Amendment No. 2 to Participation Agreement
This Amendment to the Participation Agreement (“Agreement”) by and among
Principal Life Insurance Company (“Company”), on behalf of itself and certain of its
separate accounts, Princor Financial Services Corporation (“Contracts Distributor”),
AllianceBernstein L.P. (formerly Alliance Capital Management L.P.) (“Adviser”), the
investment adviser of the AllianceBernstein Variable Products Series Fund, Inc.
(“Fund”), and AllianceBernstein Investments, Inc. (formerly AllianceBernstein
Investment Research and Management, Inc.) (“Distributor”) is made and entered into
effective as of May 1, 2011. All capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to such terms in the Agreement.
WHEREAS, the Company, Contracts Distributor, Adviser and Distributor have
entered into the Agreement dated as of December 15, 2004, and
WHEREAS, the Company, Contracts Distributor, Adviser and Distributor desire
to amend the Agreement as follows:
Should the Fund and the Insurer desire to distribute the prospectuses of the
portfolios within the Fund pursuant to Rule 498 of the Securities Act of 1933 (“Rule
498”), the roles and responsibilities for complying with Rule 498 and other applicable
laws are set forth as follows.
1.	For purposes of this Amendment, the terms Summary Prospectus and
	Statutory Prospectus shall have the same meaning as set forth in Rule 498.
2.	The Fund shall provide the Company with copies of the Summary
	Prospectuses and any Supplements thereto in the same manner and at the same
	times as the Participation Agreement requires that the Fund provide the
	Company with Statutory Prospectuses.
3.	The Fund and/or the Adviser/Distributor shall be responsible for compliance
	with Rule 498(e).
4.	The Adviser and Distributor each represents and warrants that the Summary
	Prospectuses and the hosting of such Summary Prospectuses will comply with
	the requirements of Rule 498 applicable to the Fund and its Portfolios.
5.	The Adviser and Distributor each agrees that the URL indicated on each
	Summary Prospectus will lead contract owners directly to the web page used
	for hosting Summary Prospectuses, that such web page will contain the
	current Fund documents required to be posted in compliance with Rule 498.
6.	The Adviser and Distributor represent and warrant that they will be
	responsible for compliance with the provisions of Rule 498(f)(1) involving
	contract owner requests for additional Fund documents made directly to the
	Fund, the Adviser or one of their affiliates.

7.	The Company represents and warrants that it will respond to requests for
	additional Fund documents made by contract owners directly to the Company
	or one of its affiliates.
8.	Company represents and warrants that any bundling of Summary Prospectuses
	and Statutory Prospectuses will be done in compliance with Rule 498.
9.	The Company represents and warrants that it will comply with the provisions
	of Rule 498 (c)(1) and (f)(2).
10. If the Fund determines that it will end its use of the Summary Prospectus
	delivery option, the Fund and the Adviser will provide the Company with at
	least 60 days’ advance notice of its intent.
11. The parties agree that all other provisions of the Participation Agreement,
	including the Indemnification provisions, will apply to the terms of this
	Amendment, as applicable.
12. The parties agree that the Company is not required to distribute Summary
	Prospectuses to its contract owners, but rather use of the Summary Prospectus
	will be at the discretion of the Company. The Company agrees that it will
	give the Fund and the Adviser sufficient notice of its intended use of the
	Summary Prospectuses or the Statutory Prospectus.

	IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed in its name and behalf by its duly authorized officer.
Dated as of May 1, 2011.
AllianceBernstein L.P.
By:	/s/ Emilie Wrapp
	Secretary
AllianceBernstein Investments, Inc.
By:	/s/ Daniel N. Otto
	Assistant Secretary
Principal Life Insurance Company
By:	/s/ Sara Wiener
	Director - Product Management
Princor Financial Services Corporation
By:	/s/ Mike Beer
	President