EX-99.(B)(8)(H)(5) 34 partagrmt-franklinpaamdt3x.htm FRANKLIN TEMPLETON PARTICIPATION AGREEMENT AMENDMENT 3 110111 Part Agrmt - Franklin PA Amdt 3 - 110111


Amendment No. 3 to
Amended and Restated Participation Agreement
Franklin Templeton Variable Insurance Products Trust
Franklin/Templeton Distributors, Inc.
Principal Life Insurance Company Principal National Life Insurance Company Princor Financial Services Corporation


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.

AMENDMENT


For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1.
Principal National Life Insurance Company is hereby added as a party to the Agreement, consents to being added as a party to the Agreement and, as of the date of this Amendment is subject to all terms of the Agreement applicable to the Company.

2.
"Company" or "you" means Principal Life Insurance Company and Principal National Life Insurance Company, as applicable.

3.
Schedules A, B, C and G of the Agreement are deleted and replaced in their entirety with the Schedules A, B, C and G attached hereto, respectively.

4.
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.









IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of November 1, 2011.

The Trust:
FRANKLIN TEMPLETON VARIABLE INSURANCE
 
PRODUCTS TRUST
Only on behalf of
 
each Portfolio listed
By: /s/ Karen L. Skidmore
on Schedule C of
Name: Karen L. Skidmore
the Agreement
Title: Vice President
 
 
The Underwriter:
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
 
 
 
By: /s/ T. M. Regner
 
Name: Thomas Regner
 
Title: Senior Vice President
 
 
The Company:
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
 
 
The Distributor:
PRINCOR FINANCIAL SERVICES CORPORATION
 
 
 
By: /s/ Marty Richardson
 
Name: Marty Richardson
 
Title: VP Broker Dealer - Operations



2



Schedule A

The Company and its Distributor


THE COMPANY

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

Each an insurance company organized under the laws of the State of Iowa.



THE DISTRIBUTOR

Princor Financial Services Corporation
711 High Street
Des Moines, IA 50392

A corporation organized under the laws of the State of Iowa.

3



Schedule B

Accounts of the Company


Name of Account
SEC Registration
 
Yes/No
 
 
Principal Life Insurance Company Separate Account B
Yes
Principal Life Insurance Company Variable Life Separate Account
Yes
Principal National Life Insurance Company Variable Life Separate Account
Yes



4



Schedule C

Available Portfolios and Classes of Shares of the Trust


1.Franklin Income Securities Fund- Class 2
2.Franklin Rising Dividends Securities Fund - Class 2
3.Franklin Small Cap Value Securities Fund - Class 2
4.Franklin Strategic Income Securities Fund- Class 2
5.Franklin U.S. Government Fund - Class 2
6.Mutual Global Discovery Securities Fund - Class 2
7.Mutual Shares Securities Fund- Class 2
8.Templeton Developing Markets Securities Fund- Class 2
9.Templeton Foreign Securities Fund- Class 2
10.Templeton Global Bond Securities Fund - Class 2
11.Templeton Growth Securities Fund- Class 2

In addition to the Portfolios and classes of shares listed above, any additional Portfolios and classes of shares other than Class 3 shares are included in this Schedule C listing provided that:

(1)
the General Counsel of Franklin Templeton Investments receives from a person authorized by you a written notice in the form attached (which may be electronic mail or sent by electronic mail) ("Notice") identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Accounts under the Contracts; and (ii) the date that you propose to begin offering Separate Account interests investing in the additional Portfolios under the Contracts; and

(2)
we do not within ten (10) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Accounts investing in the additional Portfolios and classes of shares under the Contracts.

Provided that we do not object as provided above, your Notice shall amend, supplement and become a part of this Schedule C and the Agreement.

5



FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT
    


To:
General Counsel c/o
Linda Lai (Llai@frk.com) or Kevin Kirchoff (kkircho@frk.com)
Fax: 650 525-7059
Franklin Templeton Investments
1 Franklin Parkway
Bldg. 920, 2nd Floor
San Mateo, CA 94402

With respect to the following agreement(s) (collectively, the "Agreement") (please reproduce and complete table for multiple agreements):

Date of Participation Agreement:
 
Insurance Company(ies):
 
Insurance Company Distributor(s):
 

As provided by Schedule C of the Agreement, this Notice proposes to Franklin Templeton Variable Insurance Products Trust, and Franklin/Templeton Distributors, Inc. the addition as of the offering date(s) listed below of the following Portfolios as additional investment options listed on Schedule C:

Names and Classes of Shares of Additional Portfolios
Listing of current classes for your reference:
Class 1 (no l2b-l fee);
Class 2 (12b-l fee of 25 bps); or
Class 4 (12b-1 fee of 35 bps).
Offering Date(s)
 
 
 
 
 
 

Name and title of authorized person of insurance company:
Contact Information:

6



Schedule G

Addresses for Notices

To the Company:
Principal Life Insurance Company
Principal National Life Insurance Company
711 High Street
Des Moines, IA 50392
Attention: Charles Schneider, Counsel for Variable Insurance Products
 
 
With a copy to:
Principal Life Insurance Company
Principal National Life Insurance Company
711 High Street
Des Moines, IA 50392
Attention: Sara Wiener, Director Product Mgmt
 
 
To the Distributor:
Princor Financial Services Corporation
711 High Street
Des Moines, IA 50392
Attention: Charles Schneider, Counsel
 
 
To the Trust:
Franklin Templeton Variable Insurance Products Trust
One Franklin Parkway, Bldg. 920 2nd Floor
San Mateo, California 94403
Attention: Karen L. Skidmore, Vice President
To the Underwriter:
Franklin/Templeton Distributors, Inc.
100 Fountain Parkway, 140 7th Floor
St. Petersburg, FL 33716
Attention: Peter Jones, President
If to the Trust or Underwriter
       with a copy to:
Franklin Templeton Investments
One Franklin Parkway, Bldg. 920 2nd Floor
San Mateo, California 94403
Attention: General Counsel
 
 




7