0001144204-13-008876 Sample Contracts

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED DISTRIBUTION PLAN AND AGREEMENT CLASS 2 SHARES
Distribution Plan and Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc

DISTRIBUTION PLAN AND AGREEMENT made as of May 15, 2012, by and between PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., a Maryland corporation (the "Fund"), and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (the "Underwriter").

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FORM OF PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc

AGREEMENT to be effective the ___th day of __________, 2013, 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").

FORM OF PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc

AGREEMENT made this ____ day of __________, 2013 by and between Principal Variable Contracts Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. SUB-ADVISORY AGREEMENT MELLON CAPITAL MANAGEMENT CORPORATION SUB-ADVISED SERIES
Sub-Advisory Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc • Iowa

AGREEMENT executed as of the 15th day of May, 2012, by and between PRINCIPAL MANAGEMENT CORPORATION, an Iowa Corporation (hereinafter called "the Manager") and MELLON CAPITAL MANAGEMENT CORPORATION, a Delaware Corporation (hereinafter called "the Sub-Advisor").

CUSTODY AGREEMENT
Custody Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc • New York

AGREEMENT, dated as of November 11, 2011, between Principal Funds, Inc. (f/k/a Principal Investors Fund, Inc.), a corporation organized and existing under the laws of the State of Maryland having its principal office and place of business at 711 High Street, Des Moines, Iowa 50392-0870 (the "Fund") and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 ("Custodian").

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Principal Variable Contracts • February 14th, 2013 • Principal Variable Contracts Funds Inc • Iowa

AGREEMENT executed as of the 1st day of April, 2012, by and between PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called "the Manager"), and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland, (hereinafter called "the Sub-Advisor").

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