PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT AGREEMENT to be effective the July 1, 2009, by and between PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., a Maryland corporation (hereinafter called the "Fund") and...

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.

AMENDED AND RESTATED

MANAGEMENT AGREEMENT


	AGREEMENT to be effective the July 1, 2009, by and between PRINCIPAL VARIABLE
CONTRACTS FUNDS, INC., a Maryland corporation (hereinafter called the "Fund") and PRINCIPAL
MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called "the Manager").

W I T N E S S E T H:

	WHEREAS, The Fund has furnished the Manager with copies properly certified or
authenticated of each of the following:

	(a)	Certificate of Incorporation of the Fund;
	(b)	Bylaws of the Fund as adopted by the Board of Directors;
	(c)	Resolutions of the Board of Directors of the Fund selecting the Manager as investment
		adviser and approving the form of this Agreement.

	NOW THEREFORE, in consideration of the premises and mutual agreements herein
contained, the Fund hereby appoints the Manager to act as investment adviser and manager of the
Fund, and the Manager agrees to act, perform or assume the responsibility therefore in the manner
and subject to the conditions hereinafter set forth. The Fund will furnish the Manager from time to
time with copies, properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

1.	INVESTMENT ADVISORY SERVICES

	The Manager will regularly perform the following services for the Fund:

	(a)	Provide investment research, advice and supervision;
	(b)	Provide investment advisory, research and statistical facilities and all clerical services
		relating to research, statistical and investment work;
	(c)	Furnish to the Board of Directors of the Fund (or any appropriate committee of such
		Board), and revise from time to time as economic conditions require, a recommended
		investment program for the portfolio of each Account of the Fund consistent with the
		Account’s investment objective and policies;
	(d)	Implement such of its recommended investment program as the Fund shall approve, by
		placing orders for the purchase and sale of securities, subject always to the provisions
		of the Fund's Certificate of Incorporation and Bylaws and the requirements of the
		Investment Company Act of 1940 (the “1940 Act”), and the Fund's Registration
		Statement, current Prospectus and Statement of Additional Information, as each of the
		same shall be from time to time in effect;
	(e)	Advise and assist the officers of the Fund in taking such steps as are necessary or
		appropriate to carry out the decisions of its Board of Directors and any appropriate
		committees of such Board regarding the general conduct of the investment business of
		the Fund; and
	(f)	Report to the Board of Directors of the Fund at such times and in such detail as the
		Board may deem appropriate in order to enable it to determine that the investment
		policies of the Fund are being observed.


2.	CORPORATE AND OTHER ADMINISTRATIVE SERVICES AND EXPENSES

	The Manager will regularly perform or assume responsibility for general corporate and all other
administrative services and expenses, except as set out in Section 4 hereof, as follows:
	(a)	Furnish office space, all necessary office facilities and assume costs of keeping books
		of the Fund;
	(b)	Furnish the services of executive and clerical personnel necessary to perform the
		general corporate functions of the Fund;
	(c)	Compensate and pay the expenses of all officers, and employees of the Fund, and of all
		directors of the Fund who are persons affiliated with the Manager;
	(d)	Determine the net asset value of the shares of the Fund's Capital Stock as frequently as
		the Fund shall request or as shall be required by applicable law or regulations;
	(e)	Provide for the organizational expense of the Fund and expenses incurred with the
		registration of the Fund and Fund shares with the federal and state regulatory agencies,
		including the costs of printing prospectuses in such number as the Fund shall need for
		purposes of registration and for the sale of its shares;
	(f)	Be responsible for legal and auditing fees and expenses incurred with respect to
		registration and continued operation of the Fund; and
	(g)	Provide such other services as required by law or considered reasonable or necessary
		in the conduct of the affairs of the Fund in order for it to meet its business purposes.

3.	RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS

	The Manager in assuming responsibility for the various services as set forth in 1 and 2 above,
reserves the right to enter into agreements with others for the performance of certain duties and
services or to delegate the performance of some or all of such duties and services to Principal Life
Insurance Company, or an affiliate thereof; provided, however that entry into any such agreements
shall not relieve the Manager of its duty to review and monitor the performance of such persons to
the extent provided in the agreements with such persons or as determined from time to time by the
Board of Directors.

4.	EXPENSES BORNE BY FUND

	The Fund will pay, without reimbursement by the Manager, the following expenses:
	(a)	Taxes, including in the case of redeemed shares any initial transfer taxes, and other
		local, state and federal taxes, governmental fees and other charges attributable to
		investment transactions;
	(b)	Portfolio brokerage fees and incidental brokerage expenses;
	(c)	Interest;
	(d)	The fees and expenses of the Custodian of its assets;
	(e)	The fees and expenses of all directors of the Fund who are not persons affiliated with
		the Manager; and
	(f)	The cost of meetings of shareholders.

5.	COMPENSATION OF THE MANAGER BY FUND

	For all services to be rendered and payments made as provided in Sections 1 and 2 hereof,
the Fund will accrue daily and pay the Manager within five days after the end of each calendar month
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a fee based on the average of the values placed on the net assets of the Accounts of the Fund as of
the time of determination of the net asset value on each trading day throughout the month in
accordance with the schedules attached hereto, less any fees the Accounts pay to Principal
Shareholder Services, Inc. (“PSS”), or any affiliated person of PSS pursuant to the Transfer Agency
Agreement. If at any time this Agreement or the Fund's Transfer Agency Agreement is amended to
provide for increased compensation that, in the aggregate, exceeds the compensation provided for
under this Agreement, the Fund will obtain approval of this Agreement, prior to the effective date(s)
of the amendment(s), by a vote of a majority of the outstanding voting securities of the Fund.

	Net asset value shall be determined pursuant to applicable provisions of the Certificate of
Incorporation of the Fund. If pursuant to such provisions the determination of net asset value is
suspended, then for the purposes of this Section 5 the value of the net assets of the Fund as last
determined shall be deemed to be the value of the net assets for each day the suspension continues.

	The Manager may, at its option, waive all or part of its compensation for such period of time as
it deems necessary or appropriate.

6.	ASSUMPTION OF EXPENSES BY PRINCIPAL LIFE INSURANCE COMPANY

	Although in no way relieving the Manager of its responsibility for the performance of the duties
and services set out in Section 2 hereof, and regardless of any delegation thereof as permitted under
Section 3 hereof, some or all of the expenses therefore may be voluntarily assumed by Principal Life
Insurance Company and the Manager may be reimbursed therefore, or such expenses may be paid
directly by Principal Life Insurance Company.

7.	AVOIDANCE OF INCONSISTENT POSITION

	In connection with purchases or sales of portfolio securities for the account of the Fund, neither
the Manager nor any of the Manager's directors, officers or employees will act as a principal or agent
or receive any commission.

8.	LIMITATION OF LIABILITY OF THE MANAGER

	The Manager shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the Manager's part in the
performance of its duties or from reckless disregard by it of its obligations and duties under this
Agreement.

9.	COPIES OF CORPORATE DOCUMENTS

	The Fund will furnish the Manager promptly with properly certified or authenticated copies of
amendments or supplements to its articles or bylaws. Also, the Fund will furnish the Manager
financial and other corporate information as needed, and otherwise cooperate fully with the Manager
in its efforts to carry out its duties and responsibilities under this Agreement.

10. DURATION AND TERMINATION OF THIS AGREEMENT

	This Agreement shall remain in force until the conclusion of the first meeting of the
shareholders of the Fund and if it is approved by a vote of a majority of the outstanding voting
securities of the Fund it shall continue in effect thereafter from year to year provided that the
continuance is specifically approved at least annually either by the Board of Directors of the Fund or,
if required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund
and in either event by vote of a majority of the directors of the Fund who are not interested persons of
the Manager, Principal Life Insurance Company, or the Fund cast in person at a meeting called for

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the purpose of voting on such approval. This Agreement may, on sixty days written notice, be

terminated at any time without the payment of any penalty, by the Board of Directors of the Fund, by

vote of a majority of the outstanding voting securities of the Fund, or by the Manager. This

Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions

of this Section 10, the definitions contained in Section 2(a) of the Investment Company Act of 1940

(particularly the definitions of "interested person," "assignment" and "voting security") shall be

applied.

11. AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally, but

only by an instrument in writing signed by the party against which enforcement of the change, waiver,

discharge or termination is sought, and no material amendment of this Agreement shall be effective

until approved, if required by the 1940 Act or the rules, regulations, interpretations or orders issued

thereunder, by vote of the holders of a majority of the Fund's outstanding voting securities and by

vote of a majority of the directors who are not interested persons of the Manager, Principal Life

Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such

approval.

12. ADDRESS FOR PURPOSE OF NOTICE

Any notice under this Agreement shall be in writing, addressed and delivered or mailed,

postage prepaid, to the other party at such address as such other party may designate for the receipt

of such notices. Until further notice to the other party, it is agreed that the address of the Fund and

that of the Manager for this purpose shall be The Principal Financial Group, Xxx Xxxxxx, Xxxx

00000.

13. MISCELLANEOUS

The captions in this Agreement are included for convenience of reference only, and in no way

define or delimit any of the provisions hereof or otherwise affect their construction or effect. This

Agreement may be executed simultaneously in two or more counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by

their respective officers thereunto duly authorized.

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.

By /s/ Xxxx X. Xxxxxx

Xxxx X. Xxxxxx, Vice President & Secretary

PRINCIPAL MANAGEMENT CORPORATION

By /s/ Xxxxxxx X. Beer

Xxxxxxx X. Beer, Executive Vice President and

Chief Operating Officer


SCHEDULE 1		SCHEDULE 6
MANAGEMENT FEES		MANAGEMENT FEES
LargeCap Growth Account I and		MidCap Growth Account I
Asset Allocation Account		and Real Estate Securities Account

Average Daily Net	Fee as a Percentage of	Average Daily Net	Fee as a Percentage of
Assets of the Account	Average Daily Net Assets	Assets of the Account	Average Daily Net Assets
First $100,000,000	0.80%	First $100,000,000	0.90%
Next $100,000,000	0.75%	Next $100,000,000	0.85%
Next $100,000,000	0.70%	Next $100,000,000	0.80%
Next $100,000,000	0.65%	Next $100,000,000	0.75%
Thereafter	0.60%	Thereafter	0.70%

SCHEDULE 2		SCHEDULE 7
MANAGEMENT FEES		MANAGEMENT FEES
Diversified International Account and		SmallCap Growth Account II
LargeCap Value Account II
		Average Daily Net	Fee as a Percentage of
Average Daily Net	Fee as a Percentage of	Assets of the Account	Average Daily Net Assets
Assets of the Account	Average Daily Net Assets	First $100,000,000	1.00%
First $250,000,000	0.85%	Next $100,000,000	0.95%
Next $250,000,000	0.80%	Next $100,000,000	0.90%
Next $250,000,000	0.75%	Next $100,000,000	0.85%
Next $250,000,000	0.70%	Thereafter	0.80%
Thereafter	0.65%

SCHEDULE 3		SCHEDULE 8
MANAGEMENT FEES		MANAGEMENT FEES
MidCap Blend Account		SmallCap Blend Account

Average Daily Net	Fee as a Percentage of	Average Daily Net	Fee as a Percentage of
Assets of the Account	Average Daily Net Assets	Assets of the Account	Average Daily Net Assets
First $100,000,000	0.65%	First $100,000,000	0.85%
Next $100,000,000	0.60%	Next $100,000,000	0.80%
Next $100,000,000	0.55%	Next $100,000,000	0.75%
Next $100,000,000	0.50%	Next $100,000,000	0.70%
Thereafter	0.45%	Thereafter	0.65%

SCHEDULE 4		SCHEDULE 9
MANAGEMENT FEES		MANAGEMENT FEES
Balanced Account		SmallCap Value Account I

		Average Daily Net	Fee as a Percentage of
Average Daily Net	Fee as a Percentage of	Assets of the Account	Average Daily Net Assets
Assets of the Account	Average Daily Net Assets	First $100,000,000	1.10%
First $100,000,000	0.60%	Next $100,000,000	1.05%
Next $100,000,000	0.55%	Next $100,000,000	1.00%
Next $100,000,000	0.50%	Next $100,000,000	0.95%
Next $100,000,000	0.45%	Thereafter	0.90%
Thereafter	0.40%

SCHEDULE 5		SCHEDULE 10
MANAGEMENT FEES		MANAGEMENT FEES
Bond & Mortgage Securities Account,		International SmallCap Account
Government & High Quality Bond Account,
Short-Term Bond Account		Average Daily Net	Fee as a Percentage of
and Money Market Account		Assets of the Account	Average Daily Net Assets
		First $100,000,000	1.20%
Average Daily Net	Fee as a Percentage of	Next $100,000,000	1.15%
Assets of the Account	Average Daily Net Assets	Next $100,000,000	1.10%
First $100,000,000	0.50%	Next $100,000,000	1.05%
Next $100,000,000	0.45%	Thereafter	1.00%
Next $100,000,000	0.40%
Next $100,000,000	0.35%
Thereafter	0.30%


SCHEDULE 11		SCHEDULE 16
MANAGEMENT FEES		MANAGEMENT FEES
LargeCap Value Account		Principal LifeTime 2010, Principal
		LifeTime 2020, Principal LifeTime 2030,
Average Daily Net	Fee as a Percentage of	Principal LifeTime 2040, Principal
Assets of the Account	Average Daily Net Assets	LifeTime 2050 and Principal LifeTime
First $250 Million	0.60%	Strategic Income Accounts
Next $250 Million	0.55%
Next $250 Million	0.50%	Average Daily Net	Fee as a Percentage of
Next $250 Million	0.45%	Assets of the Account	Average Daily Net Assets
Thereafter	0.40%
		All Assets	0.03%


SCHEDULE 12		SCHEDULE 17
MANAGEMENT FEES		MANAGEMENT FEES
MidCap Value Account II		Equity Income Account

Average Daily Net	Fee as a Percentage of	Average Daily Net	Fee as a Percentage of
Assets of the Account	Average Daily Net Assets	Assets of the Account	Average Daily Net Assets
First $250 Million	1.05%	First $100 million	0.60%
Next $250 Million	1.00%	Next $100 million 0.55%
Next $250 Million	0.95%	Next $100 million 0.50%
Next $250 Million	0.90%	Next $100 million 0.45%
Thereafter	0.85%	Over $400 million 0.40%

SCHEDULE 13		SCHEDULE 18
MANAGEMENT FEES		MANAGEMENT FEES
LargeCap S&P 500 Index Account		West Coast Equity Account

Average Daily Net	Fee as a Percentage of	Average Daily Net	Fee as a Percentage of
Assets of the Account	Average Daily Net Assets	Assets of the Account	Average Daily Net Assets
Overall Fee	0.25%	First $500 million	0.625%
		Over $500 million	0.50%

SCHEDULE 14		SCHEDULE 19
MANAGEMENT FEES		MANAGEMENT FEES
International Emerging Markets Account		MidCap Stock Account

Average Daily Net	Fee as a Percentage of	Average Daily Net	Fee as a Percentage of
Assets of the Account	Average Daily Net Assets	Assets of the Account	Average Daily Net Assets
First $250 Million	1.25%	First $1 billion	0.75%
Next $250 Million	1.20%	Next $1 billion	0.70%
Next $250 Million	1.15%	Next $1 billion	0.65%
Next $250 Million	1.10%	Over $3 billion	0.60%
Thereafter	1.05%

SCHEDULE 15		SCHEDULE 20
MANAGEMENT FEES		MANAGEMENT FEES
LargeCap Value Account III		Mortgage Securities Account and Income
and LargeCap Blend Account II		Account

Average Daily Net	Fee as a Percentage of	Average Daily Net	Fee as a Percentage of
Assets of the Account	Average Daily Net Assets	Assets of the Account	Average Daily Net Assets
First $250 Million	0.75%	First $2 billion	0.50%
Next $250 Million	0.70%	Over $2 billion	0.45%
Next $250 Million	0.65%
Next $250 Million	0.60%
Thereafter	0.55%


SCHEDULE 21		SCHEDULE 23
MANAGEMENT FEES		MANAGEMENT FEE
Short-Term Income Account		LargeCap Growth Account

Average Daily Net	Fee as a Percentage of	Average Daily Net	Fee as a Percentage of
Assets of the Account	Average Daily Net Assets	Assets of the Account	Average Daily Net Assets
First $200 Million	0.50%	First $500 Million	0.68%
Next $300 Million	0.45%	Next $500 Million	0.65%
Over $500 Million	0.40%	Next $1 billion	0.62%
		Next $1 billion	0.58%
		Over $3 billion	0.55%

SCHEDULE 22
MANAGEMENT FEES
XXX Balanced Portfolio; XXX Conservative
Balanced Portfolio, XXX Conservative
Growth Portfolio, XXX Flexible Income
Portfolio, and XXX Strategic Growth
Portfolio*

Average Daily Net	Fee as a Percentage of
Assets of the Account	Average Daily Net Assets
First $1 Billion	0.25%
Over $1 Billion	0.20%

*Breakpoints based on aggregate XXX Portfolio net assets

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PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT AGREEMENT to be effective the July 1, 2009, by and between PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., a Maryland corporation (hereinafter called the "Fund") and...

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