EQUITRUST SERIES FUND, INC. DISTRIBUTION PLAN AND AGREEMENT PLAN AND AGREEMENT amended and restated as of the 1st day of December, 2002, by and between EQUITRUST SERIES FUND, INC., a Maryland corporation (the "Fund"), and EQUITRUST INVESTMENT...

                           EQUITRUST SERIES FUND, INC.
                         DISTRIBUTION PLAN AND AGREEMENT


     PLAN AND AGREEMENT amended and restated as of the 1st day of December,
2002, by and between EQUITRUST SERIES FUND, INC., a Maryland corporation (the
"Fund"), and EQUITRUST INVESTMENT MANAGEMENT SERVICES, INC., a Delaware
corporation (the "Underwriter").

     WHEREAS, Rule 12b-1 under the Investment Company Act of 1940 (the "Act"),
provides that a registered open-end management investment company may act as a
distributor of securities of which it is the issuer, provided that any payments
made by such company in connection with such distribution are made pursuant to a
written plan describing all material aspects of the proposed financing of
distribution;

     WHEREAS, the Fund is a registered open-end investment company authorized to
issue shares of common stock in separate series, with the shares representing
interests in separate portfolios of securities and other assets (the Fund's
series together with all the series subsequently established by the Fund being
referred to herein individually as a "Series" and collectively, the "Series");
and the Fund is authorized to and has divided the Shares of each Series into two
classes designated as Traditional Shares and Institutional Shares;

     WHEREAS, the Underwriter acts as the underwriter in selling shares of the
Fund, and the Underwriter and various securities dealers (the "Dealers") sell
shares of the Fund and provide services to existing shareholders;

     WHEREAS, the Board of Directors of the Fund has determined that the Fund
should make direct payments to the Underwriter to compensate the Underwriter and
to permit it to compensate Dealers in connection with the selling of the Fund's
Traditional Shares only, and that such payments should be separate from the
administrative service fee paid to EquiTrust Investment Management Services,
Inc. pursuant to a separate agreement;

     WHEREAS, the original Plan and Agreement between the Fund and the
Underwriter, was approved by the vote of at least a majority (as defined in the
Act) of the outstanding shares of the Fund and became effective on December 1,
1987 and was amended on November 25, 1991 and December 1, 1997, and is further
amended hereby;

     WHEREAS, the Fund wants to enter into this EquiTrust Series Fund, Inc.
Amended Distribution Plan and Agreement ("the Plan") in the manner and on the
terms and conditions hereinafter set fourth pursuant to Rule 12b-1 under the
Act;

     WHEREAS, the Underwriter wants to enter into the Plan on said terms and
conditions; and

     WHEREAS, the Board of Directors of the Fund has determined that there is a
reasonable likelihood that the Plan will benefit the Fund and the Traditional
shareholders;



     NOW, THEREFORE, the following shall constitute the written Plan:

     SECTION 1. The Fund is hereby authorized to make payments from its assets
to the Underwriter pursuant to this Plan to compensate the Underwriter and to
permit it to compensate Dealers for rendering assistance in the distribution and
promotion of the sale of the Fund's Traditional Shares to the public with
respect to the Series presently established and to such other Series as may
hereafter be established by the Board of Directors. Amounts paid under this Plan
shall comply with guidelines concerning asset-based sales charges as set forth
in the Conduct Rules of the National Association of Securities Dealers, Inc.

     In consideration of the activities described above, the Fund shall pay the
Underwriter a fee after the end of each month at the annual rate of 0.50% of the
average daily net assets of the Traditional Shares of the Fund. The Underwriter
may compensate Dealers for sales of the Fund's Traditional Shares in amounts up
to 4% of the amount invested. The Underwriter shall be entitled to retain any
contingent deferred sales charges imposed pursuant to the Fund's prospectus on
the Traditional Shares.

     SECTION 2. This Plan, which is to continue in effect in this amended form
until November 30, 2003 and shall thereafter continue in effect so long as such
continuance is specifically approved at least annually by votes of the majority
of both (a) the Board of Directors of the Fund, and (b) those Directors of the
Fund who, except for their positions as Directors of the Fund, are not
"interested persons" (as defined in the Act) of the Fund and who have no direct
or indirect financial interest in the operation of this Plan or any agreements
related to this Plan (the "Disinterested Directors"), cast in person at a
meeting called for the purpose of voting on this Plan or such agreements.

     SECTION 3. The President of the Underwriter, or such other person as he may
designate, shall provide to the Board and the Board shall review at least
quarterly a written report of the amounts so expended and purposes for which
such expenditures were made.

     SECTION 4. This Plan may be terminated at any time by vote of a majority of
the Disinterested Directors, or by vote of a majority (as defined in the Act) of
the Fund's outstanding Traditional Shares.

     SECTION 5. Any agreement of the Fund to this Plan shall be in writing and
shall provide:

     A.   That such agreement may be terminated at any time, without payment of
          any penalty by vote of a majority of the members of the Board of
          Directors of the Fund who are not interested persons of the Fund and
          have no direct or indirect financial interest in the operation of the
          Plan or in any agreements related to the Plan or by a vote of a
          majority (as defined in the Act) of the Fund's outstanding Traditional
          Shares on not more than sixty days' written notice to any other party
          to the agreement; and

     B.   That such agreement shall terminate automatically in the event of its
          assignment.

     SECTION 6. While the Plan is in effect, the selection and nomination of
Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the Fund Directors who are not
interested persons.



     SECTION 7. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Section 3, for a period of not less
than six years from the date of the Plan, or the agreements or such reports, as
the case may be, the first two years in an easily accessible place.

     SECTION 8. This Plan may not be amended to increase materially the amount
of distribution expenses provided for in Section 1 hereof unless such amendment
is approved in the manner provided for in Section 2 as well as being approved by
a vote of at least a majority (as defined in the Act) of the outstanding
Traditional Shares of the Fund and no other material amendment to this Plan
shall be made unless approved in the manner provided for in Section 2 hereof.

     SECTION 9. This Plan supersedes all prior distribution plans and agreements
between the Fund and the Underwriter.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan as of the day first written above.

ATTEST:                                         EQUITRUST SERIES FUND, INC.

By: /s/Xxxxxx X. Xxxxxx                         By: /s/ Xxxxxxx X. Xxxx
    ----------------------------                    ---------------------------
    Xxxxxx X. Xxxxxx                                Xxxxxxx X. Xxxx
    Vice President -- Investment Administration     Chief Executive Officer


ATTEST:                                         EQUITRUST INVESTMENT MANAGEMENT
                                                SERVICES, INC.

By: /s/Xxxxxx Xxxxxx                            By: /s/ Xxxxxx X. Xxxxxx
    ----------------------------                    ---------------------------
    Xxxxxx Xxxxxx                                   Xxxxxx X. Xxxxxx
    Assistant Secretary                             President