0000009713-15-000007 Sample Contracts

Amended and Restated Participation Agreement as of November 1, 2007
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B • California

For each Class 2 Portfolio named on Schedule C of this Agreement, the Company's Distributor is eligible to receive a maximum annual payment rate of 0.25% stated as a percentage per year of that Portfolio's Class 2 average daily net assets, pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan.

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PARTICIPATION AGREEMENT
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B • Massachusetts

THIS AGREEMENT, dated as of the 1st day of December, 2007 by and among PRINCIPAL LIFE INSURANCE COMPANY (the "Company"), an Iowa life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each separate account hereinafter referred to as the "Account"), DWS VARIABLE SERIES I, DWS VARIABLE SERIES II and DWS INVESTMENTS VIT FUNDS (individually, a "Fund"), each a Massachusetts business trust created under a Declaration of Trust, as amended, DWS SCUDDER DISTRIBUTORS, INC. (the "Underwriter"), a Delaware corporation, and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the "Adviser"). The parties agree that a single document is being used for ease of administration and that this Agreement shall be treated as if it were a separate agreement with respect to each Fund, and each series thereof, that is a party hereto, severally and not jointly, as if such entity h

AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, MFS VARIABLE INSURANCE TRUST II, MFS VARIABLE INSURANCE TRUST III, PRINCIPAL LIFE INSURANCE COMPANY, PRINCIPAL NATIONAL LIFE INSURANCE COMPANY, PRINCOR FINANCIAL SERVICES...
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B • Delaware

THIS AMENDED AND RESTATED AGREEMENT, made and entered into effective the 1st day of May 2013, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust ( "Trust I"), MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust ("Trust II"), MFS VARIABLE INSURANCE TRUST Ill ("Trust III") (Trust I, Trust II and Trust III each referred to, individually, as the 'Trust" and, collectively, as the 'Trusts"), Principal Life Insurance Company, an Iowa corporation, Principal National Life Insurance Company, (collectively, the "Company"), on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the "Accounts"), Princor Financial Services Corporation ("Princor") and MFS Fund Distributors, Inc., a Delaware corporation ("MFD").

Amended and Restated Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc.
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we," "our," or "us"), Principal Life Insurance Company, Principal National Life Insurance Company and Princor Financial Services Corporation, your distributor (collectively, the "Company" "you" or "your"), on your behalf and on behalf of certain Accounts, (individually a "Party", collectively, the "Parties") have previously entered into an Amended and Restated Participation Agreement dated November 1, 2007, and subsequently amended September 10, 2009, August 16, 2010 and November 1, 2011, and further modified by an Addendum dated May 1, 2011 (the "Agreement"). The Parties now desire to amend the Agreement by this amendment (the "Amendment"). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

Rule 22c-2 Shareholder Information Agreement
Shareholder Information Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Shareholder Information Agreement ("Agreement") is entered into as of April 16, 2007, and is among Principal Funds Distributor, Inc. ("Distributor") on behalf of each Fund, as defined below, and the Intermediary, as defined below. Unless otherwise specified, capitalized terms have the meaning set out under "Definitions," below.

PRINCIPAL VARIABLE CONTRACTS FUND, INC.
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B • New York

THIS AGREEMENT is made this 5th day of January, 2007 among PRINCIPAL VARIABLE CONTRACTS FUND, INC., an open-end management investment company organized under the laws of the State of Maryland ("PVC"), PRINCIPAL FUNDS DISTRIBUTOR, INC. ("PFDI"), a principal underwriter for the shares of PVC, organized under the laws of the State of Washington (and known as WM Funds Distributor, Inc. prior to the time this Agreement becomes effective), and PRINCIPAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Iowa (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the "Accounts").

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Amendment ("Amendment") is effective as of January 1, 2010 among PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., an open-end management investment company organized under the laws of the State of Maryland ("PVC"), PRINCIPAL FUNDS DISTRIBUTOR, INC. ("PFDI"), a principal underwriter for the shares of PVC, organized under the laws of the State of Washington, and PRINCIPAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Iowa (the "Company"), on its own behalf and on behalf of each segregated asset Account of the Company as referenced in the Agreement.

December 30, 2009
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B
November 9, 2011
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B
FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Fourth Amendment (this "Amendment") to the Participation Agreement is hereby executed as of April 10, 2013, by and among PRINCIPAL LIFE INSURANCE COMPANY ("PLIC"), PRINCIPAL NATIONAL LIFE INSURANCE COMPANY ("PNL") (PUC and PNL are collectively referred to as the "Company"), on the Company's own behalf and on behalf of the segregated asset accounts of the Company designated in Schedule A, DWS VARIABLE SERIES I, DWS VARIABLE SERIES II and DWS INVESTMENTS VIT FUNDS (individually a "Fund" and collectively, the "Funds"), DWS INVESTMENTS DISTRIBUTORS, INC. (formerly DWS SCUDDER DISTRIBUTORS, INC.) (the "Underwriter"), and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the "Adviser").

AMENDMENT TO INTERMEDIARY AGREEMENTS AND NEW INTERMEDIARY AGREEMENTS
Intermediary Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

THIS AMENDMENT AND AGREEMENT made this 22nd day of October, 2010, and effective as of the Effective Date (as defined below), by and among Allianz Global Investors Fund Management LLC ("AGIFM"), Pacific Investment Management Company LLC ("PIMCO") and Principal Life Insurance Company ("Intermediary").

NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 22nd day of October, 2010, and effective as of the Effective Date (as defined below), by and among Allianz Global Investors Distributors LLC ("AGID"), PIMCO Investments LLC ("PI"), PIMCO Variable Insurance Trust (the "Fund") and Principal Life Insurance Company (the "Company'').

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Second Amendment (this ''Amendment") to the Participation Agreement by and among DWS VARIABLE SERIES I, DWS VARIABLE SERIES II and DWS INVESTMENTS VIT FUNDS (each a "Fund" and collectively, the "Funds''), DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the "Adviser"), DWS INVESTMENTS DISTRIBUTORS, INC. (the "Distributor"), and PRINCIPAL LIFE INSURANCE COMPANY (the "Company") dated as of December 1, 2007 (the "Participation Agreement"), is effective as of May 1, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Participation Agreement.

AMENDMENT TO INTERMEDIARY AGREEMENTS AND NEW INTERMEDIARY AGREEMENTS
Intermediary Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

THIS AMENDMENT AND AGREEMENT made this 22nd day of October, 2010, and effective as of the Effective Date (as defined below), by and among Allianz Global Investors Distributors LLC ("AGID"), PIMCO Investments LLC ("PI") and Principal Life Insurance Company ("Intermediary").

AMENDMENT NO. 7 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This AMENDMENT NO. 7 TO SHAREHOLDER SERVICES AGREEMENT (“Amendment”) is made and entered into as of March 20, 2014 by and among PRINCIPAL LIFE INSURANCE COMPANY (“PLIC”), PRINCIPAL NATIONAL LIFE INSURANCE COMPANY (together with PLIC, the “Company”), AMERICAN CENTURY INVESTMENT MANAGEMENT (“ACIM”), and AMERICAN CENTURY INVESTMENT SERVICES (“ACIS”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

FUND/SERV AND NETWORKING SUPPLEMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT BY AND AMONG PRINCIPAL LIFE INSURANCE COMPANY, PRINCIPAL NATIONAL LIFE INSURANCE COMPANY, MFS VARIABLE INSURANCE TRUST,
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B • New York

This Fund/SERV and Networking Supplement, dated as of May 1, 2013 (the “Supplement"), to the Participation Agreement, dated as of May 1, 2013, by and among Principal Life Insurance Company, Principal National Life Insurance Company (collectively, the "Company"), MFS Variable Insurance Trust ("Trust I"), MFS Variable Insurance Trust II ("Trust II"), MFS Variable Insurance Trust III (Trust I, Trust II and Trust III are each referred to herein as the "Trust'' and, collectively, as the "Trusts") and MFS Fund Distributors, Inc. ("MFD") (the "Agreement").

SERVICE AGREEMENT dated as of November 28, 2007 among
Service Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

The parties have previously entered into the Agreement and have now agreed to amend the Agreement by the terms of this Fourth Amendment (this "Fourth Amendment") retroactively to the effective date of May 1, 2009.

MFS Investment Management
Letter Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B
INSTRUMENT OF ACCESSION AND AMENDMENT
Participation Agreement, Administrative Services Agreement, Pimco Administrative Services Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Instrument of Accession and Amendment ("Instrument and Amendment") to that certain Participation Agreement (the "Participation Agreement"), Administrative Services Agreement (the "Trust Services Agreement"), and that certain PIMCO Administrative Services Agreement (the "PIMCO Services Agreement"), each dated as of March 9, 2009, and each as amended, as well as any other agreements between or among the parties hereto (collectively, the "Agreements") as consistent with the intent of this Instrument and Amendment, is made as of August 29, 2012, by and among (as the case may be) Principal Life Insurance Company (the "Company"), Principal National Life Insurance Company (the "NY Company"), PIMCO Variable Insurance Trust (the "Trust"), PIMCO Investments LLC ("PI"), and Pacific Investment Management Company, LLC ("PIMCO").

ASSIGNMENT AND AMENDMENT
Services Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

THIS ASSIGNMENT AND AMENDMENT ("Assignment") is made this 29th day of March, 2012 by and among PIMCO Variable Insurance Trust (the "Trust"), PIMCO Investments LLC ("PI") and Principal Life Insurance Company ("Authorized Firm").

PARTICIPATION AGREEMENT
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

THIS THIRD AMENDMENT (this "Amendment") to the Participation Agreement dated as of December 1, 2007, by and among PRINCIPAL LIFE INSURANCE COMPANY (the "Company"), an Iowa life insurance company, on its own behalf and on behalf of the segregated asset accounts of the Company designated in Schedule A, DWS VARIABLE SERIES I, DWS VARIABLE SERIES II and DWS INVESTMENT VIT FUNDS (individually, a "Fund"), each a Massachusetts business trust created under a Declaration of Trust, DWS INVESTMENTS DISTRIBUTORS, INC. (formerly DWS SCUDDER DISTRIBUTORS, INC.) (the "Underwriter"), a Delaware corporation, and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the "Adviser"), a Delaware corporation (the "Participation Agreement"), is hereby executed as of December 18, 2012.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Second Amendment and Joinder is to the Administrative Services Agreement dated as of March 26, 2002, as amended (the "Agreement") by and between THE DREYFUS CORPORATION ("Dreyfus"), a New York corporation, and PRINCIPAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Iowa ("Client"). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

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THIRD AMENDMENT AND JOINDER to FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Third Amendment and Joinder is to the Fund Participation Agreement dated as of March 26, 2001, as amended (the "Agreement" or the "Participation Agreement") by and among PRINCIPAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Iowa ("Insurance Company"), on behalf of itself and on behalf of the separate accounts listed on Exhibit B of the Agreement, PRINCOR FINANCIAL SERVICES CORPORATION, an Iowa corporation ("Princor") (collectively, Insurance Company and Princor are referred to herein as "Principal"), DREYFUS INVESTMENT PORTFOLIOS, DREYFUS VARIABLE INVESTMENT FUND, and THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. (each a "Fund" and collectively, the "Funds"). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

THIRD AMENDMENT AND JOINDER
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. ("PVC"), PRINCIPAL FUNDS DISTRIBUTOR, INC. ("PFDI"), PRINCIPAL MANAGEMENT CORPORATION ("PMC"), and PRINCIPAL LIFE INSURANCE COMPANY (the "Company") (the "Agreement").

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B • Iowa

PRINCIPAL LIFE INSURANCE COMPANY ("Insurer") and DELAWARE DISTRIBUTORS, L.P. ("Fund Distributor") (collectively, the "Parties") mutually agree to the arrangements set forth in this Administrative Services Agreement (this "Agreement").

FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This amendment ("Amendment") dated as of December 30, 2010, amends the Fund Participation Agreement ("Agreement") dated as of April 26, 2010 between PRINCIPAL LIFE INSURANCE COMPANY ("Insurance Company"), a corporation organized under the laws of the State of Iowa, on behalf of one or more separate accounts, PRINCOR FINANCIAL SERVICES CORPORATION ("Distributor"), a corporation organized under the laws of the State of Iowa, DELAWARE VIP TRUST, an open-end management investment company organized as a statutory trust under the laws of the State of Delaware (the "Fund"); and DELAWARE DISTRIBUTORS, L.P., a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Trust (the "Fund Distributor").

SECOND AMENDMENT TO THE FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This amendment (“Amendment”) dated as of April 4, 2014, amends the Fund Participation Agreement dated as of April 26, 2010, as amended December 30, 2010, (the “Agreement”) between PRINCIPAL LIFE INSURANCE COMPANY (“Insurance Company”), a corporation organized under the laws of the State of Iowa, on behalf of one or more separate accounts, PRINCOR FINANCIAL SERVICES CORPORATION (“Distributor”), a corporation organized under the laws of the State of Iowa, DELAWARE VIP TRUST, an open-end management investment company organized as a statutory trust under the laws of the State of Delaware (the “Fund”); and DELAWARE DISTRIBUTORS, L.P., a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Trust (the “Fund Distributor”).

FIRST AMENDMENT AND JOINDER
Rule 22c-2 Shareholder Information Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

PRINCIPAL FUNDS DISTRIBUTOR, INC. ("Distributor"), on behalf of each Fund, and PRINCIP AL LIFE INSURANCE COMPANY ("Intermediary") (the "Agreement").

Second Amendment to Fund Participation Agreement
Fund Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Second Amendment is to the Fund Participation Agreement dated as of March 26, 2001, as amended (the "Agreement" or the "Participation Agreement") by and among PRINCIPAL LIFE INSURANCE COMPANY, a life insurance company organized under the Laws of the State of Iowa ("Insurance Company"), on behalf of itself and on behalf of the separate accounts listed on Exhibit B of the Agreement, PRINCOR FINANCIAL SERVICES CORPORATION, an Iowa corporation ("Princor") (collectively, Insurance Company and Princor are referred to herein as "Principal"), DREYFUS INVESTMENT PORTFOLIOS, DREYFUS VARIABLE INVESTMENT FUND, and DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. (each a "Fund" and collectively, the "Funds"). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

SECOND AMENDMENT AND JOINDER to 12b-l LETTER AGREEMENT
12b-1 Letter Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

This Second Amendment and Joinder is to the 12b-1 Letter Agreement dated March 26, 2001, as amended (the "Agreement") by and between MBSC SECURITIES CORPORATION(formerly, "DREYFUS SERVICE CORPORATION") ("Dreyfus"), PRINCIPAL LIFE INSURANCE COMPANY ("Principal Life"), and PRINCOR FINANCIAL SERVICES CORPORATION. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

THIS Amendment ("Amendment") is made as of June 1, 2007 among PRINCIPAL VARIABLE CONTRACTS FUND, INC., an open-end management investment company organized under the laws of the State of Maryland ("PVC"), PRINCIPAL FUNDS DISTRIBUTOR, INC. ("PFDI"), a principal underwriter for the shares of PVC, organized under the laws of the State of Washington, and PRINCIPAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Iowa (the "Company"), on its own behalf and on behalf of each segregated asset Account of the Company as referenced in the Agreement.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B • Iowa

PRINCIPAL LIFE INSURANCE COMPANY ("Insurance Company"), a corporation organized under the laws of the State of Iowa, on behalf of one or more separate accounts, PRINCOR FINANCIAL SERVICES CORPORATION ("Distributor"), a corporation organized under the laws of the State of Iowa, Delaware VIP Trust, an open-end management investment company organized as a statutory trust under the laws of the State of Delaware (the "Fund"); and Delaware Distributors, L.P., a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Trust (the "Fund Distributor") have entered and/or anticipate entering into one or more transactions that are or will be governed by this Agreement.

ELEVENTH AMENDMENT AND JOINDER
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

PRINCIPAL LIFE INSURANCE COMPANY ("Life Company"), PRINCOR FINANCIAL SERVICES CORPORATION ("Underwriter"), and AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) ("AVIF") (together with the Schedules, as amended from time to time, the "Agreement").

Amended and Restated Participation Agreement
Participation Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Principal Life Insurance Company (the "Company" or "you"), and Princor Financial Services Corporation, your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated November 1, 2007, and subsequently amended September 10, 2009, and August 16, 2010 (the "Agreement"). The parties now desire to amend the Agreement by this amendment (the "Amendment"). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

FIRST AMENDMENT AND JOINDER
Shareholder Information Agreement • February 23rd, 2015 • Principal Life Insurance Co Separate Account B

VAN ECK SECURITIES CORPORATION ("Van Eck") and PRINCIPAL LIFE INSURANCE COMPANY ("Intermediary") (as amended from time to time, the "Agreement").

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