AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, PRINCIPAL LIFE INSURANCE COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY

AMENDMENT NO. 1 TO

PARTICIPATION AGREEMENT

AMONG

MFS VARIABLE INSURANCE TRUST,

PRINCIPAL LIFE INSURANCE COMPANY

AND

MASSACHUSETTS FINANCIAL SERVICES COMPANY 

THIS AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT dated
March 26, 2002, made and entered into this 17th day of May, 2002, by and among MFS
VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust"), PRINCIPAL
LIFE INSURANCE COMPANY, an Iowa corporation (the "Company") on its own behalf and on
behalf of each of the segregated asset accounts of the Company set forth in Schedule A to the
Participation Agreement, as may be amended from time to time (the "Accounts"), and
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS").
Defined terms have the same meaning as in the Participation Agreement.
WHEREAS, the Participation Agreement provides that the Company will place purchase,
redemption and exchange orders for shares of the Portfolios;
WHEREAS, the Company has engaged Delaware Charter Guarantee & Trust Company
("Trustar") on its behalf to place purchase, redemption and exchange orders for shares of the
Portfolios;
WHEREAS, the Trust and MFS agree to accept such orders placed by Trustar, subject to
the terms of this Amendment;
NOW, THEREFORE, in consideration of their mutual promises, the Trust, MFS
and the Company agree as follows:
1.	Placement of Orders -- The Trust and MFS will accept purchase,
	redemption and exchange orders for shares of the Portfolios placed by
	Trustar on behalf of the Company pursuant to the terms of the Agreement
	as if those orders had been placed directly by the Company.
2.	Company Responsibility -- The Company shall assume responsibiljty for
	the acts and omissions of Trustar in placing such orders and otherwise for
	its activities undertaken on the Company's behalf to the same extent as if
	those acts were committed or omitted by the Company directly, and shall
	provide indemnification for such acts and omissions in accordance with
	Section 8.1 of the Agreement.

3.	Miscellaneous -- This Amendment shall be construed and the provisions hereof
	interpreted under and in accordance with the laws of The Commonwealth of
	Massachusetts. This Amendment may be executed simultaneously in one or
	more counterparts, each of which taken together shall constitute one and the
	same instrument. A copy of the Trust's Declaration of Trust is 011 file with the
	Secretary of State of The Commonwealth of Massachusetts. The Company
	acknowledges that the obligations of or arising out of this instrument are not
	binding upon any of the Trust's trustees, officers, employees, agents or
	shareholders individually, but are binding solely upon the assets and property of
	the Trust in accordance with its proportionate interest hereunder. The Company
	further acknowledges that the assets and liabilities of each Portfolio are separate
	and distinct and that the obligations of or arising out of this instrument are
	binding solely upon the assets or property of the Portfolio on whose behalf the
	Trust has executed this instrument. The Company also agrees that the
	obligations of each Portfolio hereunder shall be several and not joint, in
	accordance with its proportionate interest hereunder, and the Company agrees not
	to proceed against any Portfolio for the obligations of another Portfolio.
IN WITNESS WHEREOF. each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and its seal to be
hereunder affixed hereto as of the date specified above.