FIRST AMENDMENT TO MARKETING AND ADMININISTRATIVE SERVICES AGREEMENT

FIRST AMENDMENT TO MARKETING AND ADMININISTRATIVE

SERVICES AGREEMENT

     THIS FIRST AMENDMENT TO MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT dated as of November 1, 2011 (this “Amendment”), is made by and among ▇▇▇▇▇▇ Retail Management Limited Partnership (“Distributor”), Principal National Life Insurance Company (“Principal National”), and Principal Life Insurance Company (“Firm”) and amends that certain Marketing and Administrative Services Agreement dated as of April 1, 2011 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

     WHEREAS, Firm and Distributor wish to add Principal National as a party to the Agreement; and

     WHEREAS, the parties also wish to amend and restate the product names as set forth in Schedule A to the Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties as follows:

     IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative effective as of the date first above written.