PARTICIPATION AGREEMENT AMONG MFS VARlABLE INSURANCE TRUST, PRINCIPAL LIFE INSURANCE COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY

PARTICIPATION AGREEMENT

AMONG

MFS VARlABLE INSURANCE TRUST,

PRINCIPAL LIFE INSURANCE COMPANY

AND

MASSACHUSETTS FINANCIAL SERVICES COMPANY

THlS AGREEMENT, made and entered into this 26th day of March, 2002, by and among MFS

VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust"), PRINCIPAL LIFE

INSURANCE COMPANY, an Iowa corporation (the "Company") on it's own behalf and on behalf of each

of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from

time to time (the "Accounts"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a

corporation ("MFS").

WHEREAS, the Trust is registered as an open-end management investment company under the

Investment Company Act of 1940, as amended (the "1940 Act"), and its shares are registered or will be

registered under the Securities Act of 1933, as amended (the "1933 Act");

WHEREAS, shares of beneficial interest of the Trust are divided into several series of shares, each

representing the interests in a particular managed pool of securities and other assets;

WHEREAS, certain series of shares of the Trust are divided into two separate share classes, an

Initial Class and a Service Class, and the Trust on behalf of the Service Class has adopted a Rule 12b-1

plan under the 1940Act pursuant to which the Service Class pays a distribution fee;

WHEREAS, the series of shares of the Trust (each, a "Portfolio," and, collectively, the

"Portfolios") and the classes of shares of those Portfolios (the "Shares") offered by the Trust to the

Company and the Accounts are set forth on Schedule A attached hereto;

WHEREAS, MFS is duly registered as an investment adviser under the Investment Advisers Act of

1940, as amended, and any applicable state securities law, and is the Trust's investment adviser;

WHEREAS, the Company will issue certain variable annuity and/or variable life insurance

contracts (individually, the "Policy" or, collectively, the "Policies") which, if required by applicable law,

will be registered under the 1933Act;

WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts,

established by resolution of the Board of Directors of the Company, to set aside and invest assets

attributable to the aforesaid variable annuity andlor variable life insurance contracts that are allocated to

the Accounts (the Policies and the Accounts covered by this Agreement, and each corresponding Portfolio

covered by this Agreement in which the Accounts invest, is specified in Schedule A attached hereto as may

be modified from time to time);

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WHEREAS, the Company has registered or will register the Accounts as unit investment trusts
under the 1940 Act (unless esempt therefrom);
WHEREAS, MFS Fund Distributors, Inc . (the "Underwriter") is registered as a broker-dealer with
the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as
amended (hereinafter the "1934 Act"), and is a member in good standing of the National Association of
Securities Dealers, lnc. (the "NASD");
WHEREAS, Princor Financial Services, Inc . , the underwriter for the individual variable annuity
and the variable life policies, is registered as a broker-dealer with the SEC under the 1934 Act and is a
member in good standing of the NASD; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company
intends to purchase the Shares of the Portfolios as specified in Schedule A attached hereto on behalf of the
Accounts to fund the Policies, and the Trust intends to sell such Shares to the Accounts at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Trust, MFS, and the Company
agree as follo\vs:
ARTICLE I. SALE OF TRUST SHARES
1.1.	The Trust agrees to sell to the Company those Shares which the Accounts order (based on
orders placed by Policy holders prior to the close of regular trading on the new York Stock
Exchange, Lnc. (the "IWSE'') on that Business Day, as defined below) and which are available for
purchase by such Accounts, executing such orders on a daily basis at the net asset value next
computed after receipt by the Trust or its designee of the order for the Shares. For purposes of this
Section 1.1, the Company shall be the designee of the Trust for receipt of such orders from Policy
owners and receipt by such designee shall constitute receipt by the Trust; provided that the Trust
receives notice of such orders by 9:30 a.m. New York time on the next following Business Day.
"Business Day" shall mean any day on which the NYSE is open for trading and on which the Trust
calculates its net asset value pursuant to the rules of the SEC.
1.2.	The Trust agrees to make the Shares available indefinitely for purchase at the applicable
net asset value per share by the Company and the Accounts on those days on which the Trust
calculates its net asset value pursuant to rules of the SEC and the Trust shall calculate such net
asset value on each day which the NYSE is open for trading. Notwithstanding the foregoing, the
Board of Trustees of the Trust (the "Board") may refuse to sell any Shares to the Company and the
Accounts, or suspend or terminate the offering of the Shares if such action is required by law or by
regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good
faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the
best interest of the Shareholders of such Portfolio.
1.3.	The Trust and MFS agree that the Shares will be sold only to insurance companies which
have entered into participation agreements with the Trust and MFS (the "Participating lnsurance
Companies") and their separate accounts, qualified pension and retirement plans and MFS or its
affiliates. The Trust and MFS will not sell Trust shares to any insurance company or separate
account unless an agreement containing provisions substantially the same as Articles III and VII of

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this Agreement is in effect to govern such sales. The Company will not resell the Shares except to
the Trust or its agents.
1.4.	The Trust agrees to redeem for cash, on the Company's request, any full or fractional
Shares held by the Accounts (based on orders placed by Policy owners prior to the close of regular
trading on the NYSE on that Business Day), executing such requests on a daily basis at the net
asset value next computed after receipt by the Trust or its designee of the request for redemption.
For purposes of this Section 1.4, the Company shall be the designee of the Trust for receipt of
requests for redemption from Policy owners and receipt by such designee shall constitute receipt
by the Trust; provided that the Trust receives notice of such request for redemption by 9:30 a.m.
New York time on the next following Business Day.
1.5.	Each purchase, redemption and exchange order placed by the Company shall be placed
separately for each Portfolio and shall not be netted with respect to any Portfolio. However, with
respect to payment of the ~urchaseprice by the Company and of redemption proceeds by the Trust:
the Company and the Trust shall net purchase and redemption orders with respect to each Portfolio
and shall transmit one net payment for all of the Portfolios in accordance with Section 1.6hereof.
1.6.	In the event of net purchases, the Company shall pay for the Shares by 2:00 p.m. New York
time on the next Business Day after an order to purchase the Sl~aresis made in accordance with the
provisions of Section 1.1. hereof. In the event of net redemptions, the Trust shall pay the
redemption proceeds by 2:00 p.m. New York time on the nest Business Day after an order to
redeem the shares is made in accordance with the prowsions of Section 1.4. hereof. All such
payments shall be in federal funds transmitted by wire.
1.7.	Issuance and transfer of the Shares will be by book entry only. Stock certificates will not
be issued to the Company or the Accounts. The Shares ordered from the Trust will be recorded in
an appropriate title for the Accounts or the appropriate subaccounts of the Accounts.
1.8.	The Trust shall furnish same day notice (by wire or telephone followed by written
confirmation) to the Company of any dividends or capital gain distributions payable on the Shares.
The Company hereby elects to receive all such dividends and distributions as are payable on a
Portfolio's Shares in additional Shares of that Portfolio. The Trust shall notify the Company of the
number of Shares so issued as payment of such dividends and distributions.
1.9.	The Trust or its custodian shall make the net asset value per share for each Portfolio
available to the Company on each Business Day as soon as reasonably practical after the net asset
value per share is calculated and shall use its best efforts to make such net asset value per share
available by 6:30p.m. New York time. In the event that the Trust is unable to meet the 6:30p.m.
time stated herein, it shall provide additional time for the Company to place orders for the purchase
and redemption of Shares. Such additional time shall be equal to the additional time which the
Trust takes to make the net asset value available to the Company. If the Trust provides materially
incorrect share net asset value information, the Trust shall make an adjustment to the number of
shares purchased or redeemed for the Accounts to reflect the correct net asset value per share. Any
material error in the calculation or reporting of net asset value per share, dividend or capital gains
information shall be reported promptly upon discovery to the Company.

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ARTlCLE 11. CERTAlN REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1.	The Company represents and warrants that the Policies are or will be registered under the
1933 Act or are exempt fiom or not subject to registration thereunder, and that the Policies will be
issued, sold, and distributed in compliance in all material respects with all applicable state and
federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it
is an insurance company duly organized and in good standing under applicable law and that it has
legally and validly established the Account as a segregated asset account under applicable law and
has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit
investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to
serve as segregated investment accounts for the Policies, and that it will maintain such registration
for so long as any Policies are outstanding. The Company shall amend the registration statements
under the 1933 Act for the Policies and the registration statements under the 1940 Act for the
Accounts from time to time as required in order to effect the continuous offering of the Policies or
as may othenvise be required by applicable law. The Company shall register and qualify the
Policies for sales in accordance with the securities laws of the various states only if and to the
extent deemed necessary by the Company.
2.2.	The Company represents and warrants that the Policies are currently and at the time of
issuance will be treated as life insurance, endowment or annuity contract under applicable
provisions of the Internal Revenue Code of 1956, as amended (the "Code"), that i t will maintain
such treatment and that it will notify the Trust or MFS immediately upon ha\mg a reasonable basis
for believing that the Policies have ceased to be so treated or that they might not be so treated in
the future.
2.3.	The Company represents and warrants that Princor, the underwriter for the individual
variable annuity and the variable life policies, is a member in good standing of the NASD and is a
registered broker-dealer with the SEC. The Company represents and warrants that the Company
and Princor will sell and distribute such policies in accordance in all material respects with all
applicable state and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act. .
2.4.	The Trust and MFS represent and warrant that the Shares sold pursuant to this Agreement
shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with
the laws of The Commonwealth of Massachusetts and all applicable federal and state securities
laws and that the Trust is and shall remain registered under the 1940 Act. The Trust shall amend
the registration statement for its Shares under the 1933 Act and the 1940 Act from time to time as
required in order to effect the continuous offering of its Shares. The Trust shall register and
qualify the Shares for sale in accordance with the laws of the various states only if and to the extent
deemed necessary by the Trust.
2.5.	MFS represents and warrants that the Underwriter is a member in good standing of the
NASD and is registered as a broker-dealer with the SEC. The Trust and MFS represent that the
Trust and the Underwriter will sell and distribute the Shares in accordance in all material respects
with all applicable state and federal securities laws, including without limitation the 1933 Act, the
1934 Act, and the ▇▇▇▇ ▇▇▇.

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2.6.	The Trust represents that ~tis lawfully organized and validly existing and in good standing
under the laws of The Commonwealth of Massachusetts and that it does and will comply in all
material respects with the 1940 Act and any applicable regulations thereunder.
2.7.	MFS represents and warrants that it is and shall remain duly registered under all applicable
federal securities laws and that it shall perform its obligations for the Trust in compliance in all
material respects with any applicable federal securities laws and with the securities laws of The
Commonwealth of Massachusetts. MFS represents and warrants that it is not subject to state
securities laws other than the securities laws of The Commonwealth of Massachusetts and that it is
exempt from registration as an investment adviser under the securities laws of The Commonwealth
of Massachusetts.
2.8.	No less frequently than annually, the Company shall submit to the Board such reports,
material or data as the Board may reasonably request so that it may carry out fully the obligations
imposed upon it by the conditions contained in the exemptive application pursuant to which the
SEC has granted exemptlve relief to permit mixed and shared funding (the "Mixed and Shared
Funding Exemptive Order").

ARTICLE III. PROSPECTUS AND PROXY STATEMENTS: VOTING
3.1	At least annually, the Trust or its designee shall provide the Company, free of charge, with
as many copies of the current prospectus (describing only the Portfolios listed in Schedule A
hereto) for the Shares as the Company may reasonably request for distribution to existing Policy
owners whose Policies are funded by such Shares. The Trust or its designee shall provide the
Company, at the Con~pany'sexpense, with as many copies of the current prospectus for the Shares
as the Company may reasonably request for distribution to prospective purchasers of Policies. The
Trust will provide such copies to the Company in timely manner so as to enable the Company to
print and distribute such materials within the time required by law. If requested by the Company in
lieu thereof, the Trust or its designee shall provide such documentation (including a "camera
ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in
the form sent to the financial printer) and other assjstance as is reasonably necessary in order for
the parties hereto once each year (or more frequently if the prospectus for the Shares is
supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares
printed together in one document; the expenses of such printing to be apportioned between (a) the
Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and
Shares' prospectuses, taking account of other relevant factors affecting the expense of printing,
such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the
Shares' prospectus portion of such document for distribution to owners of existing Policies funded
by the Shares and the Company to bear the expenses of printing the portion of such document
relating to the Accounts; provided, however, that the Company shall bear all printing expenses of
such combined documents where used for distribution to prospective purchasers or to owners of
existing Policies not funded by the Shares. In the event that the Company requests that the Trust or
its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall
be responsible for providing the prospectus in the format in which it or MFS is accustomed to
formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.,
typesetting expenses), and the Company shall bear the expense of adjusting or changing the format
to conform with any of its prospectuses.

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3.2.	The prospectus for the Shares shall state that the statement of additional information for
the Shares is available from the Trust or its designee. The Trust or its designee, at its expense,
shall print and provide such statement of additional information to the Company (or a master of
such statement suitable for duplication by the Company) for distribution to any owner of a Policy
funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide
such statement to the Company (or a master of such statement suitable for duplication by the
Company) for distribution to a prospective purchaser who requests such statement or to an owner
of a Policy not funded by the Shares.
3.3.	The Trust or its designee shall provide the Company ffee of charge copies, if and to the
extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other
communications to Shareholders in such quantity as the Company shall reasonably require for
distribution to Policy owners.
3.4.	Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below,
the Company shall pay the expense of printing or providing documents to the extent such cost is
considered a distribution expense. Distribution expenses would include by way of illustration, but
are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to
prospective purchasers or to onners of esisting Policies not funded by such Shares.
3.5.	The Trust hereby notifies the Company that it may be appropriate to include in the
prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed
and shared funding.

3.6.	If and to the extent requircd by law, the Company shall
	(a)	solicit voting jnstn~ctionsfrom Policy owners;
	(b)	vote the Shares in accordance with instructions received from Policy owners; and
	(c)	vote the Shares for which no instructions have been received in the same
		proportion as the Shares of such Portfolio for which instructions have been
		received from Policy owners;

so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through

voting privileges for variable contract owners. The Company will in no way recommend action in

connection with or oppose or interfere with the solicitation of proxies for the Shares held for such

Policy owners. The Company reserves the right to vote shares held in any segregated asset account

in its own right, to the extent permitted by law. Participating Insurance Companies shall be

responsible for assuring that each of their separate accounts holding Shares calculates voting

privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust

and MFS will notify the Company of any changes of interpretations or amendments to the Mixed

and Shared Funding Exemptive Order.

ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1.         The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each
piece of sales literature or other promotional material in which the Trust, MFS, any other
investment adviser to the Trust: or any affiliate of MFS are named, at least three (3) Business Days

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prior to its use. No such material shall be used if the Trust, MFS, or their respective designees
reasonably objects to such use within three (3) Business Days after receipt of such material.
4.2.	The Company shall not give any information or make any representations or statement on
behalf of the Trust, MFS, any other investment adviser to the Trust, or any affiliate of MFS or
concerning the Trust or any other such entity in connection with the sale of the Policies other than
the information or representations contained in the registration statement, prospectus or statement
of additional information for the Shares, as such registration statement, prospectus and statement of
additional information may be amended or supplemented from time to time, or in reports or proxy
statements for the Trust, or in sales literature or other promotional material approved by the Trust,
MFS or their respective designees, except with the permission of the Trust: MFS or their respective
designees. The Trust, MFS or their respective designees each agrees to respond to any request for
approval on a prompt and timely basis. The Company shall adopt and implement procedures
reasonably designed to ensure that information concerning the Trust, MFS or any of their affiliates
which is intended for use only by brokers or agents selling the Policies (&, information that is not
intended for distnbution to Policy owners or prospective Policy owners) is so used, and neither the
Trust: MFS nor any of their affiliates shall be liable for any losses, damages or expenses relating to
the improper use of such broker only materials.
4.3.	The Trust or its designee shall furnish, or shall cause to be furnished, to the Company or its
designee, each piece of sales literature or other promotional material in which the Company andor
the Accounts is named, at least three ( 3 ) Business Days prior to its use. No such material shall be
used if the Company or its designee reasonably objects to such use within three ( 3 ) Business Days
after receipt of such material.
4.4.	The Trust and MFS shall not give, and agree that the Underwriter shall not give, any
information or make any representations on behalf of the Company or concerning the Company,
the Accounts, or the Policies in connection with the sale of the Policies other than the information
or representations contained in a registration statement, prospectus, or statement of additional
information for the Policies, as such regisbation statement, prospectus and statement of additional
information may be amended or supplemented from time to time, or in reports for the Accounts, or
in sales literature or other promotional material approved by the Company or its designee, except
with the permission of the Company. The Company or its designee agrees to respond to any
request for approval on a prompt and timely basis. The Trust and MFS may not alter any material
so provided by the Company or its designee (including, without limitation, presenting or delivering
such material in a-differentmedium, e.g., electronic or internet) without the prior written consent
of the Company. The parties hereto agree that this Section 4.4. is neither intended to designate nor
otherwise imply that MFS is an underwriter or distributor of the Policies.
4.5.	The Company and the Trust (or its designee in lieu of the Company or the Trust, as
appropriate) will each provide to the other at least one complete copy of all registration statements,
prospectuses, statements of additional information, reports, proxy statements, sales literature and
other promotional materials, applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Policies, or to the Trust or its Shares, prior to or
contemporaneously with the filing of such document with the SEC or other regulatory authorities.
The Company and the Trust shall also each promptly inform the other of the results of any
examination by the SEC (or other regulatory authorities) that relates to the Policies, the Trust or its
Shares, and the party that was the subject of the examination shall provide the other party with a
copy of relevant portions of any "deficiency letter" or other correspondence or written report
regarding any such examination.

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4.6.	No party shall use any other party's names, logos, trademarks or service marks, whether
registered or unregistered, without the prior written consent of such other party, or after written
consent therefor has been revoked, provided -thatseparate consent is not required under this Section
4.6 to the extent that consent to use a party's name, logo, trademark or service ▇▇▇▇ in connection
with a particular piece of advertising or sales literature has previously been giving by a party under
Sections 4.2 and 4.4 of this Agreement. The Company shall not use in advertising, publicly or
othenvise the name of the Trust: MFS or any of their affiliates nor any trade name, trademark,
trade device, servicemark, symbol or any abbreviation, contraction or simulation thereof of the
Trust, MFS, or their affiliates without the p r i g ▇▇▇▇▇▇ consent of the Trust or MFS in each
instance. The Trust and MFS shall not use in advertising, publicly or otherwise the name of the
Company or any of its affiliates nor any trade name, trademark, trade device, servicemark, symbol
or any abbreviation, contraction or simulation thereof of the Company or its affiliates without the
prior written consent of the Company in each instance.
4.7.	The Trust and MFS will provide the Company with as much notice as is reasonably
practicable of any proxy solicitation for any Portfolio, and of any material change in the Trust's
registration statement, particularly any change resulting in change to the registration statement or
prospectus or statement of additional information for any Account. The Trust and MFS will
cooperate with the Company so as to enable the Company to solicit proxies from Policy owners or
to make changes to its prospectus, statement of additional information or registration statement, in
an orderly manner. The Trust and MFS will make reasonable efforts to attempt to have changes
affecting Policy prospectuses beco~neeffective simultaneously with the annual updates for such
prospectuses.
4.8.	For purpose of this Article IV and Article VIII, the phrase "sales literature or other
promotional material" includes but is not limited to advertisements (such as material published, or
designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboards, motion pictures, or other public media), and sales
literature (such as brochures, circulars, reprints or excerpts or any other advertisement, sales
literature, or published articles), distributed or made generally available to customers or the public,
educational or training materials or communications distributed or made generally available to
some or all agents or employees.

ARTICLE V. FEES AND EXPENSES
5.1.	The Trust shall pay no fee or other compensation to the Company under this Agreement,
and the Company shall pay no fee or other compensation to the Trust, except that, to the extent the
Trust or any Portfolio has adopted and implemented a plan pursuant to Rule 12b-1 under the 1940
Act to finance distribution and for Shareholder servicing expenses, then the Trust may make
payments to the Company or to the underwriter for the Policies in accordance with such plan. Each
party, however, shall, in accordance with the allocation of expenses specified in Articles III and V
hereof, ieimburse other parties for expenses initially paid by one party but allocated to another
party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to
perform, and arranging for appropriate con~pensationfor, other services relating to the Trust and/or
to the Accounts.
5.2.	The Trust or its designee shall bear the expenses for the cost of registration and
qualification of the Shares under all applicable federal and state laws, including preparation and

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filing of the Tnlst's registration statement, and payment of filing fees and registration fees:
preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and
printing its prospectus and statement of additional information (to the extent provided by and as
determined in accordance with Article UI above); setting in type and printing the proxy materials
and reports to Shareholders (to the extent provided by and as determined in accordance with
Article III above); the preparation of all statements and notices required of the Trust by any federal
or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the
costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by
the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if
any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the
Policies.
5.3.	The Company shall bear the expenses of distributing the Shares' prospectus or
prospectuses in connection with new sales of the Policies and of distributing the Trust's
Shareholder reports to Policy owners. The Company shall bear all expenses associated with the
registration, qualification, and filing of the Policies under applicable federal securities and state
insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement
of additional information; and the cost of preparing, printing and distributing annual individual
account statements for Policy owners as required by state insurance laws.
5.4.	MFS will monthly reimburse the Company certain of the administrative costs and expenses
by the Company as a result of operations necessitated by the beneficial ownership by
Policy owners of shares of the Portfolios of the Trust equal to 0.20% per annum of the aggregate
net assets of the Trust attributable to variable life or variable annuity contracts offered by the
Company or its affiliates. In no event shall such fee be paid by the Trust. its shareholders or by the
Policy holders.

ARTICLE VI. DIVERSIFICATION AND RELATED LIMITATIONS
6.1.	The Trust and MFS represent and warrant that each Portfolio of the Trust will meet the
diversification requirements of Section 817 (h) (1) of the Code and Treas. Reg. 1.817-5, relating
to the diversification requirements for variable annuity, endowment, or life insurance contracts, as
they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and
other published announcements of the Internal Revenue Service interpreting these sections), as if
those requirements applied directly to each such Portfolio.
6.2.	The Trust and MFS represent that each Portfolio will elect to be qualified as a Regulated
Investment Company under Subchapter M of the Code and that they will maintain such
qualification (under Subchapter M or any successor or similar provision).
ARTICLE VII. POTENTIAL MATERIAL CONFLICTS
7.1.	The Trust agrees that the Board, constituted with a majority of disinterested trustees, will
monitor each Portfolio of the Trust for the existence of any material irreconcilable conflict between
the interests of the variable annuity contract owners and the variable life insurance policy owners
of the Company andor affiliated companies ("contract owners") investing in the Trust. The Board
shall have the sole authority to determine if a material irreconcilable conflict exists, and such
determination shall be binding on the Company only if approved in the form of a resolution by a

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majority of the Board: or a majority of the dismterested trustees of the Board. The Board will give
prompt notice of any such detemination to the Company.
7.2.	The Company agrees that it will be responsible for assisting the Board in c a v i n g out its
responsibilities under the conditions set forth in the Trust's exemptive application pursuant to
which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the
Board, as it may reasonably request, with all information necessary for the Board to consider any
issues raised and agrees that it will be responsible for promptly reporting any potential or existing
conflicts of which it is aware to the Board including, but not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are disregarded. The
Company also agrees that, if a material irreconcilable conflict arises, it will at its own cost remedy
such conflict up to and including (a) withdrawing the assets allocable to some or all of the
Accounts from the Trust or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Trust, or submitting to a vote of all
affected contract owners whether to withdraw assets from the Trust or any Portfolio and
reinvesting such assets in a different investment medium and, as appropriate, segregating the assets
attributable to any appropriate group of contract owners that votes in favor of such segregation, or
offering to any of the affected contract owners the option of segregating the assets attributable to
their contracts or policies, and (b) establishing a new registered management investment company
and segregating the assets underlying the Policies, unless a majority of Policy owners materially
adversely affected by the conflict have voted to decline the offer to establish a new registered
n~anagementinvestment company.
7.3.	A majority of the disinterested trustees of the Board shall determine whether any proposed
action by the Company adequately remedies any material irreconcilable conflict. In rlk event that
the Board determines that any proposed action does not adequately remedy any material
irreconcilable conflict, the Company will withdraw from investment in the Trust each of the
Accounts designated by the disinterested trustees and terminate this Agreement within six (6)
months after the Board informs the Company in writing of the foregoing determination; provided,
however, that such withdrawal and termination shall be limited to the extent required to remedy
any such material irreconcilable conflict as determined by a majority of the disinterested trustees of
the Board.
7.4.	If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted,
to provide exemptive relief from any provision of the 1940Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive
Order) on terms and conditions materially different from those contained in the Mixed and Shared
Funding Exernptive Order, then (a) the Trust andlor the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T), as
amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5,
3.6,7.l, 7.2, 7.3 and 7.4 of this Agreement shall continue in effect only to the extent that terms and
conditions substantially identical to such Sections are contained in such Rule(s) as so amended or
adopted.

ARTICLE VIII. INDElMNIFlCATION
8.1. Indemnification bv the Companv

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The Company agees to indemnify and hold harmless the Trust, MFS: any affiliates of

MFS, and each of their respective directors/trustees, officers and each person, if any, who controls

the Trust or MFS within the meaning of Section 15 of the 1933 Act, and any agents or employees

of the foregoing (each an "Indemnified Party," or collectively, the "Indemnified Parties" for

purposes of this Section 8.1) against any and a11 losses, claims, damages, liabilities (including

amounts paid in settlement with the n~ittenconsent of the Company) or expenses (including

reasonable counsel fees) to which any Indemnified Party may become subject under any statute,

regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or

expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the

Shares or the Policies and:

(a)  arise out of or are based upon any untrue statement or alleged untrue statement of

any material fact contained in the registration statement, prospectus or statement of

additional information for the Policies or contained in the Policies or sales

literature or other promotional material for the Policies (or any amendment or

supplement to any of the foregoing), or arise out of or are based upon the omission

or the alleged omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading provided that this

agreement to indemnify shall not apply as lo any Indemnified Party if such

statement or omission or such alleged statement or omission was made in

reasonable reliance upon and in conformity with information furnished to the

Company or its designee by or on behalf of the Trust or MFS for use in the

registration statement, prospectus or statement of additional infomation for the

Policies or in the Policies or sales literature or other promotional material (or any

amendment or supplement) or otherwise for use in connection with the sale of the

Policies or Shares: or

(b)  arise out of or as a result of statements or representations (other than statements or

representations contained in the registration statement, prospectus, statement of

additional information or sales literature or other promotional material of the Trust

not supplied by the Company or its designee, or persons under its control and on

which the Company has reasonably relied) or wrongful conduct of the Company or

persons under its control, with respect to the sale or distribution of the Policies or

Shares; or

(c)  arise out of any untrue statement or alleged untrue statement of a material fact

contained in the registration statement, prospectus, statement of additional

information, or sales literature or other promotional literature of the Trust, or any

amendment thereof or supplement thereto, or the omission or alleged omission to

state therein a material fact required to be stated therein or necessary to make the

statement or statements therein not misleading, if such statement or omission was

made in reliance upon information furnished to the Trust by or on behalf of the

Company; or

(d)  arise out of or result from any material breach of any representation and/or

warranty made by the Company in this Agreement or arise out of or result from

any other material breach of this Agreement by the Company; or

(e)  arise as a result of any failure by the Company to provide the services and furnish

the materials under the terms of this Agreement;

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as limited by and in accordance with the provisions of this Article VIII.
8.2.	Indemnification by the Trust
	The Trust agrees to indemnify and hold harmless the Company and each of its directors
and officers and each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act, and any agents or employees of the foregoing (each an "Indemnified Party," or
collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the written consent of the
Trust) or expenses (including reasonable counsel fees) to which any Indenmfied Party may
become subject under any statute, at common law or otherwise, insofar as such losses: claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale
or acquisition of the Shares or the Policies and:

(a)	arise out of or are based upon any untrue statement or alleged untrue statement of
	any material fact contained in the registration statement, prospectus, statement of
	additional information or sales literature or other promotional materlal of the Trust
	(or any amendment or supplement to any of the foregoing), or arise out of or are
	based upon the omission or the alleged omission to state therein a material fact
	required to be stated therein or necessary to make the statement therein not
	misleading, provided that this agreement to indemnify shall not apply as to any
	Indemnified Party if such statement or omission or such alleged statement or
	omission was made in reasonable reliance upon and in conformity with
	information fumished to the Trust, MFS, the Underwriter or their respective
	designees by or on behalf of the Company for use in the registration statement,
	prospectus or statement of additional information for the Trust or in sales literature
	or other promotional material for the Trust (or any amendment or supplement) or
	otherwise for use in connection with the sale of the Policies or Shares; or
(b)	arise out of or as a result of statements or representations (other than statements or
	representations contained in the repstration statement, prospectus, statement of
	additional information or sales literature or other promotional matenal for the
	Policies not supplied by the Trust, MFS, the Underwriter or any of their respective
	designees or persons under their respective control and on which any such entity
	has reasonably relied) or wrongful conduct of the Trust or persons under its
	control, with respect to the sale or distribution of the Policies or Shares; or
(c)	arise out of any untrue statement or alleged untrue statement of a material fact
	contained in the registration statement, prospectus, statement of additional
	information, or sales literature or other promotional literature of the Accounts or
	relating to the Policies, or any amendment thereof or supplement thereto, or the
	omission or alleged omission to state therein a material fact required to be stated
	therein or necessary to make the statement or statements therein not misleading, if
	such statement or omission was made in reliance upon information furnished to the
	Company by or on behalf of the Trust, MFS or the Underwriter; or
(d)	arise out of or result from any matenal breach of any representation andtor
	warranty made by the Trust in this Agreement (including a failure, whether

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	unintentional or in good faith or otherwise, to comply with the diversification
	requirements specified in Article VI of this Agreement) or arise out of or result
	from any other material breach of this Agreement by the Trust; or
(e)	arise out of or result from the materially incorrect or untimely calculation or
	reporting of the daily net asset value per share or dividend or capital gain
	distribution rate; or
(f)	arise as a result of any failure by the Trust to provide the services and furnish the
	materials under the terms of the Agreement;

as limited by and in accordance with the provisions of this Article VIII.
8.3.	In no event shall the Trust be liable under the indemnification provisions contained in this
Agreement to any individual or entity, including without limitation, the Company, or any
Participating Insurance Company or any Policy holder, with respect to any losses, claims, damages,
liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty,
and/or covenant made by the Company hereunder or by any Participating Insurance Company
under an agreement containing substantially similar representations, warranties and covenants; (ii)
the failure by the Company or any Participating Insurance Company to maintain its segregated
asset account (which invests in any Portfolio) as a legally and validly established segregated asset
account under applicable state law and as a duly registered unit investment trust under the
provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by the Company or any
Participating lnsurance Company to maintain its variable annuity andlor variable life insurance
contracts (with respect to which any Portfolio serves as an underlying funding vehicle) as life
insurance, endowment or annuity contracts under applicable provisions of the Code.
8.4.	Neither the Company nor the Trust shall be liable under the indemnification provisions
contained in this Agreement with respect to any losses, claims, damages, liabilities or expenses to
which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's
willful misfeasance, willful misconduct, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement.
8.5.	Promptly after receipt by an Indemnified Party under this Section 8.5. of notice of
commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be
made against the indemnifying party under this section, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will not relieve it
from any liability which it may have to any Indemnified Party otherwise than under this section. In
case any such action is brought against any Indemnified Party, and it notified the indemnifying
party of the commencement thereof, the indemnifying party will be entitled to participate therein
and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such
Indemnified Party. After notice from the indemnifying party of its intention to assume the defense
of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it,
and the indemnifying party shall not be liable to such Indemnified Party under this section for any
legal or other expenses subsequently incurred by such Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation.
8.6.	Each of the parties agrees promptly to notify the other parties of the commencement of any
litigation or proceeding against it or any of its respective officers, directors, trustees, employees or

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1933 Act control persons in connection with the Agreement, the issuance or sale of the Policies,
the operation of the Accounts, or the sale or acquisition of Shares.
8.7.	A successor by law of the parties to this Agreement shall be entitled to the benefits of the
indemnification contained in this Article VIIl. The indemnification provisions contained in this
Article VIll shall survive any termination of this Agreement.
ARTlCLE IX. APPLlCABLE LAW
9.1.	This Agreement shall be construed and the provisions hereof interpreted under and in
accordance with the laws of The Commonwealth of Massachusetts.
9.2.	This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the
rules and regulations and rulings thereunder, including such exemptions from those statutes, rules
and regulations as the SEC may grant and the terms hereof shall be interpreted and construed in
accordance therewith.
ARTlCLE X. NOTICE O F FORIIIAL PROCEEDINGS
The Trust, MFS, and the Company agree that each such party shall promptly notify the other parties
to this Agreement: in writing, of the institution of any formal proceedings brought against such party or its
designees by the NASD, the SEC, or any insurance department or any other regulatory body regarding such
party's duties under this Agreement or related to the sale of the Policies, the operation of the Accounts, or
the purchase of the Shares.
ARTlCLE XI. TERMINATION
1 1 . 1 .	This Agreement shall terminate with respect to the Accounts, or one, some, or all

(a)	at the option of any party upon six (6) months' advance written notice to the other
	parties; or
(b)	at the option of the Company to the extent that the Shares of Portfolios are not
	reasonably available to meet the requirements of the Policies or are not
	"appropriate funding vehicles" for the Policies, as reasonably determined by the
	Company. Without limiting the generality of the foregoing, the Shares of a
	Portfolio would not be "appropriate funding vehicles" if, for example, such Shares
	did not meet the diversification or other requirements referred to in Article VI
	hereof; or if the Company would be permitted to disregard Policy owner voting
	instructions pursuant to Rule 6e-2 or 6e-3(T) under the 1940Act. Prompt notice of
	the election to terminate for such cause and an explanation of such cause shall be
	furnished to the Trust by the Company; or
(c)	at the option of the Trust or MFS upon institution of formal proceedings against
	the Company by the NASD, the SEC, or any insurance department or any other
	regulatory body regarding the Company's duties under this Agreement or related to

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the sale of the Policies, the operation of the Accounts, or the purchase of the

Shares: or

(d)  at the option of the Company upon institution of formal proceedings against the

Trust by the NASD, the SEC, or any state securities or insurance department or

any other regulatory body regarding the Trust's or MFS' duties under this

Agreement or related to the sale of the Shares; or

(e)  at the option of the Company, the Trust or MFS upon receipt of any necessary

regulatory approvals andlor the vote of the Policy owners having an interest in the

Accounts (or any subaccounts) to substitute the shares of another investment

company for the corresponding Portfolio Shares in accordance with the terms of

the Policies for which those Portfolio Shares had been selected to serve as the

underlying investment media. The Company will give thirty (30) days prior

written notice to the Trust of the Date of any proposed vote or other action taken to

replace the Shares; or

(f)  termination by either the Trust or MFS by written notice to the Company, if either

one or both of the Trust or MFS respectively, shall determine, in their sole

judgment exercised in good faith, that the Company has suffered a matenal

adverse change in its business, operations, financial condition, or prospects since

the date of this Agreement or is the subject of material adverse publicity; or

(g)  terminstion by the Company by ▇▇▇▇▇▇ notice to the Trust and MFS, if the,

Company shall determine, in its sole judgment exercised in good faith, that the

Trust or MFS has suffered a material adverse change in this business, operations,

financial condition or prospects since the date of this Agreement or is the subject

of material adverse publicity; or

(h)  at the option of any party to this Agreement, upon another party's matenal breach

of any provision of this Agreement; or

(i)  upon assignment of this Agreement, unless made with the written consent of the

parties hereto.

11.2. The notice shall specify the Portfolio or Portfolios, Policies and, if applicable, the

Accounts as to which the Agreement is to be terminated.

11.3. It is understood and agreed that the right of any party hereto to terminate this Agreement

pursuant to Section 11.1(a) may be exercised for cause or for no cause.

11.4. Except as necessary to implement Policy owner initiated transactions, or as required by

state insurance laws or regulations, the Company shall not redeem the Shares attributable to the

Policies (as opposed to the Shares attributable to the Company's assets held in the Accounts), and

the Company shall not prevent Policy owners from allocating payments to a Portfolio that was

othenvise available under the Policies, until thirty (30) days after the Company shall have notified

the Trust of its intention to do so.

11.5. Notwithstanding any termination of this Agreement, the Trust and MFS shall, at the option

of the Company, continue to make available additional shares of the Portfolios pursuant to the

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terms and conditions of this Agreement, for all Policies in effect on the effective date of

ternination of this Agreement (the "Existing Policies"), except as otherwise provided under Article

VII of this Agreement. Specifically, without limitation, the owners of the Existing Policies shall be

permitted to transfer or reallocate investment under the Policies, redeem investments in any

Portfolio and or invest in the Trust upon the making of additional purchase payments under the

Existing Policies.

ARTICLE XII. NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier or

facsimile to the other party at the address of such party set forth below or at such other address as such

party may from time to time specify in writing to the other party.

If to the Tnlst:

MFS Variable Insurance Trust

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ 021 16

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary

If to the Company:

Principal Life lns~lranceCompany

71 ▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Facsimile No.: (5 15) 248-301 1

Attn: ▇▇▇▇▇ ▇▇▇▇▇, Counsel

If to MFS:

Massachusetts Financial Services Company

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ 021I 6

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel

ARTICLE XIII . MISCELLANEOUS

13.1. Subject to the requirement of legal process and regulatory authority, each party hereto shall

treat as confidential the names and addresses of the owners of the Policies and all information

reasonably identified as confidential in writing by any other party hereto and, except as permitted

by this Agreement or as otherwise required by applicable law or regulation, shall not disclose,

disseminate or utilize such names and addresses and other confidential information without the

express written consent of the affected party until such time as it may come into the public domain.

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13.2. The captions in this Agreement are included for convenience of reference only and in no

way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

13.3. This Agreement may be executed simultaneously in one or more counterparts, each of

which taken together shall constitute one and the same instrument.

13.4. If any provision of this Agreement shall be held or made invalid by a court decision,

statute, rule or othenvise, the remainder of the Agreement shall not be affected thereby.

13.5. The Schedule attached hereto, as modified from time to time, is incorporated herein by

reference and is part of this Agreement.

13.6. Each party hereto shall cooperate with each other party in connection with inquiries by

appropriate governmental authorities (including without limitation the SEC, the NASD, and state

insurance regulators) relating to this Agreement or the transactions contemplated hereby.

13.7. The rights; remedies and obligations contained in this Agreement are cumillative and are in

addition to any and all rights, remedies and obligations, at law or in equity, \vhich the parties hereto

are entitled to under state and federal laws.

13.8. A copy of the Trust's Declaration of Trust is on file with the Secretary of State of The

Commona:ealth of Massachusetts. The Company acknowledges that the obl~gationsof or arising

out of this instrument are not binding upon any of the Trust's tnlstees, officers: employees, agents

or shareholders individually, but are binding solely upon the assets and property of the Trust in

accordance with its proportionate interest hereunder. The Company ft~rtheracknowledges that the

assets and liabilities of each Portfolio are separate and distinct and that the obligations of or arising

out of this instrument are binding solely upon the assets or property of the Portfolio on whose

behalf the Trust has executed this instrument. The Company also agees that the obligations of

each Portfolio hereunder shall be several and not joint, in accordance with its proportionate interest

hereunder, and the Company agrees not to proceed against any Portfolio for the obligations of

another Portfolio.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in

its name and on its behalf by its duly author~zedrepresentative and its seal to be hereunder affixed hereto

as of the date specified above.

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	EXHIBIT A-I
1.	MFS VIT Emerging Growth Series-Service Class
2.	MFS VIT Mid Cap Growth Series-Service Class
3.	MFS VIT New Discovery Series-Service Class
4.	MFS VIT Value Series-Service Class

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