filingbody112309.htm - Generated by SEC Publisher for SEC Filing

485APOS 1 filingbody112309.htm 485 A FILING - IPVA filingbody112309.htm - Generated by SEC Publisher for SEC Filing

Registration No. 333-116220

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment

Post-Effective Amendment No. 14

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 127

(Check appropriate box or boxes)

Principal Life Insurance Company Separate Account B

--------------------------------------------------------------------------------

(Exact Name of Registrant)

Principal Life Insurance Company

--------------------------------------------------------------------------------

(Name of Depositor)

The Principal Financial Group, Des Moines, Iowa 50392

--------------------------------------------------------------------------------

(Address of Depositor's Principal Executive Offices) (Zip Code)

(515) 248-3842

-------------------------------------------------------------------------------

Depositor's Telephone Number, including Area Code

M. D. Roughton,

The Principal Financial Group, Des Moines, Iowa 50392

--------------------------------------------------------------------------------

(Name and Address of Agent for Service)

Title of Securities Being Registered: Principal Investment Plus Variable Annuity^SM Contract

It is proposed that this filing will become effective (check appropriate box)

_____ immediately upon filing pursuant to paragraph (b) of Rule 485

____ on May 1, 2009 pursuant to paragraph (b) of Rule 485

__X_ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

_____ on (date) pursuant to paragraph (a)(1) of Rule 485

_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485

_____ on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

_____ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Explanatory Note

This registration statement incorporates by reference the prospectus (the “Prospectus”) and statement of additional information, each dated May 1, 2009, included in Post-Effective Amendment No. 12 to the registration statement on Form N-4 (File Nos. 333-116220 and 811-02091) filed on May 1, 2009 pursuant to paragraph (b) of Rule 485.

The registration statement also incorporates by reference the supplement to the Prospectus dated May 1, 2009, as filed on May 7, 2009 pursuant to Rule 497.

The registration statement also incorporates by reference the supplement to the Prospectus dated May 1, 2009, as filed on June 11, 2009 pursuant to Rule 497.

The registration statement also incorporates by reference the supplement to the Prospectus dated September 30, 2009, as filed on September 30, 2009 pursuant to Rule 497.

SUPPLEMENT DATED DECEMBER ____, 2009

TO THE PROSPECTUS FOR

PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY

DATED MAY 1, 2009

Effective December ___, 2009, this supplement updates information in the prospectus dated May 1, 2009 for Principal Investment Plus Variable Annuity issued by Principal Life Insurance Company (“we”, “us”, “our”) as supplemented on May 7, 2009, June 11, 2009, and September 30, 2009. This supplement should be read in its entirety and kept together with your prospectus for future reference. If you would like another copy of the prospectus, write us at Principal Financial Group, P.O. Box 9382, Des Moines, Iowa 50306-9382 or call us at 1-800-852-4450 to request a free copy. Certain terms used in this supplement have special meanings. If a term is not defined in this supplement, it has the meaning given to it in the prospectus.

1. Under the “Optional Riders” chart on page 9, please replace the GMWB 1, GMWB 2-SL and GMWB 2-SL/JL rider charges with the following:

GMWB 1 Rider⁽⁶⁾

· Maximum annual charge

· Current annual charge⁽⁷⁾

· 0.85%

· 0.80%

GMWB 2-SL Rider⁽⁸⁾

· Maximum annual charge

· Current annual charge⁽⁹⁾

· 1.00%

· 0.95%

GMWB 2-SL/JL Rider⁽⁸⁾

· Maximum annual charge⁽¹⁰⁾

· Current annual charge⁽¹¹⁾

· 1.65%

· 0.95%

2. Please delete footnotes 6, 7, and 8 on Page 11 and insert the following:

⁽⁶⁾ At the end of each calendar quarter, one-fourth of the annual charge is multiplied by the average quarterly Investment Back remaining withdrawal benefit base. See Charges for Rider Benefits – GMWB 1 (Investment Protector Plus) Rider for more information on how the rider charge is calculated.

⁽⁷⁾ A 0.60% annual charge is assessed if the rider application was signed before February 16, 2009 and no GMWB Step-Up has occurred. A 0.80% annual charge is assessed if the rider application was signed before February 16, 2009 and a GMWB Step-Up has occurred.

⁽⁸⁾At the end of each calendar quarter, one-fourth of the annual charge is multiplied by the average quarterly Investment Back withdrawal benefit base. See Charges for Rider Benefits – GMWB 2-SL and GMWB 2-SL/JL (Investment Protector Plus 2 – Single Life/Joint Life) Rider for more information on how the rider charge is calculated.

⁽⁹⁾ The current annual charge prior to your contract’s 2010 anniversary or if you opt out of future GMWB Step-Ups is 0.75%. See Charges for Rider Benefits – GMWB 2-SL and GMWB 2-SL/JL (Investment Protector Plus 2 – Single Life/Joint Life) Rider for more details.

⁽¹⁰⁾ The maximum annual charge for a rider application signed before January 4, 2010 is 1.00%.

⁽¹¹⁾ A 0.75% annual charge is assessed if the rider application was signed before February 16, 2009 and you opt out of future GMWB Step-Ups after the contract’s 2010 anniversary. A 0.95% annual charge is assessed if (1) the rider application was signed before February 16, 2009 and you do not opt out of future GMWB Step-Ups after the contract’s 2010 anniversary or (2) the rider application was signed on or after February 16, 2009. See Charges for Rider Benefits – GMWB 2-SL and GMWB 2-SL/JL (Investment Protector Plus 2 – Single Life/Joint Life) Rider for more details.

3. Under the Examples section on page 15, please replace the Examples section with the following:

EXAMPLES

These examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, Separate Account annual expenses, and underlying mutual fund fees and expenses.

The example reflects the maximum charges imposed if you were to purchase the Contract with the GMWB 2-SL/JL Rider, as well as the Premium Payment Credit Rider. The amounts below are calculated using the maximum rider fees and not the current rider fees.

The example assumes:

· a $10,000 investment in the Contract for the time periods indicated;

· a 5% return each year;

· an annual contract fee of $30 (expressed as a percentage of the average accumulated value);

· the minimum and maximum annual underlying mutual fund operating expenses as of December 31, 2008 (without voluntary waivers of fees by the underlying funds, if any);

· the GMWB 2-SL/JL rider was added to the Contract at issue; and

· the Premium Payment Credit Rider was added to the Contract at issue and the Premium Payment Credit Rider surrender charge schedule is applied.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be as shown below:

	If you surrender your contract at the end of the applicable time period				If you do not surrender your contract				If you fully annuitize your contract at the end of the applicable time period
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
Maximum Total Underlying Mutual Fund Operating Expenses (1.80%)	1,313	2,346	3,306	5,572	556	1,692	2,846	5,572	1,056	2,192	2,846	5,572
Minimum Total Underlying Mutual Fund Operating Expenses (0.30%)	1,172	1,932	2,622	4,229	402	1,244	2,122	4,229	902	1,744	2,122	4,229

4. Under “GMWB 2-SL and GMWB 2-SL/JL (Investment Protector Plus 2-Single Life/Joint Life) Rider” on page 38, please replace the 5^th paragraph with the following:

For GMWB 2-SL, we reserve the right to increase the rider charge up to a maximum annual charge of 1.00% (0.25% quarterly of the Investment Back withdrawal benefit base). For GMWB 2-SL/JL we reserve the right to increase the rider charge up to a maximum annual charge of 1.65% (0.4125% quarterly of the Investment Back withdrawal benefit base).

5. Please replace the sentence under “Maximum annual rider charge” on page 59, with the following:

The GMWB 2-SL and the GMWB 2-SL/JL riders have maximum annual rider charges (1.00% and 1.65% of the Investment Back withdrawal benefit base, respectively) that are greater than the GMWB 1 maximum annual rider charge (0.85% of the Investment Back remaining withdrawal benefit base).

6. On page 60, under “GMWB Step-Up,” please replace the last sentence of the 1^st paragraph with the following sentence:

The rider charge will never be greater than the maximum GMWB 2 rider charge (1.00% of the Investment Back withdrawal benefit base for GMWB 2-SL and 1.65% of the Investment Back withdrawal benefit base for GMWB 2-SL/JL).

7. Under the “Table Comparing GMWB Riders” on page 68, please replace the rider charge section with the following:

Name of Rider

GMWB 1

GMWB 2-SL

GMWB 2-SL/JL

Rider Charge

GMWB 1 Rider (as a percentage of average quarterly Investment Back remaining withdrawal benefit base)

· Maximum annual charge is 0.85%.

· Current annual charge for rider applications signed before February 16, 2009 and no GMWB Step-Up has occurred is 0.60%.

· Current annual charge for rider applications signed before February 16, 2009 and GMWB Step-Up has occurred is 0.80%.

· Current annual charge for rider applications signed on or after February 16, 2009 is 0.80%.

GMWB 2 -SL Rider Charge (as a percentage of average quarterly Investment Back withdrawal benefit base)

· Maximum annual charge is 1.00%.

· Current annual charge if you opt out of future GMWB Step-Ups after the contract’s 2010 anniversary (for more details see Charges for Rider Benefits) is 0.75%.

· Current annual charge if you do not opt out of future GMWB Step-Ups after the contract’s 2010 anniversary (for more details see Charges for Rider Benefits) is 0.95%.

GMWB 2 -SL/JL Rider Charges (as a percentage of average quarterly Investment Back withdrawal benefit base)

· Maximum annual charge for rider applications signed before January 4, 2010 is 1.00%.

· Maximum annual charge for rider applications signed on or after January 4, 2010 is 1.65%.

· Current annual charge for rider applications signed before February 16, 2009 and you opt out of future GMWB Step-Ups after the contract’s 2010 anniversary (for more details see Charges for Rider Benefits) is 0.75%.

· Current annual charge for rider applications signed before February 16, 2009 and you do not opt out of future GMWB Step-Ups after the contract’s 2010 anniversary (for more details see Charges for Rider Benefits) is 0.95%.

· Current annual charge for rider applications signed on or after February 16, 2009 is 0.95%.

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements included in the Registration Statement

(1) Part A (filed with the Commission on 5/1/09)

Condensed Financial Information for the 3 years ended

December 31, 2008 and the period ended December 31, 2005.

(2) Part B (filed with the Commission on 5/1/09)

Principal Life Insurance Company Separate Account B:

Report of Independent Registered Public Accounting Firm

Statements of Assets and Liabilities, December 31, 2008

Statements of Operations for the year ended December 31, 2008

Statements of Changes in Net Assets for the years ended December 31, 2008, 2007 and 2006.

Notes to Financial Statements.

Principal Life Insurance Company:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Financial Position at December 31, 2008, and 2007.

Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006.

Consolidated Statements of Stockholder's Equity for the years ended December 31, 2008, 2007 and 2006.

Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006.

Notes to Consolidated Financial Statements.

(3) Part C – (filed with the Commission on 5/1/09)

Principal Life Insurance Company

Report of Independent Registered Public Accounting Firm on Schedules

Schedule I - Summary of Investments - Other Than Investments in Related Parties As December 31, 2008

Schedule III - Supplementary Insurance Information as of December 31, 2008, 2007 and 2006 and for each of the years then ended

Schedule IV – Reinsurance as of December 31, 2008, 2007 and 2006 and for each of the years then ended

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

(b) Exhibits

(1) Resolution of Board of Directors of the Depositor – filed with the Commission on filed on 06/07/2004)

(3a) Distribution Agreement (filed 01/04/2005)

(3b) Selling Agreement (filed 06/07/2004)

(4a) Form of Variable Annuity Contract (filed 06/7/2004)

(4b) Amendment to Enhanced Death Benefit Rider (filed 04/27/2006)

(4c) Amendment to Fixed Account Endorsement (filed 04/27/2006)

(4d) Amendment to Fixed DCA Account Endorsement (filed 04/27/2006)

(4e) Amendment to GMWB Rider (filed 04/27/2006)

(4f) Amendment to Contract Data Page (filed 04/27/2006)

(4g) Amendment to Partial Annuitization Endorsement (filed 04/27/2006)

(4h) Amendment to Premium Payment Credit Rider (filed 04/27/2006)

(4i) Form of Specimen Guaranteed Minimum Withdrawal Benefit 2 – Joint Life Rider (filed with the Commission on 05/01/2008)

(4i) Form of Specimen Guaranteed Minimum Withdrawal Benefit 2 – Single Life Rider (filed with the Commission on 05/01/2008)

(5) Form of Variable Annuity Application (filed 06/07/2004)

(6a) Articles of Incorporation of the Depositor (filed with the Commission on 06/07/2004)

(6b) Bylaws of Depositor (filed with the Commissioner 06/07/2004)

(8a1) Participation Agreement with AIM Variable Insurance Funds, as amended (filed with the Commission on 05/01/2008)

(8a2) Distribution Agreement with AIM Variable Insurance Funds, (filed with the Commission on May 1, 2008)

(8a3) Rule 22c-2 Agreement with AIM Variable Insurance Funds, (filed with the Commission on May 1, 2008)

(8a4) Administrative Services Agreement with AIM Variable Insurance Funds, (filed with the Commission on May 1, 2008)

(8b1) Participation Agreement with AllianceBernstein Variable Products Series Fund, as amended (filed with the Commission on 05/01/2008)

(8b2) Administrative Service Agreement with AllianceBernstein Variable Products Series Fund, (filed with the Commission on 05/01/2008)

(8b3) Rule 22c-2 Agreement with AllianceBernstein Variable Products Series Fund, (filed with the Commission on 05/01/2008)

(8c1) Shareholder Services Agreement with American Century Investment Management Inc., as amended (as filed with the Commission on May 1, 2008)

(8c2) Rule 22c-2 Agreement with American Century Investment Management Inc., ( as filed on May 1, 2008)

(8d1) Participation Agreement with Dreyfus Investment Portfolios, as amended (filed with the Commission on May 1, 2008)

(8d2) Administrative Services Agreement with Dreyfus Investment Portfolios, as amended (filed with the Commission on May 1, 2008)

(8d3) Rule 12b-1 Agreement with Dreyfus Investment Portfolios, as amended (filed with the Commission on May 1, 2008)

(8e1) Amended & Restated Participation Agreement with Fidelity Insurance Products Fund (as filed on May 1, 2008)

(8e2) Distribution Agreement with Fidelity Variable Insurance Products Fund (as filed on May 1, 2008)

(8e3) Service Agreement dated 8/02/1999 with Fidelity Variable Insurance Products Fund (as filed on May 1, 2008)

(8e4) Service Agreement dated 2/29/2000 with Fidelity Variable Insurance Products Fund (as filed on May 1, 2008)

(8e5) Service Agreement dated 3/26/2002 with Fidelity Variable Insurance Products Fund (as filed on May 1, 2008)

(8e6) Rule 22c-2 Agreement with Fidelity Insurance Products Fund (as filed on May 1, 2008)

(8f1) Participation Agreement with Goldman Sachs Variable Insurance Trust, (filed with the Commission on May 1, 2008)

(8f2) Administrative Services Agreement with Goldman Sachs Variable Insurance Trust (filed on May 1, 2008)

(8f3) Rule 22c-C Agreement with Goldman Sachs Variable Insurance Trust (filed with the Commission on May 1, 2008)

(8g1) Participation Agreement with Neuberger Berman Advisers Management Trust, as amended (filed with the Commission on May 1, 2008)

(8g2) Distribution & Administrative Services Agreement with Neuberger Berman Advisers Management Trust (filed on May 1, 2008)

(8g3) Rule 22c-C Agreement with Neuberger Berman Advisers Management Trust (filed with the Commission on May 1, 2008)

(8h1) Form of Participation Agreement with Principal Variable Contracts Funds (as filed on May 1, 2008)

(8h2) Form of Rule 22c-2 Agreement with Principal Variable Contracts Funds (as filed on May 1, 2008)

(8i1) Participation Agreement with T Rowe Equity Series Inc, as amended (filed with the Commission on May 1, 2008)

(8i2) Rule 12b-1 Agreement with T Rowe Equity Series Inc (filed with the Commission on May 1, 2008)

(8i3) Rule 22c-C Agreement with T Rowe Equity Series Inc (filed with the Commission on May 1, 2008)

(8i4) Participation Agreement with T Rowe Equity Series Inc, as amended (filed with the Commission on May 1, 2008)

(8j1) Participation Agreement with MFS Variable Insurance Trust dtd 03/26/02**

(8j2) Participation Agreement with MFS Variable Insurance Trust amendment 1 dtd 05/17/02**

(8j3) Participation Agreement with MFS Variable Insurance Trust amendment 2 dtd 09/03/02**

(8j4) Participation Agreement with MFS Variable Insurance Trust amendment 3 dtd 01/08/03**

(8j5) Participation Agreement with MFS Variable Insurance Trust amendment 4 dtd 09/17/04**

(8j6) Participation Agreement with MFS Variable Insurance Trust amendment 5 dtd 11/01/05**

(8j7) Participation Agreement with MFS Variable Insurance Trust amendment 6 dtd 12/07/05**

(8j8) Participation Agreement with MFS Variable Insurance Trust amendment 7 dtd 05/01/07**

(8j9) Participation Agreement with MFS Variable Insurance Trust amendment 8 dtd 01/01/08**

(8j10) Participation Agreement with MFS Variable Insurance Trust amendment 9 dtd 05/01/09**

(8j11) FUND/SERV and Networking Agreement with MFS Variable Insurance Trust dtd 05/20/02**

(8j12) Website Regulatory Document Agreement with MFS Variable Insurance Trust dtd 03/06/08**

(8j13) Rule 22c-2 Shareholder Information Agreement with MFS Variable Insurance Trust dtd 03/06/07**

(8k1) Participation Agreement with PIMCO Variable Insurance Trust dtd 09/09/09**

(8k2) Service Agreement with PIMCO Variable Insurance Trust dtd 03/09/09**

(8k3) Service Agreement with PIMCO Variable Insurance Trust amendment 1 dtd 04/22/09**

(8l1) Participation Agreement with Van Eck Worldwide Insurance Trust dtd 11/28/07**

(8l2) Service Agreement with Van Eck Worldwide Insurance Trust dtd 11/28/07**

(8l3) Service Agreement with Van Eck Worldwide Insurance Trust dtd 11/28/07**

(9) Opinion of Counsel (filed 01/04/2005)

(10a) Consent of Ernst & Young LLP – (filed 5/01/09)

(10b) Powers of Attorney (filed with the Commission on 02/29/2008)

(10c) Consent of Counsel – (filed 5/01/09)

(11) Financial Statement Schedules (filed 05/01/09)

** To be filed by amendment

Item 25. Officers and Directors of the Depositor

Principal Life Insurance Company is managed by a Board of Directors which is elected by its policyowners. The directors and executive officers of the Company, their positions with the Company, including Board Committee

memberships, and their principal business address, are as follows:

DIRECTORS:

Name and Principal Business Address

Positions and Offices

BETSY J. BERNARD

40 Shalebrook Drive

Morristown, NJ 07960

Director

Chair, Nominating and Governance Committee

Member, Executive Committee

JOCELYN CARTER-MILLER

TechEd Ventures

3020 NW 33rd Avenue

Lauderdale Lakes, FL 33311

Director

Member, Nominating and Governance Committee

GARY E. COSTLEY

257 Barefoot Beach Boulevard, Suite 404

Bonita Springs, FL 34134

Director

Member, Audit Committee

MICHAEL T. DAN

The Brink's Company

1801 Bayberry Court

Richmond, VA 23226

Director

Member, Human Resources Committee

C. DANIEL GELATT, JR.

NMT Corporation

2004 Kramer Street

La Crosse, WI 54603

Director

Member, Audit Committee

J. BARRY GRISWELL

Community Foundation of Greater Des Moines

1915 Grand Avenue

Des Moines, IA 50309

Director

SANDRA L. HELTON

1040 North Lake Shore Drive #26A

Chicago, IL 60611

Director

Member, Audit Committee

WILLIAM T. KERR

Meredith Corporation

1716 Locust St.

Des Moines, IA 50309-3023

Director

Member, Executive Committee and Chair, Human Resources Committee

RICHARD L. KEYSER

W.W. Grainger, Inc.

100 Grainger Parkway

Lake Forest, IL 60045-5201

Director

Member, Nominating and Governance Committee

ARJUN K. MATHRANI

176 East 71st Street, Apt. 9-F

New York, NY 10021

Director

Chair, Audit Committee

Member, Executive Committee

ELIZABETH E. TALLETT

Hunter Partners, LLC

12 Windswept Circle

Thornton, NH 03285-6883

Director

Member, Executive Committee and Human Resources Committee

LARRY D. ZIMPLEMAN

The Principal Financial Group

Des Moines, IA 50392

Director

Chairman of the Board and Chair, Executive Committee

Principal Life: President and Chief Executive Officer

EXECUTIVE OFFICERS (OTHER THAN DIRECTORS)

Name and Principal Business Address	Positions and Offices
JOHN EDWARD ASCHENBRENNER	President, Insurance and Financial Services
CRAIG LAWRENCE BASSETT	Vice President and Treasurer
GREGORY J. BURROWS	Senior Vice President Retirement and Investor Services
RONALD L. DANILSON	Senior Vice President Retirement and Investor Services
GREGORY BERNARD ELMING	Senior Vice President and Controller
RALPH CRAIG EUCHER	Senior Vice President Human Resources, Corporate Services and Retirement and Investor Services
NORA MARY EVERETT	Senior Vice President Retirement and Investor Services
THOMAS JOHN GRAF	Senior Vice President Investor Relations
JOYCE NIXSON HOFFMAN	Senior Vice President and Corporate Secretary
DANIEL JOSEPH HOUSTON	President Retirement and Investor Services
ELLEN ZISLIN LAMALE	Senior Vice President and Chief Risk Officer
JULIA MARIE LAWLER	Senior Vice President and Chief Investment Officer
TERRANCE JOSEPH LILLIS	Senior Vice President and Chief Financial Officer
JAMES PATRICK MCCAUGHAN	President, Global Asset Management
TIMOTHY JON MINARD	Senior Vice President Retirement Distribution
MARY AGNES O'KEEFE	Senior Vice President and Chief Marketing Officer
GARY PAUL SCHOLTEN	Senior Vice President and Chief Information Officer
G. DAVID SHAFER	Senior Vice President Health
KAREN ELIZABETH SHAFF	Executive Vice President and General Counsel
NORMAN RAUL SORENSEN	Executive Vice President International Asset Accumulation
DEANNA DAWNETTE STRABLE	Senior Vice President Individual Life and Specialty Benefits

Item 26. Persons Controlled by or Under Common Control with the Depositor or the Registrant

The Registrant is a separate account of Principal Life Insurance Company (the "Depositor") and is operated as a unit investment trust. Registrant supports benefits payable under Depositor's variable life contracts by investing assets allocated to various investment options in shares of Principal Variable Contracts Funds, Inc. and other mutual funds registered under the Investment Company Act of 1940 as open-end management investment companies of the "series" type. No person is directly or indirectly controlled by the Registrant.

The Depositor is wholly-owned by Principal Financial Services, Inc. Principal Financial Services, Inc. (an Iowa corporation) an intermediate holding company organized pursuant to Section 512A.14 of the Iowa Code. In turn, Principal Financial Services, Inc. is a wholly-owned subsidiary of Principal Financial Group, Inc., a publicly traded company that filed consolidated financial statements with the SEC. A list of persons directly or indirectly controlled by or under common control with Depositor as of December 31, 2008 appears below:

None of the companies listed in such organization chart is a subsidiary of the Registrant; therefore, only the separate financial statements of Registrant and the consolidated financial statements of Depositor are being filed with this Registration Statement.

Principal Life Insurance Company - Organizational Structure
							Jurisdiction of Incorporation or Organization	Percentage of Ownership by its Immediate Parent
PRINCPAL FINANCIAL GROUP, INC D							Delaware
	àPrincipal Financial Services, Inc. § Ñ						Iowa	100
		àPrincor Financial Services Corporation^§^Ñ					Iowa	100
		àPFG DO Brasil LTDA^§^Ñ					Brazil	100
			àBrasilprev Seguros E Previdencia S.A.^§				Brazil	46
			àPrincipal Global Investors Participacoes, LTDA^§^Ñ				Brazil	100
		àPrincipal International, Inc.^§^Ñ					Iowa	100
			àPrincipal International (Asia) Limited^§^Ñ				Hong Kong	100
				àPrincipal Global Investors (Asia) Limited^§^Ñ			Hong Kong	100
				àPrincipal Nominee Company (Hong Kong) Limited^§^Ñ			Hong Kong	100
				àPrincipal Asset Management Company (Asia) Limited^§^Ñ			Hong Kong	100
				àPrincipal Insurance Company (Hong Kong) Limited^§^Ñ			Hong Kong	100
				àCIMB – Principal Asset Management Berhad (Malaysia)^§			Malaysia	40
					àCIMB Wealth Advisors^§		Malaysia	100
					àCIMB – Principal Asset Management PTE LTD^§		Singapore	100
					àPT CIMB Principal Asset Management^§		Indonesia	99
				àPrincipal Trust Company(Asia) Limited^§^Ñ			Hong Kong	100
			àPrincipal Mexico Compania de Seguros, S.A. de C.V.^§^Ñ				Mexico	100
			àPrincipal Pensiones, S.A. de C.V.^§^Ñ				Mexico	100
			àPrincipal Mexico Servicios, S.A. de C.V.^§^Ñ				Mexico	100
			àDistribuidora Principal Mexico, S.A. de C.V.^§^Ñ				Mexico	100
			àPrincipal Fondos de Inversion S.A. De C.V.^§^Ñ				Mexico	100
			àPrincipal Consulting (India) Private Limited^§^Ñ				India	100
			àPrincipal International Mexico Holding, S.A. De C.V.^§^Ñ				Mexico	100
				àPrincipal Mexico Holdings, S.A. De C.V. ^§^Ñ			Mexico	100
					àPrincipal Afore, S.A. De C.V.		Mexico	100
		àJF Molloy & Associates^§^Ñ					Indiana	100
		àMolloy Medical Management Company, Inc.^§^Ñ					Indiana	100
		àPrincipal Wellness Company^§^Ñ					Indiana	100
		àPrincipal Global Investors Holding Company, Inc.^§^Ñ					Delaware	100
			àPrincipal Global Investors (Ireland) Limited^§^Ñ				Ireland	100
			àPrincipal Global Investors (Europe) Limited^§^Ñ				United Kingdom	100
			àPrincipal Global Investors (Singapore) Limited^§^Ñ				Singapore	100
			àPrincipal Global Investors (Japan) Limited^§^Ñ				Japan	100
			àPrincipal Global Investors (Hong Kong) Limited^§^Ñ				Hong Kong	100
			àCIMB Principal Asset Management SDN. BHD^§^Ñ				Malaysia	50
		àPrincipal Financial Group (Mauritius) Ltd.^§^Ñ					Mauritius	100
			àPrincipal PNB Asset Management Company Private Limited^§^Ñ				India	65
			àPrincipal Trustee Company Private Limited^§^Ñ				India	65
			àPNB Principal Financial Planners Private Limited^§^Ñ				India	65
			àPNB Principal Insurance Broking PVT. Ltd.^§				India	26
			àPrincipal PNB Life Insurance Company Limited^§				India	26
		àPrincipal Life Insurance Company ¨^Ñ					Iowa	100
			àPrincipal Real Estate Fund Investors, LLC^§^Ñ				Delaware	100
				àPrincipal PGPF Investors, LLC			Delaware	100
			àPrincipal Development Investors, LLC^§^Ñ				Delaware	100
			àPrincipal Real Estate Holding Company, LLC^§^Ñ				Delaware	100
				àGAVI PREHC HC, LLC			Delaware	100
			àPrincipal Global Investors, LLC^§^Ñ^©				Delaware	100
				àPrincipal Real Estate Investors, LLC^§^Ñ			Delaware	100
					àPrincipal Enhanced Property Fund, G.P.		Delaware	100
				àPrincipal Enterprise Capital, LLC^§^Ñ			Delaware	100
				àPrincipal Commercial Acceptance, LLC^§^Ñ			Delaware	100
				àPrincipal Commercial Funding, LLC^§^Ñ			Delaware	100
				àPrincipal Global Columbus Circle, LLC^§^Ñ^©			Delaware	100
				àPost Advisory Group, LLC^§^Ñ^©			Delaware	82
				àPrincipal Global Investors Trust^§^Ñ^©			Delaware	100
				àSpectrum Asset Management, Inc.^§^Ñ^©			Delaware	100
				àCCIP, LLC^§^Ñ^©			Delaware	70
					àColumbus Circle Investors^§^Ñ^©		Delaware	100
				àPGF GP, LLC			Delaware	100
			àPrincipal Holding Company, LLC^§^Ñ^©				Iowa	100
				àPetula Associates, LLC^§			Iowa	100
					àPrincipal Real Estate Portfolio, Inc.^§^Ñ		Delaware	100
						àGAVI PREPI HC, LLC	Delaware	100
					àPetula Prolix Development Company^§^Ñ		Iowa	100
				àPrincipal Generation Plant, LLC^§^Ñ^©			Delaware	100
				àPrincipal Bank^§^Ñ^©			United States	100
				àEquity FC, Ltd.^§^Ñ^©			Iowa	100
				àPrincipal Health Care, Inc^§^Ñ^©			Iowa	100
				àPrincipal Dental Services, Inc.^§^Ñ^©			Arizona	100
					àEmployers Dental Services, Inc.^§^Ñ^©		Arizona	100
				àDelaware Charter Guarantee & Trust Company^§^Ñ^©			Delaware	100
				àPreferred Product Network, Inc.^§^Ñ^©			Delaware	100
			àHealthRisk Resource Group, LLC^§^Ñ^©				Iowa	100
			àPrincipal Reinsurance Company of Vermont^§^Ñ				Vermont	100
			àPrincipal Life Insurance Company of Iowa^§^Ñ				Iowa	100
				àPrincipal Life Insurance Company of Iowa II^§^Ñ			Iowa	100
		àPrincipal Financial Services (Australia), Inc.^§^Ñ					Iowa	100
			àPrincipal Global Investors (Australia) Service Company Pty Limited^§^Ñ				Australia	100
				àPrincipal Global Investors (Australia) Limited^§^Ñ			Australia	100
				àPrincipal Real Estate Investors (Australia) Limited^§^Ñ			Australia	100
			àPrincipal Financial Group (Australia) Pty Ltd.^§^Ñ				Australia	100
				àPrincipal Investments (Australia) Limited^§^Ñ			Delaware	100
					àPrincipal Australia (Holdings) Pty Limited^§^Ñ		Australia	100
		àPrincipal International Holding Company, LLC^§^Ñ					Delaware	100
		àPrincipal Management Corporation^§^Ñ					Iowa	100
			àPrincipal Financial Advisors, Inc. ^§^Ñ				Iowa	100
			àPrincipal Shareholder Services, Inc.^§^Ñ				Washington	100
			àEdge Asset Management, Inc. ^§^Ñ				Washington	100
			àPrincipal Funds Distributor, Inc.^§^Ñ				Washington	100
		àPrincipal Global Services Private Limited^§^Ñ					India	100
		àCCB Principal Asset Management Company, Ltd.^§					China	25
		àPrincipal International de Chile, S.A.^§^Ñ					Chile	100
			àPrincipal Compania de Seguros de Vida Chile S.A.^§^Ñ				Chile	100
				àPrincipal Administradora General De Fondos S.A.^§^Ñ			Chile	100
				àPrincipal Creditos Hipotecarios, S.A.^§^Ñ			Chile	100
			àPrincipal Asset Management Chile S.A.^§^Ñ				Chile	100
			àPrincipal Servicios Corporativos Chile LTDA^§^Ñ				Chile	100
		àRetirement Consulting Actuaries, Inc.^§^Ñ					Georgia	100
		àPrincipal Edge Network Holdings, Inc.^§^Ñ					Delaware	100
			àPrincipal Edge Network – Tennessee, LLC^§^Ñ				Delaware	100
			àPrincipal Edge Network – Georgia, LLC^§^Ñ				Delaware	100
			àPrincipal Edge Network – Indiana, LLC^§^Ñ				Delaware	100
			àPrincipal Edge Network – Austin, LLC^§^Ñ				Delaware	100
			àPrincipal Edge Network – Kansas City , LLC^§^Ñ				Delaware	100
			àPen I, Inc.^§^Ñ				Delaware	100
		àPrincipal National Life Insurance Company^§^Ñ					Iowa	100
		àDiversified Dental Services, Inc.^§^Ñ					Nevada	100
		àMorley Financial Services, Inc.^§^Ñ					Oregon	100
			àMorley Capital Management, Inc.^§^Ñ				Oregon	100
			àUnion Bond and Trust Company^§^Ñ				Oregon	100
		àPrincipal Investors Corporation^§^Ñ					New Jersey	100

D Consolidated financial statements are filed with SEC.

§ Not required to file financial statements with the SEC.

Ñ Included in the consolidated financial statements of Principal Financial Group, Inc. filed with the SEC.

¨ Separate financial statements are filed with SEC.

Item 27. Number of Contractowners – As of August 31, 2009

(1) (2) (3)

Number of Plan Number of

Title of Class Participants Contractowners

_______________________________________________________________________

BFA Variable Annuity Contracts 34 6

Pension Builder Contracts 183 112

Personal Variable Contracts 23 328

Premier Variable Contracts 48 1,486

Flexible Variable Annuity Contract 40,011 40,011

Freedom Variable Annuity Contract 1,563 1,563

Freedom 2 Variable Annuity Contract 359 359

Investment Plus Variable Annuity Contract 24,724 24,724

Item 28. Indemnification

Sections 490.851 through 490.859 of the Iowa Business Corporation Act permit corporations to indemnify directors and officers where (A) all of the following apply: the director or officer (i) acted in good faith; (ii) reasonably believed that (a) in the case of conduct in the individual's official capacity, that the individual's conduct was in the best interests of the corporation or (b) in all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; and (B) the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the corporation's articles of incorporation.

Unless ordered by a court pursuant to the Iowa Business Corporation Act, a corporation shall not indemnify a director or officer in either of the following circumstances: (A) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct (above) or (B) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director receive a financial benefit to which he or she was not entitled, whether or not involving action in the director's official capacity.

Registrant's By-Laws provide that it shall indemnify directors and officers against damages, awards, settlements and costs reasonably incurred or imposed in connection with any suit or proceeding to which such person is or may be made a party by reason of being a director or officer of the Registrant. Such rights of indemnification are in addition to any rights to indemnity to which the person may be entitled under Iowa law and are subject to any limitations imposed by the Board of Directors. The Board has provided that certain procedures must be followed for indemnification of officers, and that there is no indemnity of officers when there is a final adjudication of liability based upon acts which constitute gross negligence or willful misconduct.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriters

(a) Other Activity

Princor Financial Services Corporation acts as principal underwriter for variable annuity contracts issued by Principal Life Insurance Company Separate Account B, a registered unit investment trust, and for variable life contracts issued by Principal Life Insurance Company Variable Life Separate Account, a registered unit investment trust. Princor Financial Services Corporation and Principal Funds Distributor act as principal underwriters for Class J shares, Institutional Class shares, R-1, R-2, R-3, R-4 and R-5 Class shares of Principal Funds, Inc.

(b) Management

(b1) (b2)

Positions and offices

Name and principal with principal

business address underwriter

Michael C. Anagnost Vice President – Chief Technology

The Principal Officer

Financial Group(1)

John E. Aschenbrenner Director

The Principal

Financial Group(1)

Patricia A. Barry Assistant Corporate Secretary

The Principal

Financial Group(1)

Craig L. Bassett Treasurer

The Principal

Financial Group(1)

Michael J. Beer President and Director

The Principal

Financial Group(1)

Tracy W. Bollin Financial Controller

The Principal

Financial Group(1)

David J. Brown Senior Vice President

The Principal

Financial Group(1)

Jill R. Brown Senior Vice President and Chief Financial Officer

The Principal

Financial Group(1)

David P. Desing Assistant Treasurer

The Principal

Financial Group(1)

Ralph C. Eucher Chairman of the Board

The Principal

Financial Group(1)

Nora M. Everett Director

The Principal

Financial Group (1)

James W. Fennessey Vice President

The Principal

Financial Group(1)

Michael P. Finnegan Senior Vice President/Investment Services

The Principal

Financial Group(1)

Louis E. Fiori Vice President – Capital Markets

The Principal

Financial Group(1)

Stephen G. Gallaher Assistant General Counsel

The Principal

Financial Group(1)

Eric W. Hays Senior Vice President/Chief Information Officer

The Principal

Financial Group(1)

Joyce N. Hoffman Senior Vice President and Corporate Secretary

The Principal

Financial Group(1)

Patrick A. Kirchner Assistant General Counsel

The Principal

Financial Group(1)

Deanna L. Mankle Assistant Treasurer

The Principal

Financial Group(1)

Layne A. Rasmussen Vice President/Controller – Principal Funds

The Principal

Financial Group(1)

David L. Reichart Senior Vice President

The Principal

Financial Group(1)

Martin R. Richardson Vice President – Broker Dealer Operations

The Principal

Financial Group(1)

Michael D. Roughton Senior Vice President and Senior Securities Counsel

The Principal

Financial Group(1)

Adam U. Shaikh Counsel

The Principal

Financial Group(1)

Mark A. Stark Vice President – Investment Services

The Principal

Financial Group(1)

Randy L. Welch Vice President – Investment Services

The Principal

Financial Group(1)

Traci L. Weldon Chief Compliance Officer

The Principal

Financial Group(1)

Dan L. Westholm Director - Treasury

The Principal

Financial Group(1)

Beth C. Wilson Vice President

The Principal

Financial Group(1)

(1) 711 High Street

Des Moines, IA 50309

(c) Compensation from the Registrant

(1)

Name of Principal Underwriter

(2)

Net Underwriting Discounts & Commissions

(3)

Compensation on Events Occasioning the Deduction of a Deferred Sales Load

(4)

Brokerage Commissions

(5)

Compensation

Princor Financial Services Corporation

$26,629,731.79

Item 30. Location of Accounts and Records

All accounts, books or other documents of the Registrant are located at the offices of the Depositor, The Principal Financial Group, Des Moines, Iowa 50392.

Item 31. Management Services

N/A

Item 32. Undertakings

The Registrant undertakes that in restricting cash withdrawals from Tax Sheltered Annuities to prohibit cash withdrawals before the Participant attains age 59 1/2, separates from service, dies, or becomes disabled or in the case of hardship, Registrant acts in reliance on SEC No Action Letter addressed to American Counsel of Life Insurance (available November 28, 1988). Registrant further undertakes that:

1. Registrant has included appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in its registration statement, including the prospectus, used in connection with the offer of the contract;

2. Registrant will include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in any sales literature used in connection with the offer of the contract;

3. Registrant will instruct sales representatives who solicit Plan Participants to purchase the contract specifically to bring the redemption restrictions imposed by Section 403(b)(11) to the attention of the potential Plan Participants; and

4. Registrant will obtain from each Plan Participant who purchases a Section 403(b) annuity contract, prior to or at the time of such purchase, a signed statement acknowledging the Plan Participant's understanding of (a) the restrictions on redemption imposed by Section 403(b)(11), and (b) the investment alternatives available under the employer's Section 403(b) arrangement, to which the Plan Participant may elect to transfer his contract value.

Fee Representation

Principal Life Insurance Company represents the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Principal Life Insurance Company Separate Account B, has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned thereto duly authorized, and its seal to be hereunto affixed and attested, in the City of Des Moines and State of Iowa, on the 23rd day of November, 2009.

PRINCIPAL LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

(Registrant)

By : /s/ L. D. Zimpleman

L. D. Zimpleman

Director, President and Chief Executive Officer

PRINCIPAL LIFE INSURANCE COMPANY

(Depositor)

By : /s/ L. D. Zimpleman

L. D. Zimpleman

Director, President and Chief Executive Officer

Attest:

/s/ Joyce N. Hoffman

Joyce N. Hoffman

Senior Vice President and Corporate Secretary

Pursuant to the requirements of the Securities Act, this amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature Title Date

/s/ L. D. Zimpleman

_______________________

L. D. Zimpleman Director, President November 23, 2009

and Chief Executive Officer

/s/ G. B. Elming

_______________________ Senior Vice President and November 23, 2009

G. B. Elming Controller

(Principal Accounting Officer)

/s/ T. J. Lillis

_______________________ Executive Vice President November 23, 2009

T. J. Lillis and Chief Financial Officer

(Principal Financial Officer)

(B. J. Bernard)* Director November 23, 2009

B. J. Bernard

(J. Carter-Miller)* Director November 23, 2009

J. Carter-Miller

(G. E. Costley)* Director November 23, 2009

G. E. Costley

(M.T. Dan)* Director November 23, 2009

M. T. Dan

(C. D. Gelatt, Jr.)* Director November 23, 2009

C. D. Gelatt, Jr.

(J. B. Griswell* Chairman

J. B. Griswell of the Board November 23, 2009

(S. L. Helton)* Director November 23, 2009

S. L. Helton

(W. T. Kerr)* Director November 23, 2009

W. T. Kerr

(R. L. Keyser)* Director November 23, 2009

R. L. Keyser

(A. K. Mathrani)* Director November 23, 2009

A. K. Mathrani

(E. E. Tallett)* Director November 23, 2009

E. E. Tallett

/s/ L. D. Zimpleman

*By

L. D. Zimpleman

Director, President and Chief Executive Officer

Pursuant to Powers of Attorney

Previously Filed

§ Not required to file financial statements with the SEC.

Ñ Included in the consolidated financial statements of Principal Financial Group, Inc. filed with the SEC.

¨ Separate financial statements are filed with SEC.