0000898745-11-000809 Sample Contracts

PARTICIPATION AGREEMENT Among PUTNAM VARIABLE TRUST
Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Massachusetts

THIS AGREEMENT, made and entered into as of this 1st day of November, 2011, among PRINCIPAL NATIONAL LIFE INSURANCE COMPANY (the "Company"), an Iowa corporation, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PUTNAM VARIABLE TRUST (the "Trust"), a Massachusetts business trust, and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP (the "Underwriter"), a Massachusetts limited partnership.

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PARTICIPATION AGREEMENT Among
Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Massachusetts

THIS AGREEMENT, made and entered into as of the 2nd day of December, 2011 by and among PRINCIPAL NATIONAL LIFE INSURANCE COMPANY (hereinafter the "Company"), an Iowa corporation, 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 such account hereinafter referred to as the "Account"); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS V, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund").

FIRST AMENDMENT dated as of November 1, 2011 to the RULE 22-c2 AGREEMENT dated as of April 16, 2007 between
Principal National Life Insurance Co Variable Life Separate Account • December 9th, 2011

PRINCIPAL LIFE INSURANCE COMPANY (the “Company”), and AMERICAN CENTURY INVESTMENT SERVICES, INC. (the “Fund Agent”) (the “Agreement”).

SECOND AMENDMENT AND JOINDER
Service Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

VAN ECK SECURITIES CORPORATION (the “Distributor”), PRINCIPAL LIFE INSURANCE COMPANY (the “Company”), and PRINCOR FINANCIAL SERVICES CORPORATION (“Princor”) (together with the Exhibits, as amended from time to time, the “Agreement”).

FIRST AMENDMENT AND JOINDER
Master Administrative Services Agreement • December 9th, 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 First Amendment and Joinder (this “Amendment”).

FIRST AMENDMENT to the RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This First Amendment (this “Amendment”) is to the Rule 22c-2 Shareholder Information Agreement entered into as of April 16, 2007 (the “Agreement”), by and between MFS Fund Distributors, Inc. (“MFD”) and Principal Life Insurance Company (“Intermediary”), and is effective as of November 1, 2011.

AMENDMENT NO. 11 TO PARTICIPATION AGREEMENT
Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

Pursuant to the Participation Agreement made and entered into the 26th day of March 2002, by and among MFS Variable Insurance Trust, Principal Life Insurance Company, and Massachusetts Financial Services Company, as amended (the “Agreement”), the parties hereby agree as follows:

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Iowa

PRINCIPAL NATIONAL 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.

FIRST AMENDMENT AND JOINDER dated as of November 1, 2011 to the SHAREHOLDER INFORMATION AGREEMENT dated as of November 28, 2007 between
Shareholder Information Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

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

AMENDMENT TO RULE 22c-2 AGREEMENT (Janus Aspen Series)
Rule 22c-2 Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Amendment (“Amendment”) is to the Rule 22c-2 Agreement by and among Janus Distributors LLC, Janus Services LLC and Janus Aspen Series (collectively, the “Fund”) and Principal Life Insurance Company (the “Company”) and is entered into as of November 1, 2011.

CONSOLIDATED SERVICES AGREEMENT
Consolidated Services Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Maryland

("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") mutually agree to the arrangements set forth in this Services Agreement (the "Agreement") dated as of November 1, 2011. Capitalized terms used and not defined in this Agreement have the meaning assigned thereto in the Participation Agreement (as defined below).

SECOND AMENDMENTAND JOINDER
Second Amendmentand Joinder • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

VAN ECK VIP TRUST (Wa VAN ECK WORLDWIDE INSURANCE TRUST) (the "Fund"), VAN ECK SECURITIES CORPORATION (the b'Underwriter"), VAN ECK ASSOCIATES CORPORATION (the "Adviser"), and PRINCIPAL LIFE INSURANCE COMPANY (the "Company") (together with the Schedules, as amended from time to time, the "Agreement").

SIXTH AMENDMENT AND JOINDER dated as of November 1, 2011 to the SHAREHOLDER SERVICES AGREEMENT dated as of April 1, 1999 among
Shareholder Services Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

PRINCIPAL LIFE INSURANCE COMPANY (the “Company”), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”), and AMERICAN CENTURY INVESTMENT SERVICES, INC. (“ACIS”) (together with the Schedule and Exhibits, as amended from time to time, the “Agreement”).

THIRD AMENDMENT AND JOINDER
Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

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

AMENDMENT TO ADMINISTRATIVE SERVICES LETTER AGREEMENT (Service Shares)
Administrative Services Letter Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Amendment (“Amendment”) is to the Administrative Services Letter Agreement by and among Janus Capital Management LLC (the “Adviser”) and Principal Life Insurance Company (the “Company”) and is entered into as of November 1, 2011.

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Amendment to the Participation Agreement, by and among Oppenheimer Variable Account Funds (the "Funds"), OppenheimerFunds, Inc. ("Fund Party"), Principal Life Insurance Company and Princor Financial Services Corporation (collectively referred to herein as the "Company"), is dated November 9, 2011, and effective as of December 1, 2011.

SECOND AMENDMENT AND JOINDER
Administrative Services Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

WHEREAS, on March 31, 2008, A I M Advisors, Inc. was renamed Invesco Aim Advisors, Inc. Effective April 30, 2010, Invesco Aim Advisors, Inc. was renamed Invesco Advisers, Inc.

CONSOLIDATED FUND PARTICIPATION AGREEMENT
Consolidated Fund Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Agreement is entered into as of the 1st day of November, 2011, among PRINCIPAL LIFE INSURANCE COMPANY, on behalf of one or more separate accounts, a life insurance company organized under the laws of the State of Iowa ("PLIC"), PRINCIPAL NATIONAL LIFE INSURANCE COMPANY, on behalf of one or more separate accounts, a life insurance company organized under the laws of the State of Iowa ("PNLIC"), PRINCOR FINANCIAL SERVICES CORPORATION, a broker-dealer affiliated with PLIC and PNLIC

Amendment No. 1 to Administrative Services Letter Agreement between OppenheimerFunds, Inc. and Principal Life Insurance Company
Administrative Services Letter Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Amendment No. 1 to the Administrative Services Letter Agreement (this "Amendment") by and between OppenheimerFunds, Inc., and Principal Life Insurance Company is dated November 9, 2011, and effective as of December 1, 2011.

FIRST AMENDMENT AND JOINDER
Principal National Life Insurance Co Variable Life Separate Account • December 9th, 2011

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

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

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.

AMENDMENT TO DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT Service Shares of Janus Aspen Series (for Insurance Companies)
Distribution and Shareholder Services Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Amendment (“Amendment”) is to the Distribution and Shareholder Services Agreement by and among Janus Distributors LLC (the “Distributor”) and Principal Life Insurance Company (the “Company”) and is entered into as of November 1, 2011.

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ELEVENTH AMENDMENT AND JOINDER
Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

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”).

FIRST AMENDMENT AND JOINDER
2 Agreement • December 9th, 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 First Amendment and Joinder (this “Amendment”).

FIRST AMENDMENT TO MARKETING AND ADMININISTRATIVE SERVICES AGREEMENT
Services Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

THIS FIRST AMENDMENT TO MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT dated as of November 1, 2011 (this “Amendment”), is made by and among Putnam Retail Management Limited Partnership (“Distributor”), Principal National Life Insurance Company (“Principal National”), and Principal Life Insurance Company (“Firm”) and amends that certain Marketing and Administrative Services Agreement dated as of April 1, 2011 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

RULE 22c-2 AGREEMENT
22c-2 Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Rule 22c-2 Agreement is entered into as of November 1, 2011, by and among Putnam Investor Services, Inc. (“PSERV”), 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 National Life Insurance Company (“Intermediary”).

ADMINISTRATIVE SERVICES AGREEMENT dated as of November 1, 2011
Administrative Services Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account • Iowa

PRINCIPAL NATIONAL 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 AND JOINDER
Principal National Life Insurance Co Variable Life Separate Account • December 9th, 2011

PRINCIPAL LIFE INSURANCE COMPANY (the “Company”) and AIM INVESTMENT SERVICES, INC. (the “Fund”) (as amended from time to time, the “Agreement”).

THIRD AMENDMENT AND JOINDER dated as of November 1, 2011 to the PARTICIPATION AGREEMENT dated as of December 15, 2004 among PRINCIPAL LIFE INSURANCE COMPANY (“Company”), PRINCOR FINANCIAL SERVICES
Participation Agreement • December 9th, 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 Third Amendment and Joinder (this “Amendment”).

PARTICIPATIONAGREEMENT Among OPPENHEIMERVARIABLEACCOUNTFUNDS, OPPENHEIMERFUNDS, INC. and PRINCIPAL LIFEINSURANCECOMPANY AND PRINCORFINANCIAL SERVICES CORPORATION
Principal National Life Insurance Co Variable Life Separate Account • December 9th, 2011

THISAGREEMENT(the"Agreement"),madeandenteredintoasofthedayof December 21,2007 byandamongPrincipalLife InsuranceCompany ("Principal")on itsownbehalfand onbehalfofeach separate account oftheCompanynamedin Schedule 1tothis Agreement,asmay beamendedfromtimetotimebymutual consent(hereinaftercollectivelythe"Accounts"),and Princor Financial Services Corporation,("Princor"),a broker-dealeraffiliatedwithPrincipal, (PrincipalandPrincorcollectively arehereinafterreferredto asthe "Company")andOppenheimer Variable AccountFunds(hereinafter the"Fund")and OppenheimerFunds, Inc.(hereinafter the"Adviser").

AMENDMENT TO FUND PARTICIPATION AGREEMENT (Service Shares)
Fund Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This Amendment (“Amendment”) is to the Fund Participation Agreement by and among Janus Aspen Series, an open-end management investment company organized as a Delaware statutory trust (the “Trust”), and Principal Life Insurance Company, a life insurance company organized under the laws of the State of Iowa (the “Company”) and is entered into as of November 1, 2011.

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

This AMENDMENT (this “Amendment”) is made and entered into as of the 2nd day of December, 2011 by and among PRINCIPAL NATIONAL LIFE INSURANCE COMPANY (the “Company”), an Iowa corporation; FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE

FIRST AMENDMENT AND JOINDER
Principal National Life Insurance Co Variable Life Separate Account • December 9th, 2011

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

AMENDMENT NO. 5 TO SHAREHOLDER SERVICES AGREEMENT THIS AMENDMENT NO. 5 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

(“Amendment”), effective as of June 1, 2011, is entered into by and among PRINCIPAL LIFE INSURANCE COMPANY (the “Company”), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”), and AMERICAN CENTURY INVESTMENT SERVICES, INC.

FIRST AMENDMENT AND JOINDER
Distribution and Administrative Services Agreement • December 9th, 2011 • Principal National Life Insurance Co Variable Life Separate Account

NEUBERGER BERMAN MANAGEMENT INC. (“NBMI”), PRINCIPAL LIFE INSURANCE COMPANY (“Principal Life”) and PRINCOR FINANCIAL SERVICES CORPORATION (“Princor”) (together, Principal Life and Princor are the “Company”) (the “Agreement”).

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