0000898745-11-000724 Sample Contracts

PkIRTICIPATION AGREEMENT AMONG RlFS V.4RlABLE INSURANCE TRUST, PRINCIPN, LIFE INSURANCE COMPANY AND
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Massachusetts

THlS AGREEMENT, made and entered ~ntothis 26Ih day of March, 2002, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts busmess trust (the "Trust"), PRINCIPAL LIFE INSUFL4NCE COMPANY. an Iowa corporation (the "Company") on ~t own behalf and on behalf of each of the scycgated asset accounts of the Company set forth In Schedule A hereto, as may be amended from t~meto t~me(the "Accounts"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a c corporation ("MFS").

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JANUS ASPEN SERIES FUND PAR'TICIPATION AGREEMENT (Service Shares)
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Colorado

THIS AGREEMENT is made this aday of &kgUS!-, 2 d d d , between JANUS ASPEN SERIES, an open-end management invesdent cbmpany organized as a Delaware business trust (the "Trust"), 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").

FUND PARTICIPATION AGREEMENT THIS AGREEMENT, made as of the 1st day of May, 2002, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("TRUST"), NEUBERGER BERMAN MANAGEMENT INC. ("NB MANAGEMENT"), a New York corporation, and Principal Life...
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • New York

WHEREAS, TRUST is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended ("40 Act") as an open-end, diversified management investment company; and

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

THIS SHAREHOLDER SERVICES AGREEMENT is made and entered into as of Jq?iI \ , 1999 by and between THE PRINCIPAL LIFE INSURANCE COMPANY (the "Company7?),and AMERICAN CENTURY INVESTMENTMANAGEMENT, INC. ("ACIM'7).

RULE 22c-2 AGREEMENT
Rule 22c-2 Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Agreement entered into as of April 16,2007by and between Principal Life Insurance Company (the Company) and American Century Investment Services, Inc. (the Fund Agent) with an effective date of October 16, 2007.

Mailing Address: Princor Financial Registered Representative’s Des Moines, IA 50392-0200 Services Corporation Agreement
Registered Representatives Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Iowa

This Registered Representatives Agreement (“Agreement”) by and between Princor Financial Services Corporation ("Princor") and

05~&'/200215:49 F.4X 8163404964 AMERICAN CENTURY AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT This amendment (the "Amendment") is made and entered into as of May 1,2001, by and among American Century Investment Management, Inc. (''ACJM"' and Principal...
Shareholder Services Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

Shareholder Services Agreement (the "Agreement7')entered into by the parties as of April 1, 1999. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

YEARLY RENEWABLE TERM REINSURANCE AGREEMENT Effective as of MM DD, YYYY
Reinsurance Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Iowa
AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as of May 1,2002,by and among Putnam Variable Trust, Putnam Retail Management, LP (ma Putnam Mutual Funds Corp.,) and Principal Life Insurance Company (collectively7the "parties") in order to modify that certain Participation Agreement (the "Agreement") entered into by the parties as of May 1, 1998.

AMENDMENT NO. I TO PARTICIPATION AGREEMENT Effective as of January 1, 2008
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

The Participation Agreement dated December 15, 2004 by and among Principal Life Insurance Company, an Iowa life insurance company ("Insurer"); Princnr Financial Services Corporation, {"Contracts Distributor"), the principal underwriter with respect to the contract

AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

WHEREAS, the Company and ACIM are parties to a certain Shareholder Services Agreement dated April 1, 1999 and amended May 1,2000(the "Agreement"), in which the Coinpany offers to the public certain variable annuity contracts and variable life insurance contracts (the "Contracts");

RULE 22~-2 AGREEMENT
Rule 22c-2 Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Agreement entered into as of April 16,2007by and between Principal Life InsuranceCompany (the Company) and Neuberger Berman Advisers ManagementTrust (the Fund) with an effective date of October 16,2007.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as of January 8, 2003 by and among Principal Life Insurance Company. an Iowa corporation (the "Company"). MFS VARIABLE INSURANCE TRUST. a Massachusetts business trust (the "Trust") and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS") (Trust: MFS. and Company collectively. the "Parties") in order to modify that certain Participation Agreement entered into by the Parties as of May 17,2002 (the "Agreement").

SECOND AMENDMENT dated as of May 1,2011 to the SERVICE AGREEMENT dated as of November 28, 2007 among VAN ECK SECURITIES CORPORATION PRJNCIPAL LIFE INSURANCE COMPANY and
Service Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

The parties have previously entered into the Agreement and have now agreed to amend the Agreement by the terms of this Second Amendment (this "Second Amendment").

AMENDMENT TO FUND PARTICIPATION AGREEMENT (SERVICE SHARES) This amendment (the "Amendment7') is made and entered into as of September 3, 2002,
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

by and among Janus Aspen Series and Principal Life Insurance Company (collectively, the "parties") in order to modify that certain Fund Participation Agreement (the "Agreement") entered into by the parties as of August 25,2000.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as of ,2004,by and among Principal Life Insurance Company, an Iowa corporation (the "Company7'), MFS VARIABLE

4th AMENDMENT TO PARTICIPATION AGREEMEN T
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

Pursuant to the Participation Agreement, made and entered into as of the 26th day of March, 2002, as amended May 17, 2002, November 1, 2005, and May 1, 2007 (the "Participation Agreement"), by and among Principal Life Insurance Company, MFS Variable Insurance Trust and Massachusetts Financial Services Company (collectively, the "Parties"), the Parties do hereby agree to amend and restate Schedule A of the Participation Agreement as attached hereto and incorporated herein by reference .

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as of September 3, 2002 by and among Neuberger Berman Advisers Management Trust ("Trust"), Neuberger Berman Management Inc. ("NBMI"), and Principal Life Insurance Company ("Life Company") ( Trust, NBMI, and Life Company collectively, the "Parties") in order to modify that certain Fund Participation Agreement entered into by the Parties as of May 1, 2002 (the "Agreement").

J A N U S C A P I T A L Group August 14,2006 Principal Life Insurance Company Attn: Mark A. Stark P.O. Box 9397 Des Moines, IA 50306-9397
Distribution Agreements • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

Re: Action Requested - Distribution, Shareholder Servicing, Administrative Servicing and FundlSERV Agreements relating to Janus Adviser Series, Janus Aspen Series andlor Janus Investment Fund.

AMENDMENT TO FUND PARTICIPATION AGREEMENT This amendment (the "Amendment") is made and entered into as of October 16, 2001, by and among Janus Aspen Series and Principal Life Insurance Company (collectively,
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

the "parties") "Agreement") in order to modifi that certain Fund Participation Agreement (the entered into by the parties as of August 28,2000.

AMENDMENT TO FUND PARTICIPATION AGREEMENT ! k. [,4 (pg;ht77 >)
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as of April 1,2001, by and among Janus Aspen Series and Principal Life Insurance Company (collectively, the "parties") in order to modify that certain Fund Participation Agreement (the "Agreement") entered into by the parties as of August 28,2000.

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AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as of September 3. 2002 by and among Principal Life Insurance Company, an Iowa corporation (the "Company"), MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust") and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS") (Trust. MFS. and Company collectively, the "Parties") in order to modify that certain Participation Agreement entered into by the Parties as of May 17,2002 (the "Agreement").

AMENDMENT TO FUND PARTICIPATION AGREEMENT (SERVICE SHARES )
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Amendment (the "Amendment") is made and entered into as of and among Janus Aspen Series and Principal Life Insurance Company 't 2007, by the "parties") in

TO FUND PARTICIPATION AGREEMENT (SERVICE SHARES)
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as ofJanuary 8, 2003, by and among Janus Aspen Series and Principal Life Insurance Company (collectively, the "parties") in order to modify that certain Fund Participation Agreement (the "Agreement") entered into by the parties as of August 28, 2000.

AMENDMENT NO. 4 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

WHEREAS, the Company, ACIM and ACIS are parties to a certain Shareholder ServicesAgreement dated April 1, 1999 as amended May 1,2000,May 1,2002 and May I, 2004 (the "Agreement"), in which the Company offers to the public certain variable annuity contracts and variable life insurance contracts (the "Contracts");

AMENDMENT #1 TO P ARTICIPATlON AGREEMENT
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

THIS AMENDMENT #1 is entered into on April 24,2009, to be effective on May 1,2009, to that certain Participation Agreement dated November 28, 2007, among PRINCIPAL LIFE INSURANCE

RULE 22c-2 AGREEMENT
Rule 22c-2 Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Rule 22c-2 Agreement is entered into by and between Putnam Fiduciary Trust Company ("PFTC"), transfer agent, dividend-disbursing agent and shareholder servicing agent for the Fund, Putnam Retail Management Limited Partnership ("PRM), underwriter and distributor of the Fund, and Principal Life Insurance Company ("Intermediary").

AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

Pursuant to the Participation Agreement, made and entered into as of the 26th day of March, 2402, as amended (the "Participation Agreement"), by and among Principal Life Insurance Company, MFS Variable Insurance Trust and Massachusetts Financial Services Company (collectively, the "Parties"), the Parties do hereby agree to amend and restate Schedule A of the Participation Agreement as attached hereto and incorporated herein by reference .

RULE 32c-2 SHAREHOLDER INFORMATION AGREEMENT WHEREAS, MFD is the principal underwriter for the MFS funds; WHEREAS, the lntermediary offers or otherwise makes available the MFS funds to or for clients of intermediary;
Shareholder Information Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

WHEREAS, Rule 22c-2 under the Investment Company Act of 1940 ("Rule 22c-2") effectively requires MFD or each MFS fund to enter into a shareholder information agreement with each "financial intermediary", as that tern1 is defined in Rule 22c-2; and

DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT Service Shares of Janus Aspen Serie s (for Insurance Companies)
Distribution Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Colorado

This Agreement is made as of q u v"? K 26N by and between Janus Distributors, Inc . (the "Distributor"), a Colorado corporation, d Principal Life Insurance Comp any (the "Comp any"), an Iowa corporation .

October 25,2004 Principal Life Insurance Company 71 1 High Street Des Moines, IA 50392-0300 Attn: Sarah Pitts, Counsel Re: Advisers Management Trust Distribution and Administrative Services Agreement Dear Ms. Pitts:
Distribution and Administrative Services Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This is a Distribution and Administrative Services Agreement between Neuberger Berman Management Inc. ("NRMI") and Principal Life Insurance Company ("Principal Life") and Princor Financial Services Corporation ("Princor") (together, Principal Life and Princor are the "Company"), effective as of the 15th day of September, 2004 (the "Services Agreement"). Principal Life is a life insurance company and Princor is a broker-dealer that is affiliated with Principal Life and serves as the principal undenvriter for variable annuity andlor variable life insurance contracts issued by Principal Life.

3rd AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

Pursuant to the Partici~ationAzreement. - made and entered into as c~fthe 26th day of March, 2002, as amended May 17, 2002 and November 1, 2005 (the "Participation Agreement"), by and among Principal Life Insurance Company, MFS Variable Insurance Trust and Massachusetts Financial Services Company (collectively, the "Parties"), the Parties do hereby agree to amend and restate Schedule A of the Participation Agreement as attached hereto and incorporated herein by reference.

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as of January 6, 2003 by and among Neuberger Berman Advisers Management Trust ("Trust"), Neuberger Berman Management Inc. ("NBMI"), and Principal Life Insurance Company ("Life Company") ( Trust, NBMI, and Life Company collectively, the "Parties") in order to modify that certain Fund Participation Agreement entered into by the Parties as of May 1, 2002 (the "Agreelnent7').

AMENDMENT TO FUND PARTICIPATION AGREEMENT (SERVICE SHARES)
Fund Participation Agreement • October 19th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This amendment (the "Amendment") is made and entered into as of May 1,2002,by and among Janus Aspen Series and Principal Life Insurance Company (collectively, the "parties")in order to modify that certain Fund Participation Agreement (the "Agreement") entered into by the parties as of August 28,2000.

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