EX-99.H PARTIC AGREE 32 d12-pvcamn3pa.htm d12-pvcamn3pa.htm - Generated by SEC Publisher for SEC Filing

THIRD AMENDMENT AND JOINDER

  dated as of November 1, 2011
to the

  PARTICIPATION AGREEMENT

  dated January 5, 2007
among

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

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”).

Accordingly, in consideration of the mutual agreements contained in this Amendment, the parties agree as follows:

1.      Amendment of the Agreement
(a)      Joinder. Principal National Life Insurance Company shall be an additional party to the Agreement as of the date of this Amendment. All references in the Agreement to the “Company” shall mean Principal National Life Insurance Company and/or Principal Life Insurance Company, as applicable.
(b)      Consent. Principal National Life Insurance Company agrees to be bound by all of the terms, provisions and conditions contained in the Agreement as of the date of this Amendment.
(c)      Notices. Article VII of the Agreement is amended by adding contact information for Principal National Life Insurance Company and changing the contact information for the Company as follows:

If to Principal Life Insurance Company:

Sara Wiener, Director – Product Management Principal Life Insurance Company 711 High Street Des Moines, IA 50392

with a copy to:

  Charles Schneider, Counsel
Principal Life Insurance Company
711 High Street
Des Moines, IA 50392

If to Principal National Life Insurance Company:

Sara Wiener, Director – Product Management

@BCL@900C2183.doc

1



  Principal National Life Insurance Company
711 High Street
Des Moines, IA 50392

  with a copy to:

Charles Schneider, Counsel
Principal National Life Insurance Company
711 High Street
Des Moines, IA 50392

(d)      Schedule A. Schedule A is amended and restated in its entirety and replaced with the Schedule A attached hereto.
2.      Representations

Each party represents to the other party in respect of the Agreement, as amended pursuant to this Amendment, that all representations made by it pursuant to the Agreement are true and accurate as of the date of this Amendment.

3.      Miscellaneous
(a)      Entire Agreement; Restatement.
  (i)      This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.
  (ii)      Except for any amendment to the Agreement made pursuant to this Amendment, all terms and conditions of the Agreement will continue in full force and effect in accordance with its provisions on the date of this Amendment. References to the Agreement will be to the Agreement, as amended by this Amendment.
(b)      Amendments. No amendment, modification or waiver in respect of the matters contemplated by
  this      Amendment will be effective unless made in accordance with the terms of the Agreement.
(c)      Counterparts. This Amendment may be executed and delivered in counterparts (including by
  facsimile      transmission), each of which will be deemed an original.
(d)      Headings. The headings used in this Amendment are for convenience of reference only and are
  not      to affect the construction of or to be taken into consideration in interpreting this Amendment.

@BCL@900C2183.doc

2



IN WITNESS WHEREOF the parties have executed this Amendment with effect from the date specified first on the first page of this Amendment.

PRINCIPAL FUNDS DISTRIBUTOR, INC.

By: /s/ Mike Beer Name: Mike Beer

Title: Executive Vice President

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.

By: /s/ Mike Beer Name: Mike Beer

Title: Executive Vice President

PRINCIPAL MANAGEMENT CORPORATION

By: /s/ Mike Beer Name: Mike Beer

Title: Executive Vice President

 

PRINCIPAL LIFE INSURANCE COMPANY

By: /s/ Sara Wiener Name: Sara Wiener

Title: Director Product Management

PRINCIPAL NATIONAL LIFE INSURANCE COMPANY

By: /s/ Sara Wiener Name: Sara Wiener

Title: Director Product Management

 

@BCL@900C2183.doc

3



  SCHEDULE A

dated as of November 1, 2011
to the

PARTICIPATION AGREEMENT

  dated January 5, 2007

Separate Accounts, Associated Contracts, Available Share Classes and Funds

Name of Separate Account  Contracts Funded by  PVC Share Class 
  Separate Account  Available to Separate 
    Account 
Principal Life Insurance Company  All Contracts  All share classes 
Separate Account B     
Principal Life Insurance Company  All Contracts  All share classes 
Variable Life Separate Account     
Principal National Life Insurance Company  All Contracts  All share classes 
Variable Life Separate Account     

 

@BCL@900C2183.doc

4