hours of Service.

                    b)   A VESTING SERVICE PERIOD is the consecutive 12-month
                         period ending on the last day of each Plan Year, unless
                         otherwise specified in (i) or (ii) below. i) [ ] The
                         consecutive 12-month period ending on each
                         ______________________________________________________.
                         (Month and day.)


                  ii)   [ ] (Vesting Service Period changes.) The consecutive
                        12-month period ending on

                    A.   each _____________________________________ through

                    B.   _______________________________________________ and

                    C.   each following ____________________________________.
                         (Complete A using month and day, B using the same month
                         and day as in A and the calendar year in which the last
                         day of the last period ending on this date falls, and C
                         using the month and day on which the new period ends.)

             c)    A VESTING BREAK, when the hours method is used, is a Vesting
                   Service Period in which an Employee is credited with not more
                   than one-half of the Hours of Service required for a year of
                   Vesting Service, unless otherwise specified in (i) below.

                   i)    [ ] ________ or fewer Hours of Service. (Fill in up to
                         500 hours but less than hours required for a year of
                         Vesting Service.)


       NOTE: If the hours method is used, any date completed in (3), (4), or (5)
       below should be the first day of a Vesting Service Period. If the first
       day of such period is not used, service during the period in which the
       date occurs shall not be excluded because of these modifications. If both
       (3) and (5) are selected, the date in (5) must be before the date in (3).
       (3) and (5) cannot be used with (4). If the hours method is used and (6)
       is selected, service during the period in which the Employee attains the
       age completed in (6) shall not be excluded because of that modification.







Amend No. 3 Effective April 1, 2003       35     Annuity Contract No. GA 4-42423









<PAGE>


     VESTING MODIFICATIONS:

     3)   [ ] Service before __________________________________________________
          is the total of an Employee's countable service with us, expressed in
          whole years and fractional parts of a year (counting a partial month
          as a complete month).

           NOTE: If selected, fill in a date on or before the date the Plan
           became subject to ERISA, A new plan becomes subject to ERISA on its
           Effective Date.

     4)    [ ] Service before
           ___________________________________________________ shall be
           determined under the provisions of the (Prior) Plan in effect on the
           day before that date.

           NOTE: If selected, fill in a date after the Effective Date.

     5)    [ ] Service before __________________________________________________
           shall not be counted.

           NOTE: If selected, fill in a date on or before the date the Plan
           became subject to ERISA. A new plan becomes subject to ERISA on its
           Effective Date.

     6)   [ ] Service before an Employee attains age _______________ (Up to 18.)
          shall not be counted.


X.   EQUIVALENCIES. Hours of Service shall be determined on the basis of actual
     Hours of Service for which an Employee is paid or entitled to payment,
     unless otherwise specified in (1), (2), or (3) below.

     1)   [ ] DAYS. On the basis of days worked. An Employee shall be credited
          with 10 Hours of Service for each day in which he would otherwise be
          credited with at least one Hour of Service.

     2)   [ ] WEEKS. On the basis of weeks worked. An Employee shall be credited
          with 45 Hours of Service for each week in which he would otherwise be
          credited with at least one Hour of Service.

     3)   [ ] MONTHS. On the basis of months worked. An Employee shall be
          credited with 190 Hours of Service for each month in which he would
          otherwise be credited with at least one Hour of Service.


      NOTE: If selected, the equivalency shall be used for all Employees.














Amend No. 3 Effective April 1, 2003        36    Annuity Contract No. GA 4-42423
















<PAGE>


Y. WITHDRAWAL BENEFITS.


       1)   VOLUNTARY. A Member may withdraw any part of his Vested Account
            resulting from Voluntary Contributions.

            A Member may make only two such withdrawals in any 12-month
            period, unless otherwise specified in (a) or (b) below.

               a)   [ ] A Member may make such a withdrawal at any time.

               b)   [ ] A Member may make only _________________________ such
                    withdrawal(s) in any 12-month period.

       2)   ROLLOVER. A Member may withdraw any part of his Vested Account
            resulting from Rollover Contributions.

               A Member may make only two such withdrawals in any 12-month
               period, unless otherwise specified in (a) or (b) below.

               a)   [ ] A Member may make such a withdrawal at any time.

               b)   [ ] A Member may make only _________________________ such
                    withdrawal(s) in any 12-month period.

     3)   [xl 401 (k) HARDSHIP. Unless otherwise specified in (a) below, a
          Member may withdraw any part of his Vested Account resulting from
          Elective Deferral Contributions, Matching Contributions (other than
          Qualified Matching Contributions), Additional Contributions, and
          Discretionary Contributions in the event of undue financial hardship.
          Withdrawals from the Member's Account resulting from Elective Deferral
          Contributions shall be limited to the amount of the Member's Elective
          Deferral Contributions (and earnings thereon accrued as of December
          31, 1988). The withdrawal is subject to the provisions of Plan Section
          5.05.

          a)   [ ] Such withdrawal shall be limited to the amount of the
               Member's Elective Deferral Contributions (and earnings thereon
               accrued as of December 31, 1988).

        4)  |X| AGE 59 1/2. A Member may withdraw any part of his Vested Account
            resulting from Elective Deferral Contributions, Matching
            Contributions, Qualified Nonelective Contributions, Additional
            Contributions, and Discretionary Contributions any time after he
            attains age 59 1/2.

             A Member may make only two such withdrawals in any 12-month period,
             unless otherwise specified in (a) or (b) below.

          a)   |X| A Member may make such a withdrawal at any time.

          b)   [ ] A Member may make only __________________________ such
               withdrawal(s) in any 12-month period.








Amend No. 3 Effective April 1, 2003       37     Annuity Contract No. GA 4-42423










<PAGE>


     5)    [ ] FIVE YEARS AS AN ACTIVE MEMBER. A Member may withdraw any part of
           his Vested Account resulting from Matching Contributions (other than
           Qualified Matching Contributions), Additional Contributions, and
           Discretionary Contributions at any time after he has been an Active
           Member for at least five years.

           NOTE: A Member's earliest Entry Date shall be used to determine his
                 eligibility for such a withdrawal.

           A Member may make only two such withdrawals in any 12-month period,
             unless otherwise specified in (a) or (b) below.

          a)   [ ] A Member may make such a withdrawal at any time.

          b)   [ ] A Member may make only _________________________ such
               withdrawal(s) in any 12-month period.

     NOTE: Withdrawals are subject to the distribution of benefits provisions of
     Article VI or VIA of the Basic Plan, whichever applies.


Z. RETIREMENT AND THE START OF BENEFITS.

      1) NORMAL RETIREMENT AGE is the age at which the Member's Account shall
            become nonforfeitable if he is an Employee. A Member's Normal
            Retirement Age is age 65, unless otherwise specified in (a) or (b)
            below.

          a)   [ ] Age _____________________. (Less than 65.)

          b)   [ ] The older of age _____________________(Up to 65.) or his age
               on the (Select (i) or(ii).)


                  i)    [ ] date __________ (Up to 5.) years after the first day
                        of the Plan Year in which his earliest Entry Date
                        occurred.

                    ii)  [ ] earlier of the date _______ (Up to 5.) years after
                         his Hire Date or the date 5 years after the first day
                         of the Plan Year in which his earliest Entry Date
                         occurred.

            The provisions of (b) are modified as follows:

          c)   [ ] A Member's Normal Retirement Age shall not be older than age
               _______________________________. (Up to 70.)



      2)    START OF RETIREMENT BENEFITS. A Member may choose to have retirement
            benefits begin on or after his Normal Retirement Date and before he
            ceases to be an Employee, unless otherwise specified in (a) below.

          a)   [ ] A Member may not choose to have retirement benefits begin
               before he ceases to be an Employee.



Amend No. 3 Effective April 1, 2003        38    Annuity Contract No. GA 4-42423





<PAGE>


   3) EARLY RETIREMENT DATE. (Select (a) or (b).)

         a)     |X| Early Retirement Date is the first day of the month before a
                Member's Normal Retirement Date which he selects for the start
                of retirement benefits. This day shall be on or after the date
                the Member ceases to be an Employee and reaches Early Retirement
                Age. A Member reaches Early Retirement Age on the date the
                following requirement(s) are met: (Select at least one. A
                Member's Account is 100% vested if he is an Employee on or after
                he reaches this age.)

                i) |X| He is age 55_____.

                ii) [ ] He has _________years of Vesting Service.

               iii) [ ] He is within _______years of Normal Retirement Date.

               iv)  [ ] He has been an Active Member _____________years based on
                    his earliest Entry Date.

          b) [ ] Early retirement is not permitted.


    4)    VESTED BENEFIT MODIFICATIONS. Plan Section 5.03 permits an Inactive
          Member to elect to start benefits after he ceases to be an Employee.
          The start of benefits is modified as follows: (Select (a) or (b), if
          applicable.)

          a)    [ ] An Inactive Member cannot elect to receive benefit payments
                from that part of his Vested Account resulting from Elective
                Deferral Contributions, Matching Contributions, Qualified
                Nonelective Contributions, Additional Contributions, and
                Discretionary Contributions before he becomes Totally Disabled
                (Retirement Date or death, if earlier). A small Vested Account,
                as defined in Plan Section 10.11, shall be paid earlier in
                 a single sum. (Select (i), if applicable.)

                i)     [ ] Such restriction shall not apply to that part of an
                       Inactive Member's Vested Account resulting from Elective
                       Deferral Contributions.

          b)    [ ] An Inactive Member cannot elect to receive benefit payments
                from that part of his Vested Account resulting from Elective
                Deferral Contributions, Matching Contributions, Qualified
                Nonelective Contributions, Additional Contributions, and
                Discretionary Contributions before he has ceased to be an
                Employee for a period of time (Retirement Date or death, if
                earlier). Payment of a small Vested Account, as defined in Plan
                Section 10.11, shall also be delayed. (Select (i), if
                applicable.)

                 i)    [ ] Such restriction shall not apply to that part of an
                       Inactive Member's Vested Account resulting from Elective
                       Deferral Contributions.
                 The period of time is (Select (ii) or (Hi).)

                 ii)      [ ]    ______months. (Up to 60.)

                 iii)      [ ]    _____years. (Up to 5.)



Amend No. 3 Effective April 1, 2003      39      Annuity Contract No. GA 4-42423





<PAGE>


     5)   The REQUIRED BEGINNING DATE for a Member who is a 5-percent Owner, as
          defined in Plan Section 7.02, is the April 1 of the calendar year
          following the calendar year in which he attains age 70 1/2.

          The Required Beginning Date for any Member who is not a 5-percent
          Owner, as defined in Plan Section 7.02, is the April 1 of the calendar
          year following the later of the calendar year in which he attains age
          70 1/2 or the calendar year in which he retires, unless otherwise
          specified in (a) below.

     a)   [ ] LATER OF AGE 70 1/2 OR RETIRE FOR BENEFITS ACCRUED AFTER DATE. The
          Required Beginning Date is the April 1 of the calendar year following
          the calendar year in which he attains age 70 1/2, except that the
          Required Beginning Date for benefits accrued after the later of the
          adoption or effective date of the amendment to the Plan changing the
          Required Beginning Date is the April 1 of the calendar year following
          the later of the calendar year in which he attains age 70 1/2 or the
          calendar year in which he retires.

          If (5)(a) is not selected and the Plan previously provided for a
          Required Beginning Date based on age 70 1/2 for all Members, the
          following shall apply to any Member who is not a 5-percent Owner, as
          defined in Plan Section 7.02.

          b)    Any such Member attaining age 70 1/2 in years after 1995 may
                elect by April 1 of the calendar year following the calendar
                year in which he attained age
                70 1/2 (or by December 31, 1997 in the case of a Member
                attaining age 70 1/2 in 1996) to defer distributions until the
                calendar year following the calendar year in which he retires,
                unless otherwise specified in (i) below.

                i)    [ ] NO DEFERRAL. (Only available if (5)(a) above is not
                      selected.) The Member shall begin receiving distributions
                      by the April 1 of the calendar year following the year in
                      which he attained age 70 1/2 (or by December 31, 1997 in
                      the case of a Member attaining age 70 1/2 in 1996).

           c)    Any such Member attaining age 70 1/2 in years prior to 1997 may
                 elect to stop distributions which are not purchased annuities
                 and recommence by the April 1 of the calendar year following
                 the year in which he retires, unless otherwise specified in (i)
                 below.

               i)   [ ] NO STOPPING. (Only available if (5)(a) above is not
                    selected.) The Member may not elect to stop distributions.


                 If the Member is permitted to stop distributions, there shall
                 be a new Annuity Starting Date upon recommencement, unless
                 otherwise specified in (ii) below.

               ii)  [ ] NO NEW ANNUITY STARTING DATE. (Only available if (5)(a)
                    and (5)(c)(i) above are not selected.) There shall be no new
                    Annuity Starting Date.









Amend No. 3 Effective April 1, 2003       40     Annuity Contract No. GA 4-42423










<PAGE>


      6)     AUTOMATIC ROLLOVER OF SMALL AMOUNTS PAYMENT. If any part of a
             distribution made under Plan Section 10.11 is an Eligible Rollover
             Distribution which is equal to or more than $1,000 and for which
             the Distributee has not elected otherwise, such Eligible Rollover
             Distribution shall be rolled over to an Individual Retirement
             Account (IRA) with an affiliate of Principal Life Insurance
             Company, unless otherwise specified in (a) below. (See Plan Section
             10.02.)

             a) [ ] Such Eligible Rollover Distribution shall be paid to the
                    Distributee.


AA. FORMS OF DISTRIBUTION FOR RETIREMENT BENEFITS.

          1)   OPTIONS. The options available under the Plan shall be those
               specified in Plan Section 6.02 (includes life annuities) unless
               otherwise specified in (a) below.

             NOTE: If this Plan is a direct or indirect transferee after
             December 31, 1984, of a defined benefit plan, money purchase plan,
             target benefit plan, stock bonus plan, or profit sharing plan which
             is subject to the survivor annuity requirements of Code Sections
             401(a)(11) and 417, (a) below cannot be selected.

               a)   [ ] The options available under the Plan shall be those
                    specified in subparagraph (a)(2) of Plan Section 6A.02 (does
                    not include life annuities or full flexibility option),
                    unless otherwise specified in (i) below.

                   i)     [ ] The only options available under the Plan shall be
                          the options specified in subparagraph (a)(1) of Plan
                          Section 6A.02 (single sum payment and distribution in
                          kind).

             NOTE: If the Plan later becomes a direct or indirect transferee of
             a defined benefit plan, money purchase plan, target benefit plan,
             stock bonus plan, or profit sharing plan which is subject to the
             survivor annuity requirements of Code Sections 401(a)(11) and 417,
             then the options available under the Plan shall be those specified
             in Plan Section 6.02 and the selections in (1) above shall be void.


          2)   The options specified in Plan Section 6.02 (includes life
               annuities) may be modified as provided below. (Select any that
               apply.)

               a)   [ ] NO FULL FLEXIBILITY OPTION. (Only available if (1)(a)
                    above is not selected.) The full flexibility option shall
                    not be available.

               b)   [ ] SINGLE SUM LIMITED. (Only available if (1)(a) above is
                    not selected; Item U(1)(a)(v) is not selected; Item U(5)(a)
                    is not selected; and Items Y(3), (4), and (5) are not
                    selected.) A Member may not receive a single sum payment of
                    that part of his Vested Account resulting from Elective
                    Deferral Contributions, Matching Contributions, Qualified
                    Nonelective Contributions, Additional Contributions, and
                    Discretionary Contributions (Select (i) or (ii).)


                    i) [ ] at any time.







Amend No. 3 Effective April 1, 2003       41     Annuity Contract No. GA 4-42423









<PAGE>


                  ii) [ ] before his Retirement Date or the date he becomes
                      Totally Disabled, if earlier.

                  If (2)(a) is not selected, the full flexibility option shall
                  not be available for that part of a Member's Vested Account
                  which he cannot receive in a single sum.

                  NOTE: A small Vested Account, as defined in Plan Section
                  10.11, shall be paid in a single sum.

      3)    If the Plan is being amended to eliminate or restrict an optional
            form of distribution and the Plan provides a single sum distribution
            form that is otherwise identical to the optional form of
            distribution eliminated or restricted, the amendment shall not apply
            to any distribution with an Annuity Starting Date earlier than the
            first day of the second Plan Year following the Plan Year in which
            the amendment is, adopted, unless otherwise specified in (a) below.

            a)    [ ] 90 DAYS AFTER SUMMARY. The amendment shall not apply to
                  any distribution with an Annuity Starting Date earlier than
                  the earlier of (i) the 90th day after the date the Member
                  receiving the distribution has been furnished a summary that
                  reflects the amendment and satisfies the ERISA requirements at
                  29 CFR 2520.104b-3 relating to a summary of material
                  modifications or (ii) the first day of the second Plan Year
                  following the Plan Year in which the amendment is adopted.


AB. ADOPTING EMPLOYERS. (Identify Adopting Employers below.)

      NOTE: The Plan must meet the minimum coverage requirement of Code Section
      410(b) taking into account all employees of Controlled Groups and
      Affiliated Service Groups. If you are a member of such a group, other
      employers in the group may need to adopt this Plan in order for your Plan
      to meet this requirement. Some employers of the group may also choose to
      adopt this Plan even though not required. Use this item to identify the
      other employers in the group whose employees may become Members.

      1) There are no Adopting Employers, unless otherwise specified in (a)
         below.

            a)     [ ] The Adopting Employers listed in (3) below establish a
                   separate plan for the benefit of their Employees or
                   participate with us in a single plan, as specified.

      2) Separate Plans or Single Plan.

             a)    SEPARATE PLANS. Adopting Employers may establish a separate
                   plan for the exclusive benefit of their Employees. The
                   establishment of an Adopting Employer's separate plan shall
                   be evidenced in writing according to the provisions of Plan
                   Section 2.04.










Amend No. 3 Effective April 1, 2003        42    Annuity Contract No. GA 4-42423











<PAGE>


                NOTE: A separate plan should not be established unless (i) each
                plan can meet the minimum coverage requirement of Code Section
                410(b) separately or (ii) the combined plans can meet the
                minimum coverage requirement of Code Section 410(b) and the
                nondiscrimination requirement of Code Section 401 (a) (4). The
                combined plans may not meet the requirement of Code Section
                401(a)(4) if the plans provide fora discretionary Matching
                Contribution or Discretionary Contribution which is determined
                separately for each Adopting Employer.

           b)   SINGLE PLAN. Adopting Employers may participate with us in a
                single plan. An Adopting Employer's agreement to participate in
                this Plan shall be evidenced in writing according to the
                provisions of Plan Section 2.05.

                NOTE: The provisions of Plan Section 10.03 shall apply in the
                case of the merger of this Plan with any Prior Plan of an
                Adopting Employer participating with us in a single plan.














Amend No. 3 Effective April 1, 2003         43   Annuity Contract No. GA 4-42423



<PAGE>

Amend No. 3 Effective April 1, 2003         44   Annuity Contract No. GA 4-42423


<PAGE>


By executing this Adoption Agreement, we, the Employer, adopt the "Principal
Financial Group Prototype for Savings Plans" for the exclusive benefit of our
Employees. Our selections and specifications contained in this Adoption
Agreement and the terms, provisions, and conditions provided in the Principal
Financial Group Prototype Basic Savings Plan constitute our PLAN. No other basic
plan may be used with this Adoption Agreement.

It is understood that Principal Life Insurance Company is not a party to our
Plan and shall not be responsible for any tax or legal aspects of our Plan. We
assume responsibility for these matters. We acknowledge that we have counseled,
to the extent necessary, with selected legal and tax advisors. The obligations
of Principal Life Insurance Company shall be governed solely by the provisions
of its contracts and policies. Principal Life Insurance Company shall not be
required to look into any action taken by the Plan Administrator, Named
Fiduciary, Trustee, Investment Manager, or us and shall be fully protected in
taking, permitting, or omitting any action on the basis of our actions.
Principal Life Insurance Company shall incur no liability or responsibility for
carrying out actions as directed by the Plan Administrator, Named Fiduciary,
Trustee, Investment Manager, or us.

                           (Complete in black ink.)

 This Adoption Agreement is executed     ______________________________________.

 FOR THE EMPLOYER

 By my signature, I certify that I have reviewed the terms of and the Items
 selected within this Adoption Agreement. If the Plan has a Trust Agreement in
 effect, I hereby certify that a copy of this Plan document shall be provided to
 each Trustee and proper signatures will be obtained on the appropriate
 attachment to the Basic Plan.

 [ ] (Only available if Item U(1)(a)(i) is selected.) By my signature, I hereby
 direct the Trustee under the Discretionary Trust Agreement to enter into the
 Principal Financial Group Electronic Linkage5" Group Custodial Agreement.

 [ ] (Only available if Item U(1)(a)(v) is selected.) By my signature, I hereby
 direct Delaware Charter Guarantee & Trust Company, conducting business under
 the trade name of Trustar(R) Retirement Services, to enter into the Principal
 Financial Group Electronic LinkageSM Group Custodial Agreement.

 [ ] (Only available if Item U(1)(a)(v) is selected.) By my signature, I hereby
 direct Delaware Charter Guarantee & Trust Company, conducting business under
 the trade name of Trustar(R) Retirement Services, to enter into the Principal
 Self-directed Brokerage Account.SM

 By    _________________________________________________________________________
                                   (Signature)

  Business Title   _____________________________________________________________

 I I By my signature above, I hereby execute this Adoption Agreement on behalf
 of each Adopting Employer identified in Item AB.

  ACKNOWLEDGMENT BY THE NAMED FIDUCIARY (Complete if other than the Employer.)

  By ___________________________________________________________________________
                                   (Signature)




Amend No. 3 Effective April 1, 2003        45    Annuity Contract No. GA 4-42423






<PAGE>


This Plan is an important legal document. It may not fit your
situation. You will want to consult with your lawyer on whether it does fit your
situation and on its tax and legal implications, for which neither Principal
Life Insurance Company, nor its agents, can assume responsibility.

 Failure to properly fill out this Adoption Agreement may result in
 disqualification of this Plan. Principal Life Insurance Company will inform you
 of any amendments made to the Plan or of the abandonment of the Plan. The
 address of Principal Life Insurance Company is 711 High Street, Des Moines,
 Iowa 50392-0001. When you first adopt the prototype, Principal Life will assign
 a contact person and give you a toll-free number. If you have not been assigned
 a contact person, call 1-800-543-4015, extension 88126, for assistance.

 You may rely on an opinion letter issued by the Internal Revenue Service as
 evidence that this Plan is qualified under Code Section 401 only to the extent
 provided in Announcement 2001-77, 2001-30 I.R.B.

 You may not rely on the opinion letter in certain other circumstances or with
 respect to certain qualification requirements, which are specified in the
 opinion letter issued with respect to the Plan and in Announcement 2001-77.

 In order to have reliance in such circumstances or with respect to such
 qualification requirements, application for a determination letter must be made
 to Employee Plans Determinations of the Internal Revenue Service.


Amend No. 3 Effective April 1, 2003        46    Annuity Contract No. GA 4-42423


<PAGE>


Item S(3)(a): The method used to limit Annual Additions to the Maximum
Permissible Amount:















 Item S(4): For Limitation Years beginning before January 1, 2000, the method
 used to satisfy the 1.0 limitation of Code Section 415:
















 Item S(6): The method used to meet the minimum contribution and benefit
requirements in Plan Years when this is a Top-heavy Plan:










Amend No. 3 Effective April 1, 2003              Annuity Contract No. GA 4-42423