4th AMENDMENT TO PARTICIPATION AGREEMEN T

4th AMENDMENT TO PARTICIPATION AGREEMEN T

     Pursuant to the Participation Agreement, made and entered into as of the 26th day of March, 2002, as amended May 17, 2002, November 1, 2005, and May 1, 2007 (the "Participation Agreement"), by and among Principal Life Insurance Company, MFS Variable Insurance Trust and Massachusetts Financial Services Company (collectively, the "Parties"), the Parties do hereby agree to amend and restate Schedule A of the Participation Agreement as attached hereto and incorporated herein by reference .

     IN WITNESS WHEREOF, each of the Parties hereto has caused this 4th Amendment to the Participation Agreement to be executed effective as of January 1, 2008.

PRINCIPAL LIFE INSURANCE COMPANY

 

MFS VARIABLE INSURANCE TRUST , on behalf of the Portfolios By its authorized officer,

 

MASSACHUSETTS FINANCIAL SERVICES COMPAN Y By its authorized officer,

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By: RobeT44x-IvlInnning President and Chief Executive Officer

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Contract # 1 AS -D - -n -~ - ~

As of August 21, 200 7

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS SUBJECT TO THE PARTICIPATION AGREEMEN T

 

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