0000009713-14-000086 Sample Contracts

Amended and Restated Participation Agreement as of November 1, 2007
Participation Agreement • October 7th, 2014 • 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 • October 7th, 2014 • 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 • October 7th, 2014 • 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").

FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • October 7th, 2014 • Principal Life Insurance Co Separate Account B • New York

Principal Life Insurance Company, Principal National Life Insurance Company (collectively "Insurance Company"), for themselves and on behalf of one or more separate accounts of the Insurance Company ("Separate Accounts"), American Funds Distributors, Inc. ("AFD"), American Funds Service Company ("Transfer Agent"), Capital Research and Management Company ("CRMC"), and the American Funds Insurance Series (the "Series"), an open-end investment company for which AFD, CRMC and Transfer Agent provide services and which is divided into funds (hereinafter collectively called the "Funds" and, individually, a "Fund"), for good and valuable consideration, hereby agree on this 1st day of May 2014, that Class 1 shares, Class 2 shares, Class 4 shares of the Funds, Class P1 Shares and Class P2 shares of the Funds (collectively, the "shares") shall be made available to serve as underlying investment media for certain variable annuity and variable life contracts (hereinafter called "Contract(s)"; holde

Amended and Restated Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc.
Participation Agreement • October 7th, 2014 • 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.

BUSINESS AGREEMENT
Business Agreement • October 7th, 2014 • Principal Life Insurance Co Separate Account B • New York

THIS AGREEMENT is entered into as of the 1st day of May, 2014 (the "Effective Date") by and among Principal Life Insurance Company ("Insurance Company"), a life insurance company organized under the laws of the State of Iowa (on behalf of itself and certain of its separate accounts); Princor Financial Services Corporation (the "Distributor"), a corporation organized under the laws of the State of Iowa; American Funds Distributors, Inc. ("AFD"), a corporation organized under the laws of the State of California; and Capital Research and Management Company ("CRMC"), a corporation organized under the laws of the State of Delaware.

PRINCIPAL VARIABLE CONTRACTS FUND, INC.
Participation Agreement • October 7th, 2014 • 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 • October 7th, 2014 • 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 • October 7th, 2014 • Principal Life Insurance Co Separate Account B
November 9, 2011
Principal Life Insurance Co Separate Account B • October 7th, 2014
Shareholder Information Agreement
Shareholder Information Agreement • October 7th, 2014 • Principal Life Insurance Co Separate Account B

This Shareholder Information Agreement ("Agreement") is entered into as of April 16, 2007, and is among Franklin/Templeton Distributors, Inc. ("Distributors") 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.

FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 7th, 2014 • 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
Amendment and Agreement • October 7th, 2014 • 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 • October 7th, 2014 • 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 • October 7th, 2014 • 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
Amendment and Agreement • October 7th, 2014 • 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 • October 7th, 2014 • 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 • October 7th, 2014 • 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
Fourth Amendment • October 7th, 2014 • 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
Principal Life Insurance Co Separate Account B • October 7th, 2014
INSTRUMENT OF ACCESSION AND AMENDMENT
Instrument of Accession And • October 7th, 2014 • 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
Assignment and Amendment • October 7th, 2014 • 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").

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PARTICIPATION AGREEMENT
Participation Agreement • October 7th, 2014 • 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.

RULE 22c-2 AGREEMENT
Rule 22c-2 Agreement • October 7th, 2014 • Principal Life Insurance Co Separate Account B • New York

This Rule 22c-2 Agreement, dated as of the date set forth below (the "Agreement"), is between Calvert Distributors, Inc. ("CDI"), as principal underwriter for each of the registered investment companies and their series within the Calvert Group of Funds other than any "excepted fund" as defined in Securities and Exchange Commission ("SEC") Rule 22c-2(b) under the Investment Company Act of 1940 (each a "Fund" and, collectively, the "Funds"), and the undersigned Company (the "Company"), a financial intermediary for purposes of Rule 22c-2 under the Investment Company Act of 1940 ("Rule 22c-2") with respect to mutual funds distributed by CDI and serviced by Calvert Shareholder Services, Inc. ("CSSI"). This Agreement supplements and does not supersede any prior agreement between CDI or CSSI and the Company, as amended from time to time, relating to the distribution and/or servicing of Shares (as defined herein) of the Funds. To the extent of any conflict between any such prior agreement and

AMENDMENT TO FUND PARTICIPATION AGREEMENT Janus Aspen Series
Fund Participation Agreement • October 7th, 2014 • Principal Life Insurance Co Separate Account B

This Amendment (the "Amendment") to the Agreement (as defined below) is made as of February 24, 2012, between Janus Aspen Series (the "Trust") and Principal Life Insurance Company and Principal National Life Insurance Company (collectively, the "Company").

FORM OF AMENDMENT TO CONSOLIDATED SERVICES AGREEMENT
Consolidated Services Agreement • October 7th, 2014 • Principal Life Insurance Co Separate Account B

This Amendment is made as of April 30, 2014, by and among Principal Life Insurance Company (“PLIC”), Principal National Life Insurance Company (“PNLIC” and PNILC, together with PLIC, the “Insurance Companies” and each an “Insurance Company”), Calvert Investment Administrative Services, Inc. (“CIAS”) and Calvert Investment Services, Inc. (“CIS” and CIS, together with CIAS, the Calvert Service Providers”, and the Calvert Service Providers, together with the Insurance Companies, the “Parties”) and amends the Consolidated Services Agreement between the Parties, made as of November 1, 2011 (the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the meaning ascribed to them in the Agreement.

THIRD AMENDMENT AND JOINDER
Participation Agreement • October 7th, 2014 • 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").

FORM OF AMENDMENT TO CONSOLIDATED FUND PARTICIPATION AGREEMENT
Consolidated Fund Participation Agreement • October 7th, 2014 • Principal Life Insurance Co Separate Account B

This Amendment is made as of April 30, 2014, by and among Principal Life Insurance Company, on behalf of one or more separate accounts (“PLIC”), Principal National Life Insurance Company, on behalf of one or more separate accounts (“PNLIC”), PRINCOR FINANCIAL SERVICES CORPORATION, a broker-dealer affiliated with PLIC and PNLIC (“PRINCOR”), CALVERT VARIABLE SERIES, INC. (“CVS”), CALVERT VARIABLE PRODUCTS, INC. (“CVP”) and CALVERT INVESTMENT DISTRIBUTORS, INC. (“CID”, and CID, together with PLIC, PNLIC, PRINCOR, CVS and CVP, the “Parties”), and amends the Consolidated Fund Participation Agreement among the parties, made as of November 1, 2011 (the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the meaning ascribed to them in the Agreement.

FIRST AMENDMENT AND JOINDER
Agreement • October 7th, 2014 • 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").

Rule 22c-2 Shareholder Information Agreement
Rule 22c-2 Shareholder Information Agreement • October 7th, 2014 • 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.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 7th, 2014 • 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.

ELEVENTH AMENDMENT AND JOINDER
Eleventh Amendment and Joinder • October 7th, 2014 • 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").

Second Amendment to Participation Agreement
Second Amendment to Participation Agreement • October 7th, 2014 • Principal Life Insurance Co Separate Account B

This AMENDMENT is made and entered into this 7th day of April, 2011, by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the "Trust"), GOLDMAN, SACHS & CO., a New York limited partnership (the "Distributor"), PRINCIPAL LIFE INSURANCE COMPANY, an Iowa life insurance company, on its own behalf and on behalf of each of its separate accounts identified in the Participation Agreement (as defined below), and PRINCOR FINANCIAL SERVICES CORPORATION (Principal and Princor are, collectively, the "Company").

Amended and Restated Participation Agreement
Participation Agreement • October 7th, 2014 • 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 • October 7th, 2014 • 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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