Principal Life Insurance Company - Broker Dealer Marketing and Servicing Agreement__Parties_2
BROKER DEALER   MARKETING AND SERVICING AGREEMENT   FOR VARIABLE ANNUITY CONTRACTS      This Broker Dealer Marketing and Servicing Agreement for Variable Annuity Contracts (the "Agreement") is   effective this ______ day of ________________, 2013, by and among Principal Life Insurance Company   ("Issuer") and Princor Financial Services Corporation ("Distributor"), on the one hand, and   _______________________ and its duly licensed insurance affiliates indicated on the signature page of this   Agreement, if any, (collectively "Broker Dealer"), on the other hand. Distributor, Issuer and Broker Dealer are   individually referred to as a "Party" and collectively as the "Parties"      RECITALS      A. Issuer offers certain individual variable annuity contracts listed in the exhibit(s) attached to this Agreement

   B. Distributor is a broker dealer registered with the Securities and Exchange Commission (the "SEC") under

   C. Broker Dealer is engaged in the sale of securities and other investment products, including variable annuity

   D. The Parties enter into this Agreement for the purpose of authorizing Broker Dealer to solicit sales of and

   NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the   receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows:      REPRESENTATIONS      1. Issuer represents that the Annuity Contracts shall comply with the registration and other applicable   requirements of the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940   (the "40 Act") and the rules and regulations thereunder, including the terms of any order of the SEC   with respect thereto. Issuer further represents that the Annuity Contract prospectuses included in   Issuer's registration statement, post-effective amendments, and any supplements thereto, as filed or to be   filed with the SEC, as of their respective effective dates, contain or will contain all statements and   information required to be stated therein by the 1933 Act and in all respects conform or will conform to   the requirements thereof, and no prospectus, nor any supplement thereof, includes or will include any   untrue statement of a material fact, or omits or will omit to state any material fact required to be stated   therein or necessary to make the statements therein not misleading; provided, however, that the   foregoing representations shall not apply to information contained in or omitted from any prospectus or   supplement in reliance upon and in conformity with written information furnished to Issuer by Broker   Dealer specifically for use in preparation thereof. The foregoing representations also shall not apply to   information contained in or omitted from any prospectus or supplement of any underlying mutual fund.

("Annuity Contracts"). The exhibit(s) attached to this Agreement are incorporated herein by reference and  made a part hereof ("Exhibits").

the Securities and Exchange Act of 1934, as amended, (the "1934 Act") and a member in good standing of  the Financial Industry Regulatory Authority, Inc. ("FINRA"). Distributor is the principal underwriter of the  Annuity Contracts.

contracts. Broker Dealer either is licensed in certain states as an insurance agent or agency or has entered  into an insurance networking agreement with the undersigned duly licensed insurance affiliates to act on its  behalf in the capacity of a licensed insurance agent or agency.

service Annuity Contracts, subjects to the terms and conditions set forth in this Agreement and the Exhibits.





    2 . Broker Dealer represents and warrants that it is a broker dealer registered with the SEC under the 1934   Act, a member in good standing of FINRA, and is registered as a broker dealer under state law to the   extent required in order for it or those persons who are registered with it and licensed as insurance   producers ("Registered Representatives") to provide the services described in this Agreement. Broker   Dealer agrees to abide by all rules and regulations of FINRA, including its Conduct Rules, and to   comply with all applicable state and federal laws and the rules and regulations of authorized regulatory   agencies affecting the sale and servicing of Annuity Contracts.         MARKETING/SERVICING      3 . Issuer and Distributor appoint Registered Representatives to solicit and procure applications for the sale   of and service of Annuity Contracts. This appointment is not exclusive and only extends to those   jurisdictions in which the Annuity Contracts have been approved for sale and in which Broker Dealer   and Registered Representatives are properly registered, licensed and appointed.      4 . Broker Dealer will itself be, or will select persons associated with it who are, trained and qualified to   solicit applications for purchase and service of Annuity Contracts in conformance with applicable state   and federal laws. Any such persons shall be registered representatives of Broker Dealer in accordance   with the rules of FINRA and any applicable state laws, be licensed to offer the Annuity Contracts in   accordance with the insurance laws of any jurisdiction in which such person solicits applications and be   licensed with and appointed by Issuer to solicit applications for and service Annuity Contracts.      5 . Broker Dealer will use commercially reasonable efforts to train and instruct its Registered   Representatives not to make recommendations to an applicant to purchase an Annuity Contract in the   absence of reasonable grounds to believe that the purchase is suitable for such applicant, in accordance   with the suitability and disclosure requirements of the 1934 Act, FINRA Conduct Rule 2310, and any   state insurance law or regulation governing the offer and sale of Annuity Contracts, including any state   law or regulation governing sales to the public in general (e.g. consumer protection laws or regulations,   unfair trade practices, annuity disclosure regulations, etc.) or to senior citizens, as the same may be   amended or interpreted from time to time. Broker Dealer will use commercially reasonable efforts to   determine that each transaction is completed with a Registered Representative's report indicating   suitability, including any required and necessary customer information, and is subjected to a review   process in compliance with FINRA Conduct Rule 3010, as the same may be amended or interpreted   from time to time. Each application shall be approved by one of Broker Dealer's registered principals, in   accordance with all applicable FINRA rules.      6 . The activities of all Registered Representatives, employees and agents ("producers") will be under the   direct supervision and control of Broker Dealer. The right of Registered Representatives to solicit   applications for the purchase and service of Annuity Contracts is subject to their continued compliance   with the rules and procedures that may be established by Broker Dealer, or Issuer, including, but not   limited to, those set forth in this Agreement.      7 . Broker Dealer shall ensure that applications for the purchase of Annuity Contracts are solicited only in   the states where Annuity Contracts are qualified for sale, and only in accordance with the terms and   conditions of the then current prospectus applicable to Annuity Contracts and will make no   representations not included in the prospectus, Statement of Additional Information, or in any   authorized supplemental material supplied by Distributor. With regard to Annuity Contracts, Broker   Dealer shall not use or permit its producers to use any sales promotion materials or any form of   advertising other than that supplied or approved by Distributor. Issuer and Distributor shall provide only   approved supplemental material, advertising and sales materials, including illustrations, for Broker   Dealer's use.





    8 . Broker Dealer will promptly forward to the appropriate office of Distributor, or its authorized designee,   all Annuity Contract applications along with other documents, if any, and any payments received with   such applications and will have no rights of set off for any reason. Any Annuity Contract application   that is rejected, together with any payment made and other documents submitted, shall be returned to   Broker Dealer or the source of the payments.      9 . Broker Dealer shall ensure that the prospectus delivery requirements under the 1933 Act and all other   applicable securities and insurance laws, rules and regulations are met and that delivery of any   prospectus for Annuity Contracts will be accompanied by delivery of the prospectus for the underlying   mutual funds, and, where required by state law, the Statement of Additional Information for the   underlying mutual funds. Issuer or Distributor shall inform Broker Dealer of those states that require   delivery of a Statement of Additional Information with the prospectus on initial sale. Broker Dealer is   responsible for prospectus delivery requirements only on initial sale. Issuer and Distributor will be   responsible for prospectus delivery annually after the original sale.      10 . Broker Dealer agrees to maintain all books and records relating to the servicing and sale of Annuity   Contracts or interests therein required under the 1934 Act, and any applicable rules promulgated   thereunder, and applicable securities or insurance laws of any states.      11 . Broker Dealer understands and agrees that in performing the services covered by this Agreement, it is   acting in the capacity of an independent contractor and not as an agent or employee of Distributor or   Issuer and is not authorized to act for, or make any representation on behalf of, Distributor or Issuer   except as specified herein. Broker Dealer understands and agrees that Issuer shall execute telephone   transactions only in accordance with the terms and conditions of the then current prospectus applicable   to Annuity Contracts and agrees that in consideration for Broker Dealer's right to exercise the telephone   transaction services neither Distributor nor Issuer will be liable for any loss, injury or damage incurred   as a result of acting upon, nor will they be held responsible for the authenticity of any telephone   instructions containing unauthorized, incorrect or incomplete information. Broker Dealer agrees to   indemnify and hold harmless Distributor and Issuer against any loss, injury or damage resulting from   any telephone transactions instruction containing unauthorized, incorrect or incomplete information   received from Broker Dealer or any of its Registered Representatives. (Telephone instructions are   recorded on tape.)      12 . Broker Dealer has no authority to: incur any liability or debt on behalf of Issuer or Distributor; accept   risks or contracts of any kind; make, alter, authorize or discharge any contract; fail to transmit promptly   any contributions collected to Issuer or Distributor; or bind Issuer or Distributor in any way.      13 . Broker Dealer agrees to notify Distributor promptly of any change, termination, or suspension of its   status as a broker dealer or FINRA member. Broker Dealer shall immediately notify Distributor with   respect to i) the initiation and disposition of any form of disciplinary action by the FINRA or any other   agency or instrumentality having jurisdiction with respect to the subject matter hereof against Broker   Dealer or any Registered Representative; ii) the issuance of any form of deficiency notice made part of   the public record by FINRA or any such agency regarding Broker Dealer's training, supervision or sales   practices; and/or iii) the effectuation of any consensual order with respect thereto.      14. Broker Dealer agrees to notify Distributor and Issuer immediately of any customer complaints or legal   or regulatory inquiries (including, but not limited to, subpoenas) regarding any Annuity Contracts   offered or sold pursuant to the Agreement. Broker Dealer shall provide full, prompt cooperation and   assistance to Distributor and Issuer in responding to and resolving any such complaints or inquiries.      15. Anti-Money Laundering and Know Your Customer Compliance: The Parties acknowledge that they are   financial institutions subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the   "AML Acts"), which require, among other things, that financial institutions adopt compliance programs





    to guard against money laundering. Each Party represents and warrants that it is in compliance and will   continue to comply with the AML Acts and the applicable rules and regulations of the SEC, FINRA, and   any other self-regulatory organizations, as they now exist and as they may be amended in the future.   Broker Dealer represents and warrants that it has adopted a customer identification program and will   verify the identity of customers who purchase Annuity Contracts. Periodically, Issuer or Distributor may   ask Broker Dealer to, and Broker Dealer agrees to, certify that it is compliance with the requirements,   representations and warranties in this paragraph. The Parties further acknowledge that they have a   current 314(b) notice on file with FinCEN in accordance with section 314(b) of the USA Patriot Act and   agree to refile such notice annually (or as otherwise required to remain current in accordance with   applicable rules and regulations) during the term of this Agreement.      COMPENSATION      16. Unless otherwise provided, Issuer, on behalf of Distributor, shall pay compensation to Broker Dealer as   set out in this Agreement and the Exhibits. Compensation shall only be paid to Broker Dealer of record   on premiums paid to and retained by Issuer while this Agreement is in force. Broker Dealer agrees to   pay a commission to Registered Representatives in connection with the sales or servicing of Annuity   Contracts under this Agreement.      17. In those states where Broker Dealer has not obtained an insurance license, Broker Dealer represents and   warrants that: it has entered into an insurance networking agreement with the undersigned duly licensed   insurance affiliate(s) to act on its behalf in the capacity of a licensed insurance agent or agency   ("Affiliated Agency"). Broker Dealer authorizes Issuer to pay any compensation owed to Broker Dealer   from the sales or servicing of Annuity Contracts to such Affiliated Agency. Broker Dealer remains fully   responsible for recordkeeping and supervision of the solicitation, sale and/or servicing of Annuity   Contracts. All compensation received by Affiliated Agency in accordance with this section will be   distributed by Affiliated Agency only to duly licensed and registered representatives who have been   appointed by Issuer to solicit applications for Annuity Contracts.      18. Issuer and Distributor may change the compensation schedules set forth in the attached Exhibits at any   time and will notify Broker Dealer of the revised compensation schedules electronically or by other   writing in advance of the effective date of the change. Any change to the compensation schedules will   affect only commissions payable on Annuity Contracts with an effective date on or after the effective   date of the change, unless otherwise provided or required by law. Issuer or Distributor may discontinue   the issuance of any form of Annuity Contract and fix the amount of compensation on Annuity Contracts   issued in exchange for previously issued Annuity Contracts.      19. Broker Dealer agrees to return promptly to Issuer all compensation received for any Annuity Contract   returned within the "free look" period as specified in the Annuity Contract. Issuer expressly reserves the   right to change the broker dealer of record or Registered Representative in the event an Annuity   Contract owner so requests.      20. Any indebtedness or obligation of Broker Dealer to Distributor or Issuer, whether arising hereunder or   otherwise, shall be set off against any compensation payable under this Agreement or any other   agreement between or among the Parties or their affiliates. Indebtedness or obligations include but are   not limited to any debt, liability, or debit balance resulting from Issuer's reversal of compensation under   this Agreement or any other agreement between or among the Parties or their affiliates. It also includes   any amount paid by Issuer or Distributor, including reasonable attorney fees and costs, to settle a   complaint or satisfy any judgment entered by any court, administrative agency or arbitrator related to   any Annuity Contract sold by Broker Dealer, or its producers or breach of Broker Dealer's duties and   responsibilities contained in this or any prior Agreement, whether or not the liability for settlement or   satisfaction of judgment arose after the termination of this Agreement. Issuer or Distributor reserves the   right to use any remedies under the law to collect any indebtedness Broker Dealer owes Issuer or





    Distributor and Broker Dealer agrees to pay any reasonable attorney's fees and actual costs of collection   incurred as a result of such action.      CONFIDENTIALITY      21. a. Confidentiality. Each Party acknowledges that, in the course of performing its duties under this   Agreement or otherwise, it may receive or learn information about individuals who have applied for   or purchased financial products or financial services from the other Party, including, but not limited   to, personal, financial and/or health information ("Confidential Information"). Each Party agrees   that it will not use or disclose to any affiliate or third party, orally or in writing, any Confidential   Information of the other Party for any purpose other than the purpose for which the Confidential   Information was provided to that Party. Without limiting any of the foregoing, each Party agrees to   take all precautions that are reasonably necessary to protect the security of the other Party's   Confidential Information. Each Party agrees to restrict access to the other Party's Confidential   Information to those employees who need to know that information to perform their duties under this   Agreement. Each Party further agrees that, upon request of the other Party, it will return to the Party   making such request all tangible items containing any Confidential Information of the other Party,   including all copies, abstractions and compilations thereof, without retaining any copies of the items   required to be returned. The obligations of this paragraph extend to the employees, agents, affiliates   and contractors of each Party and each Party shall inform such persons of their obligations   hereunder.      21. b. Notification obligation. Each Party shall, upon learning of any unauthorized disclosure or use of any   of the other Party's Confidential Information, notify the other Party promptly and cooperate fully   with such Party to protect such Confidential Information.      21. c. Disclosure required by law. If Broker Dealer believes it is required by law or by a subpoena or court   order to disclose any Confidential Information, Broker Dealer, prior to any disclosure, shall   promptly notify Issuer in writing attaching a copy of the subpoena, court order or other demand and   shall make all reasonable efforts to allow Issuer an opportunity to seek a protective order or other   judicial relief.      21. d. Non-restricted information. Except as stated in the final sentence of this paragraph, nothing in this   Agreement shall be construed to restrict disclosure or use of information that: (a) was in the   possession of or rightfully known by the recipient, without an obligation to maintain its   confidentiality, prior to receipt from the other Party; (b) is or becomes generally known to the public   without violation of this Agreement; (c) is obtained by the recipient in good faith from a third party   having the right to disclose it without an obligation of confidentiality; (d) is independently   developed by the receiving Party without the participation of individuals who have had access to the   other Party's confidential or proprietary information. The Parties acknowledge that certain laws   governing Confidential Information about individuals are more restrictive than the foregoing   statements and they agree to comply in all respects with such laws.      21. e. Compliance with law. Each Party agrees, in connection with its performance under this Agreement,   to comply with all applicable laws, including but not limited to laws protecting the privacy of non-   public personal information about individuals.      21. f. Survival. The provisions of this Agreement relating to confidentiality shall survive termination or   expiration of this Agreement.      INDEMNIFICATION      22. In connection with the offer, sale or servicing of Annuity Contracts, Broker Dealer agrees to indemnify





    and hold harmless Distributor and Issuer from any damage or expense, including reasonable attorneys'   fees, as a result of (a) the negligence, misconduct or wrongful act of Broker Dealer or producers; (b) any   violation of any securities or insurance laws, regulations or orders or (c) any actual obligation of the   Affiliated Agency under terms of the agreement between Broker Dealer and the Affiliated Agency,   including claims by one or more of Registered Representatives for compensation due or to become due   on account of such Registered Representatives' sale or servicing of Annuity Contracts and any claims or   controversy between Broker Dealer and Affiliated Agency as to rights to compensation.   Notwithstanding the foregoing, Broker Dealer shall not indemnify and hold harmless Distributor and   Issuer from any damage or expense on account of the negligence, misconduct or wrongful act of Broker   Dealer or producer if such negligence, misconduct or wrongful act arises out of or is based upon any   untrue statement or alleged untrue statement of material fact, or the omission or alleged omission of a   material fact in: (i) any registration statement, including any prospectus or any post-effective   amendment thereto; or (ii) any material prepared and/or supplied by Distributor or Issuer for use in   conjunction with the offer or sale of Annuity Contracts, or (iii) any state registration or other document   filed in any state or jurisdiction in order to qualify any Annuity Contracts under the securities laws of   such state or jurisdiction. The terms of this provision shall not be impaired by termination of this   Agreement      23. In connection with the solicitation of applications for the purchase of Annuity Contracts, Distributor and   Issuer agree to indemnify and hold harmless Broker Dealer from any damage or expense, including   reasonable attorneys' fees, as a result of the negligence, misconduct or wrongful act of Distributor or   Issuer or any employee, representative or agent of Distributor or Issuer, including but not limited to, any   damage or expense which arises out of or is based upon any untrue statement or alleged untrue   statement of material fact, or the omission or alleged omission of a material fact in: (i) any registration   statement, including any prospectus or any post-effective amendment thereto; or (ii) any material   prepared and/or supplied by Distributor or Issuer for use in conjunction with the offer or sale of Annuity   Contracts; or (iii) any state registration or other document filed in any state or other jurisdiction in order   to qualify any Annuity Contract under the securities laws of such state or jurisdiction and/or any actual   or alleged violation of any securities or insurance laws, regulations or orders. The terms of this   provision shall not be impaired by termination of this Agreement.      GENERAL PROVISIONS      24. Issuer or Distributor may modify this Agreement at any time by written notice to Broke Dealer. Any   notice shall be deemed to have been given on the date upon which it was either delivered personally or   by fax or e-mail transmission to the other Party, or mailed post prepaid to his or its address as shown   herein.      25. Any Party hereto may terminate this Agreement at any time upon prior written notice. This Agreement   shall automatically terminate if Broker Dealer voluntarily or involuntarily ceases to be or is suspended   from being, a member in good standing of FINRA. In addition, Distributor and Issuer reserve the right   to terminate this Agreement in the event that any producer of Broker Dealer is suspended, disciplined or   found to be in violation of governing insurance or securities laws, rules or regulations. Failure of any   Party to terminate this Agreement for any of the causes set forth in this Agreement shall not constitute a   waiver of the right to terminate this Agreement at a later time for any such causes.      26. This Agreement may not be assigned by Broker Dealer without the prior written consent of Issuer and   Distributor, which shall not be unreasonably withheld.      27. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.      28. No failure or delay to exercise, nor any single or partial exercise of, any right, power, or privilege given   or arising under this Agreement will operate as a waiver of future rights to exercise any such right,





    power, or privilege.      29. This Agreement may be signed in any number of counterparts, each of which will be considered an   original, but all of those counterparts will together constitute only one Agreement.      30. The determination that any provision of this Agreement is not enforceable in a particular jurisdiction   will not affect the validity or enforceability of the remaining provisions generally, or in any other   jurisdiction or as to any other entities not involved in that judgment. Such unenforceable provisions will   be stricken or deemed modified in accordance with such determination and this Agreement, as so   modified, will continue to be in force and effect.      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date first above   written.      ABC Company, Broker Dealer         By: ____________________________      _______________________________   Please type or print name      _______________________________   Please type or print Title      Date: __________________________           Princor Financial Services Corporation      By: _______________________________________   Marty Richardson   Operations Officer      Date: ____________________________________      Principal Life Insurance Company      By: _______________________________________   Angela Ellis   Assistant Vice President - Marketer Services      Date: ____________________________________      Affiliated Agencies of Broker Dealer      By: _______________________________________      __________________________________________   Please type or print name





    __________________________________________   Please type or print Title      Date: ____________________________________





      EXHIBIT A   COMPENSATION SCHEDULE FOR   PRINCIPAL VARIABLE ANNUITY CONTRACTS         Products may not be available in all states and state variations may apply.     Trail commissions are calculated as a percentage of account value.     Commissions for variable annuities are based on the age of the oldest owner or annuitant.     The trail commission is paid to the current servicing agent of record provided the Annuity Contract is still in effect.   Servicing agent means the broker dealer or Registered Representative appointed by us and accepted by the contract owner as the  servicing agent. If the contract owner requests a change in the servicing agent or if we decide that a change would be in the best  interests of the contract owner, trail commissions will be paid to the new servicing agent or his/her broker dealer where appropriate.  No trail commissions are paid after termination of this Agreement.

  A. Option Elections      The Broker Dealer will be paid compensation on sales of Principal Variable Annuity/Principal Investment Plus Variable   Annuitysm Contracts in accordance with the Compensation Options elected herein and which its Registered Representative   shall elect, using the election procedures established by the Issuer, upon submission of the product application to the   Issuer and for which good payment has been received.      Compensation paid will be based on Option A unless, upon submission of the contract application, the Registered   Representative elects another Option made available to it by Broker Dealer's election below.      Check the options available to your Registered Representatives.      _X_ Option A - Full front end compensation with no trail      ___Option B - Slightly lower front-end commission with a .10% annual trail commission paid quarterly starting at the end of the fifth  quarter      ___Option C - Lower front-end commission with a .30% annual trail commission paid quarterly starting at the end of the fifth quarter     ___Option D - Low or no up front-end commission based upon issue age with a 1.0% annual trail commission paid   quarterly starting at the end of the fifth quarter

Principal Variable Annuity (FVA)*/Principal  Investment Plus Variable Annuity (IPVA)**
Highlight the parts (if any) of this contract related to "Parties" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract
ABC Company