N-4/A 1 filingbody-preeff1.htm PRE-EFF #1 IPVA (APPS SIGNED AFTER 08/01/2013) filingbody-preeff1.htm - Generated by SEC Publisher for SEC Filing
As filed with the Securities and Exchange Commission on May 6, 2013.
  Registration No. 333-188293

 

  SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N -4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre -Effective Amendment No. _1_
Post-Effective Amendment No. __
and/or
  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 174
(Check appropriate box or boxes)
Principal Life Insurance Company Separate Account B
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(Exact Name of Registrant)
Principal Life Insurance Company
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(Name of Depositor)
The Principal Financial Group, Des Moines, Iowa 50392
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(Address of Depositor's Principal Executive Offices) (Zip Code)
(515) 362-2384
- ------------------------------------------------------------------------------
Depositor's Telephone Number, including Area Code
Doug Hodgson
The Principal Financial Group, Des Moines, Iowa 50392
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)
 
  Title of Securities Being Registered: PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITYSM
  (for applications signed on or after August 1, 2013)

 

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the Registration Statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration shall become effective on such date as the Commission, acting pursuant to Section 8(a), shall determine.


PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITYSM
(FOR APPLICATIONS SIGNED ON OR AFTER AUGUST 1, 2013)

Prospectus dated August 1, 2013

This prospectus describes Principal Investment Plus Variable Annuity, an individual, flexible premium, deferred variable annuity (the “Contract”), issued by Principal Life Insurance Company (“the Company”, “we”, “our” or “us”) through Principal Life Insurance Company Separate Account B (“Separate Account”).

This prospectus provides information about the Contract and the Separate Account that you, as owner, should know before investing. The prospectus should be read and retained for future reference. Additional information about the Contract and the Separate Account is included in the Statement of Additional Information (“SAI”), dated August 1, 2013, which has been filed with the Securities and Exchange Commission (the “SEC”) and is considered a part of this prospectus. The table of contents of the SAI is at the end of this prospectus. You may obtain a free copy of the SAI and all additional information by writing or calling: Principal Investment Plus Variable AnnuitySM, Principal Financial Group, P.O. Box 9382, Des Moines, Iowa 50306-9382, Telephone: 1-800-852-4450. You can also visit the SEC’s website at www.sec.gov, which contains the SAI, material incorporated into this prospectus by reference, and other information about registrants that file electronically with the SEC.

These securities have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

You generally may allocate your investment in the Contract among the following investment options: dollar cost averaging fixed accounts (“DCA Plus accounts”), a Fixed Account and the Separate Account divisions. The DCA Plus accounts and the Fixed Account are a part of our General Account. Each division of the Separate Account invests in shares of a corresponding mutual fund (the “underlying mutual funds”). A list of the underlying mutual funds available under the Contract is shown below.

Your accumulated value will vary according to the investment performance of the underlying mutual funds in which your selected division(s) are invested. We do not guarantee the investment performance of the underlying mutual funds.

For any administrative questions, you may contact us by writing or calling: Principal Investment Plus Variable AnnuitySM, Principal Financial Group, P.O. Box 9382, Des Moines, Iowa 50306-9382, Telephone: 1-800-852-4450

The Contract is available with or without the Premium Payment Credit Rider. This rider applies credits to the
accumulated value for premium payments made in contract year one. The amount of the credit may be more than
offset by the additional charges associated with it (higher surrender charges, a longer surrender charge
period and increased annual expenses). A Contract without this rider will cost less. You should review your
own circumstances to determine whether this rider is suitable for you. To assist you in making that determination, we
have highlighted in grey boxes those portions of this prospectus pertaining to the rider.
 
NOTE: We recapture the premium payment credit if you return the Contract during the examination offer period or
request full annuitization of the Contract prior to the third Contract anniversary. You take the risk that the
recaptured amount may exceed the then current value of the credit(s). This risk occurs when your investment
options have experienced negative investment performance (i.e., have lost value) since the credit was
applied. In that situation, you would be worse off than if you had not purchased the Premium Payment Credit
Rider.

 

The Contract is available with or without a Guaranteed Minimum Withdrawal Benefit rider (GMWB). The GMWB riders currently available are Principal Income Builder 3 (“PIB 3”) and Principal Income Builder 10 (“PIB 10”). You may only elect one GMWB rider.


 

The following underlying mutual funds are available under the Contract(1) :
AllianceBernstein Variable Products Series Fund — Class A Principal Variable Contracts Funds — Class 1
AllianceBernstein Small/Mid Cap Growth Portfolio Bond & Mortgage Securities Account
American Century Variable Portfolios, Inc. Diversified International Account
Inflation Protection Fund — Class II Equity Income Account
Mid Cap Value Fund - Class II Government & High Quality Bond Account
Ultra Fund — Class II International Emerging Markets Account
Delaware Variable Insurance Products— Service Class LargeCap Blend Account II
Small Cap Value LargeCap Growth Account
Dreyfus Investment Portfolios — Service Shares LargeCap Growth Account I
Technology Growth Portfolio LargeCap S&P 500 Index Account
DWS Variable Insurance Portfolio— Class B LargeCap Value Account
Small Mid Cap Value VIP MidCap Account
Fidelity Variable Insurance Products — Service Class 2 Money Market Account
Contrafund® Portfolio Principal Capital Appreciation Division
Equity-Income Portfolio Principal LifeTime 2010 Account(2)
Growth Portfolio Principal LifeTime 2020 Account(2)
Mid Cap Portfolio Principal LifeTime 2030 Account(2)
Overseas Portfolio Principal LifeTime 2040 Account(2)
Franklin Templeton Variable Insurance Products Trust Class 2 Principal LifeTime 2050 Account(2)
Small Cap Value Securities Fund Principal LifeTime Strategic Income Account(2)
Value Opportunities Fund Real Estate Securities Account
Goldman Sachs Variable Insurance Trust — Institutional Shares Short-Term Income Account
MidCap Value Fund SmallCap Blend Account
Structured Small Cap Equity Fund SmallCap Growth Account II
Invesco Variable Insurance Funds — Series I SmallCap Value Account I
International Growth Fund Strategic Asset Management Balanced Account Portfolio(2)
Small Cap Equity Fund Strategic Asset Management Conservative Balanced Portfolio(2)
MFS Variable Insurance Trust — Service Class Strategic Asset Management Conservative Growth Portfolio(2)
New Discovery Series Strategic Asset Management Flexible Income Portfolio(2)
Utilities Series Strategic Asset Management Strategic Growth Portfolio(2)
Value Series Principal Variable Contracts Funds — Class 2
Neuberger Berman Advisers Management Trust Diversified Balanced Account(2)
Socially Responsive Portfolio — I Class Diversified Growth Account(2)
PIMCO Variable Insurance Trust — Administrative Class Diversified Income Account(2)
All Asset Portfolio T. Rowe Price Equity Series, Inc. — II
Total Returns Portfolio T. Rowe Price Blue Chip Growth Portfolio
High Yield Portfolio T. Rowe Price Health Sciences Portfolio
Socially Responsive Portfolio — I Class Van Eck VIP Global Insurance Trust — Class S Shares
    Global Hard Assets Fund

 

(1 ) If you elect a GMWB rider, your investment options for premium payments and accumulated value will be restricted (for restrictions see
    APPENDIX B).
(2 ) This underlying mutual fund is a fund of funds. The fund of funds expenses may be higher than other fund types because the expenses of the
    selected fund include the expenses of the funds it holds.
 
An investment in the Contract is not a deposit or obligation of any bank and is not insured or guaranteed by
any bank, the Federal Deposit Insurance Corporation or any other government agency.
The Contract, certain Contract features and/or some of the investment options may not be available in all states or
through all broker dealers. In addition, some optional features may restrict your ability to elect certain other optional
features. For further details, please contact us at 1-800-852-4450.
This prospectus is valid only when accompanied by the current prospectuses for the underlying mutual funds. These
prospectuses should be kept for future reference. This prospectus is not an offer to sell, or solicitation of an offer to
buy, the Contract in states in which the offer or solicitation may not be lawfully made. No person is authorized to give
any information or to make any representation in connection with this Contract other than those contained in this
prospectus.

 

2


 

TABLE OF CONTENTS  
 
SEPARATE ACCOUNT INVESTMENT OPTIONS 2
GLOSSARY 6
SUMMARY OF EXPENSE INFORMATION 8
SUMMARY 13
 
1. THE CONTRACT 17
How To Buy a Contract 17
Premium Payments 17
Allocating Premium Payments 18
Principal Variable Annuity Exchange Offer (“exchange offer”) 18
Exchange Credit (for exchanges from our fixed deferred annuities) 18
Right to Examine the Contract (free look) 19
Accumulated Value 19
Telephone and Internet Services 20
 
2. CHARGES AND DEDUCTIONS 21
Surrender Charge 21
Free Surrender Amount 22
When Surrender Charges Do Not Apply 23
Waiver of Surrender Charge Rider 23
Transaction Fee 23
Premium Taxes 24
Annual Fee 24
Separate Account Annual Expenses 24
Mortality and Expense Risks Charge 24
Administration Charge 24
Charges for Rider Benefits Currently Available 25
Premium Payment Credit Rider 25
Principal Income Builder 3 (PIB 3) Rider 25
Principal Income Builder 10 Rider (PIB 10) Rider 26
Special Provisions for Group or Sponsored Arrangements 26
 
3. FIXED ACCOUNT AND DCA PLUS ACCOUNTS 27
Fixed Account 27
Fixed Account Value 27
Dollar Cost Averaging Plus Program (DCA Plus Program) 27
 
4. LIVING BENEFIT – GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB) 28
Factors to Consider Before You Buy A GMWB Rider 29
Which GMWB Rider May Be Appropriate for You 30
GMWB Rider Restrictions/Limitations 30
Additional Premium Payments 30
GMWB Investment Options 31
Principal Income Builder 3  
Overview 31
Withdrawal Benefit Base 32
Withdrawal Benefit Payment 32
Covered Life Change 34
Effect of Withdrawals 35
Excess Withdrawals 36
Required Minimum Distribution (RMD) Program for GMWB Riders 36
GMWB Bonus 37
GMWB Step-Up 37
Effect of Reaching the Maximum Annuitization Date 38

 

3


 

Effect of the Contract Accumulated Value Reaching Zero 38
Termination and Reinstatement 39
Effect of Divorce 39
Principal Income Builder 10  
Overview 41
Withdrawal Options 42
Withdrawal Benefit Base 42
Remaining Withdrawal Benefit Base 43
Withdrawal Benefit Payments 43
Covered Life Change 45
Effect of Withdrawals 46
Excess Withdrawals 46
Required Minimum Distribution (RMD) Program for GMWB Riders 47
GMWB Bonus 48
GMWB Step-Up 48
Effect of Reaching the Maximum Annuitization Date 49
Effect of the Contract Accumulated Value Reaching Zero 50
Termination and Reinstatement 51
Effect of Divorce 51
 
5. PREMIUM PAYMENT CREDIT RIDER 53
 
6. TRANSFERS AND SURRENDERS 54
Division Transfers 54
Unscheduled Transfers 55
Scheduled Transfers (Dollar Cost Averaging) 55
Fixed Account Transfers, Total and Partial Surrenders 56
Automatic Portfolio Rebalancing (APR) 56
Surrenders 57
Total Surrender 57
Unscheduled Partial Surrender 57
Scheduled Partial Surrender 57
 
7. THE ANNUITIZATION PERIOD 58
Annuitization Date 58
Full Annuitization 58
Partial Annuitization 58
Annuity Benefit Payment Options 58
Tax Considerations Regarding Annuity Benefit Payment Options 59
Death of Annuitant (During the Annuitization Period) 60
 
8. DEATH BENEFIT 60
Payment of Death Benefit 61
Standard Death Benefit Formula 61
GMWB Death Benefit – Principal Income Builder 3 62
GMWB Death Benefit – Principal Income Builder 10 66
 
9. ADDITIONAL INFORMATION ABOUT THE CONTRACT 72
The Contract 72
Delay of Payments 72
Misstatement of Age or Gender 72
Assignment 72
Change of Owner or Annuitant 73
Beneficiary 73
Contract Termination 73
Reinstatement 73
Reports 74

 

4


 

Important Information About Customer Identification Procedures 74
Frequent Trading and Market-Timing (Abusive Trading Practices) 74
Distribution of the Contract 75
Performance Calculation 75
 
10. FEDERAL TAX MATTERS 76
Taxation of Non-Qualified Contracts 76
Taxation of Qualified Contracts 77
Withholding 79
 
11. GENERAL INFORMATION ABOUT THE COMPANY 79
Corporate Organization and Operation 79
Legal Opinions 81
Legal Proceedings 81
Other Variable Annuity Contracts 81
Payments to Financial Intermediaries 81
Service Arrangements and Compensation 82
Mutual Fund Diversification 82
State Regulation 82
Independent Registered Public Accounting Firm 82
Financial Statements 82
 
12. TABLE OF SEPARATE ACCOUNT DIVISIONS 83
13. REGISTRATION STATEMENT 93
14. TABLE OF CONTENTS OF THE SAI 93
APPENDIX A — PRINCIPAL VARIABLE ANNUITY EXCHANGE OFFER 94
APPENDIX B — GMWB INVESTMENT OPTIONS 99
APPENDIX C — PRINCIPAL INCOME BUILDER 3 EXAMPLES 100
APPENDIX D — PRINCIPAL INCOME BUILDER 10 EXAMPLES 105
APPENDIX E — PRINCIPAL INCOME BUILDER 3 (FOR STATES WHERE MOST RECENT  
VERSION OF THE RIDER NOT APPROVED) 115
APPENDIX F — PRINCIPAL INCOME BUILDER 10 (FOR STATES WHERE MOST RECENT  
VERSION OF THE RIDER NOT APPROVED) 132
APPENDIX G —GMWB DEATH BENEFIT EXAMPLES 158
APPENDIX H —CONDENSED FINANCIAL INFORMATION 161
 

 

5


 

GLOSSARY

accumulated value the sum of the values in the DCA Plus Account(s), the Fixed Account and the Separate Account divisions.

anniversary(ies) the same date and month of each year following the contract date .

annuitant – the person, including any joint annuitant, on whose life the annuity benefit payment is based. This person may or may not be the owner.

annuitization application of a portion or all of the accumulated value to an annuity benefit payment option to make income payments.

annuitization date the date all of the owner’s accumulated value is applied to an annuity benefit payment option.

Automatic Portfolio Rebalancing (APR) the transfer of money among your Separate Account divisions on a set schedule to maintain a specified percentage in each Separate Account division.

cash surrender value the accumulated value minus any applicable surrender charges and fee(s) (contract fee and/or prorated share of the charge(s) for optional rider(s)).

contract date the date that the Contract is issued and which is used to determine contract years.

contract year – the one-year period beginning on the contract date and ending one day before the contract anniversary and any subsequent one-year period beginning on a contract anniversary (for example, if the contract date is June 5, 2013, the first contract year ends on June 4, 2014, and the first contract anniversary falls on June 5, 2014).

data page – that portion of the Contract which contains the following: owner and annuitant data (names, gender, annuitant age); the Contract issue date; maximum annuitization date; Contract charges and limits; benefits; and a summary of any optional benefits chosen by the Contract owner.

Dollar Cost Averaging Plus (DCA Plus) account – an account which uses a guaranteed interest rate to calculate interest earned for a specific amount of time.

Dollar Cost Averaging Plus (DCA Plus) value – the amount invested in the DCA Plus Account(s) (plus interest earned and less any surrenders and/or transfers).

Dollar Cost Averaging Plus (DCA Plus) program a program through which your DCA Plus value is transferred from a DCA Plus Account to the investment options over a specified period of time.

Fixed Account an account which uses a guaranteed interest rate to calculate interest earned.

Fixed Account value the amount invested in the Fixed Account (plus interest earned and less any surrenders and/or transfers).

good order an instruction or request is in good order when it is received in our home office, or other place we may specify, and has such clarity and completeness that we do not have to exercise any discretion to carry out the instruction or request. We may require that the instruction or request be given in a certain form.

home office – Company’s corporate headquarters located at Principal Financial Group, Des Moines, Iowa 50392-1770.

investment options the DCA Plus Accounts, Fixed Account and Separate Account divisions.

joint annuitant an annuitant whose life determines the annuity benefit under this Contract. Any reference to the death of the annuitant means the death of the first annuitant to die.

6


 

joint owner an owner who has an undivided interest with the right of survivorship in this Contract with another owner. Any reference to the death of the owner means the death of the first owner to die.

non-qualified contract a Contract which does not qualify for favorable tax treatment as a Qualified Plan, Individual Retirement Annuity, Roth IRA, SEP IRA, Simple-IRA or Tax Sheltered Annuity.

notice – any form of communication received by us, at the home office, either in writing or in another form approved by us in advance.

Your notices may be mailed to us at:
Principal Life Insurance Company
P O Box 9382
Des Moines, Iowa 50306-9382

owner – the person, including joint owner, who owns all the rights and privileges of this Contract. For the Principal Variable Annuity Exchange Offer, owner refers to the original owner.

premium payments – the gross amount you contributed to the Contract.

qualified plans – retirement plans which receive favorable tax treatment under Section 401 or 403(a) of the Internal Revenue Code.

Required Minimum Distribution (“RMD”) amount — the amount required to be distributed each calendar year for purposes of satisfying the RMD rules of Section 401(a)(9) of the Internal Revenue Code of 1986, as amended, and related Code provisions.

Separate Account division (division(s)) – a part of the Separate Account which invests in shares of an underlying mutual fund. (Referred to in the marketing materials as “sub-accounts.”)

Separate Account division value – the sum of all divisions’ value; each division’s value is determined by multiplying the number of units in that division by the unit value of that division.

surrender charge – the charge deducted upon certain partial surrenders or total surrender of the Contract before the annuitization date.

surrender value accumulated value less any applicable surrender charge, rider fees, annual fee, transaction fees and any premium tax or other taxes.

transfer – moving all or a portion of your accumulated value to or from one investment option or among several investment options. All transfers initiated during the same valuation period are considered to be one transfer for purposes of calculating the transaction fee, if any.

underlying mutual fund – a registered open-end investment company, or a series or portfolio thereof, in which a division invests.

unit – the accounting measure used to determine your proportionate interest in a division.

unit value – a measure used to determine the value of an investment in a division.

valuation date (valuation days) – each day the New York Stock Exchange (“NYSE”) is open for trading and trading is not restricted.

valuation period – the period of time from one determination of the value of a unit of a division to the next. Each valuation period begins at the close of normal trading on the NYSE, generally 4:00 p.m. Eastern Time, on each valuation date and ends at the close of normal trading of the NYSE on the next valuation date.

we, our, us – Principal Life Insurance Company. We are also referred to throughout this prospectus as the Company.

you, your – the owner of this Contract, including any joint owner.

7


 

SUMMARY OF EXPENSE INFORMATION

The tables below describe the fees and expenses that you will pay when buying, owning and surrendering the Contract. The expenses for a Contract with the Premium Payment Credit Rider are higher than the expenses for the Contract without the Premium Payment Credit Rider.

The following table describes the fees and expenses you will pay at the time you buy the Contract, surrender the Contract or transfer cash value between investment options.

  Contract owner transaction expenses(1)        
 
      Maximum     Current  
 
Surrender charge - without the Premium            
Payment Credit Rider (as a percentage of            
amount surrendered)(2) · 6% · 6%
 
Surrender charge - with the Premium Payment            
Credit Rider (as a percentage of amount            
surrendered)(3) · 8% · 8%
 
Transaction Fees            
· for each unscheduled partial surrender · the lesser of $25 or 2% of each   · $ 0  
      unscheduled partial surrender after the        
      12th unscheduled partial surrender in a        
      contract year        
 
· for each unscheduled transfer(4) · the lesser of $30 or 2% of each   · $ 0  
      unscheduled transfer after the first        
      unscheduled transfer in a contract year        
 
 
 
 
State Premium Taxes (vary by state)(5) · 3.50% of premium payments made   · 0%

 

8


 

The following table describes the fees and expenses that are deducted periodically during the time that you own the Contract, not including underlying mutual fund fees and expenses.

  Periodic Expenses      
  Maximum Annual Charge   Current Annual Charge  
Annual Fee (waived for Contracts with The lesser of $30 or 2.00% of the   The lesser of $30 or 2.00% of  
accumulated value of $30,000 or more) accumulated value   the accumulated value  
 
Mortality and Expense Risks Charge (as a        
percentage of average daily Separate        
Account value) 1.25 % 1.25 %
 
Administration Charge (as a percentage of        
average daily Separate Account value) 0.15 % 0.15 %
 
Total Separate Account Annual Expense 1.40 % 1.40 %

 

 

    Optional Riders(6)      
 
    Maximum Annual Charge   Current Annual Charge  
 
Premium Payment Credit Rider        
· Separate Account – based on the average 0.60 % 0.60 %
  daily accumulated value in the divisions,        
  deducted daily        
· Fixed Account – maximum reduction in 0.60 % 0.00 %
  interest rate        
 
Principal Income Builder 3 rider (GMWB) (as        
a percentage of the average quarterly For Life        
withdrawal benefit base)(7)        
 
· for applications signed before August 1, 1.65 % 0.95 %
  2013, and for states that have not        
  approved the most recent version of the        
  rider        
· for applications signed on or after 1.65 % 1.05 %
  August 1, 2013, in states that have        
  approved the most recent version of the        
  rider        
 
Principal Income Builder 10 rider (GMWB) (as        
a percentage of the average quarterly        
Investment Back withdrawal benefit base)(8)        
 
· for applications signed before August 1, 2.00 % 1.10 %
  2013, and for states that have not        
  approved the most recent version of the        
  rider        
· for applications signed on or after 2.00 % 1.20 %
  August 1, 2013, in states that have        
  approved the most recent version of the        
  rider        

 

9


 

Total Separate Account Annual Expense plus        
Optional Riders Annual Expense        
 
· with Principal Income Builder 3(9) --for 3.65 % 2.95 %
applications signed before August 1, 2013,        
and for states that have not approved the        
most recent version of the rider        
· with Principal Income Builder 3(9) --for 3.65 % 3.05 %
applications signed on or after August 1,        
2013, in states that have approved the        
most recent version of the rider        
 
· with Principal Income Builder 10(10) --for 4.00 % 3.10 %
applications signed before August 1, 2013,        
and for states that have not approved the        
most recent version of the rider        
· with Principal Income Builder 10(10) --for 4.00 % 3.20 %
applications signed on or after August 1,        
2013, in states that have approved the        
most recent version of the rider        

 

This table shows the minimum and maximum total operating expenses charged by the underlying mutual funds that you may pay periodically during the time that you own the Contract. More detail concerning the fees and expenses of each underlying mutual fund is contained in its prospectus.

Minimum and Maximum Annual Underlying Mutual Fund Operating Expenses  
as of December 31, 2012
 
  Minimum   Maximum  
 
Total annual underlying mutual fund operating expenses 0.26% 2.24%
(expenses that are deducted from underlying mutual fund        
assets, including management fees, distribution and/or        
service (12b-1) fees and other expenses)*        

 

* Some of the funds available are structured as a “fund of funds”. A fund of funds is a mutual fund that invests primarily in a portfolio of other mutual funds. The expenses shown include all the fees and expenses of the funds that a fund of funds holds in its portfolio.

(1) For additional information about the fees and expenses described in the table, see 2. CHARGES AND DEDUCTIONS.

(2) Surrender charge without the Premium Payment Credit Rider (as a percentage of amounts surrendered):

Table of surrender charges without the Premium Payment Credit Rider  
Number of completed contract years Surrender charge applied to all premium  
since each premium payment was made payments received in that contract year  
0 (year of premium payment) 6%
1 6%
2 6%
3 5%
4 4%
5 3%
6 2%
7 and later 0%

 

10


 

(3) Surrender charge with the Premium Payment Credit Rider (as a percentage of amounts surrendered):  
    Table of surrender charges with the Premium Payment Credit Rider  
    Number of completed contract years Surrender charge applied to all premium  
    since each premium payment was made payments received in that contract year  
    0 (year of premium payment) 8%
    1 8%
    2 7%
    3 6%
    4 5%
    5 4%
    6 3%
    7 2%
    8 1%
    9 and later 0%

 

(4)      Note that in addition to the fees shown, the Separate Account and/or sponsors of the underlying mutual funds may adopt requirements pursuant to rules and/or regulations adopted by federal and/or state regulators which require us to collect additional transaction fees and/or impose restrictions on transfers.
(5)      We do not currently assess premium taxes for any Contract issued, but reserve the right in the future to assess up to 3.50% of premium payments made for Contract owners in those states where a premium tax is assessed.
(6)      Not all riders are available in all states or through all broker dealers and may be subject to additional restrictions. Some rider provisions may vary from state to state.
(7)      At the end of each calendar quarter, one-fourth of the annual charge is multiplied by the average quarterly For Life withdrawal benefit base. The average quarterly For Life withdrawal benefit base is equal to (1) the For Life withdrawal benefit base at the beginning of the calendar quarter plus (2) the For Life withdrawal benefit base at the end of the calendar quarter, and this sum is divided by two. There may be times when the sum of the four quarterly fee amounts is higher than the fee amount if we calculated it annually. For example, if your withdrawal benefit base is changed on your Contract anniversary, the fee for that calendar quarter will vary from the other quarters. See 2. CHARGES
  AND DEDUCTIONS for more information on how the rider charge is calculated.
(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. The average quarterly Investment Back withdrawal benefit base is equal to (1) the Investment Back withdrawal benefit base at the beginning of the calendar quarter plus (2) the Investment Back withdrawal benefit base at the end of the calendar quarter, and this sum is divided by two. There may be times when the sum of the four quarterly fee amounts is higher than the fee amount if we calculated it annually.
  For example, if your withdrawal benefit base is changed on your Contract anniversary, the fee for that calendar quarter will vary from the other quarters. See 2. CHARGES AND DEDUCTIONS for more information on how the rider charge is calculated.
(9)      This amount assumes the Principal Income Builder 3 rider was elected (in addition to the 1.25% Mortality and Expense Risks Charge and the 0.15% Administration Charge). This assumes the withdrawal benefit base is equal to the initial premium payment. If the withdrawal benefit base changes, the charge for your optional rider and your Total Separate Account Annual Expense would be higher or lower.
(10)      This amount assumes the Principal Income Builder 10 rider was elected (in addition to the 1.25% Mortality and Expense Risks Charge and the 0.15% Administration Charge). This assumes the withdrawal benefit base is equal to the initial premium payment. If the withdrawal benefit base changes, the charge for your optional rider and your Total Separate Account Annual Expense would be higher or lower.

11


 

EXAMPLE

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.

Example 1

The example figures are based on a Contract with the most expensive combination of optional features available under the Contract. This example reflects the maximum charges imposed if you were to purchase the Contract with the Principal Income Builder 10 rider (2.00%), as well as the Premium Payment Credit Rider (0.60%). The amounts below are calculated using the maximum rider fees and not the current rider fees.

The example assumes(1):

· a $10,000 premium payment to issue the Contract;
· 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, 2012
(without voluntary waivers of fees by the underlying funds, if any);
· no premium taxes are deducted;
· the Principal Income Builder 10 rider was added to the Contract at issue(2); and
· the Premium Payment Credit Rider is added to the Contract at issue and the Premium Payment Credit Rider
surrender charge schedule is applied. Because the premium payment credit is not added to the accumulated
value in the examples, the actual costs would be higher.

 

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

If you surrender your   If you fully annuitize your
Contract at the end of the If you do not Contract at the end of the
applicable time period surrender your Contract applicable time period

 

    1 Yr.   3 Yrs.   5 Yrs.   10 Yrs.   1 Yr.   3 Yrs.   5 Yrs.   10 Yrs.   1 Yr.   3 Yrs.   5 Yrs.   10 Yrs.
Maximum Total Underlying $1,325   $2,455   $3,522   $6,187   $615   $1,854   $3,108   $6,187   $615   $1,854   $3,108   $6,187  
Mutual Fund Operating                                                                        
Expenses (2.24%)                                                                        
Minimum Total Underlying $1,147   $1,940   $2,679   $4,578   $422   $1,296   $2,215   $4,578   $422   $1,296   $2,215   $4,578  
Mutual Fund Operating                                                                        
Expenses (0.26%)                                                                        

 

(1)This amount assumes the Principal Income Builder 10 rider was elected (in addition to the 1.25% Mortality and Expense Risks Charge and the 0.15% Administration Charge). This assumes the withdrawal benefit base is equal to the initial premium payment. If the withdrawal benefit base changes, the charge for your optional rider and your Total Separate Account Annual Expense would be higher or lower.

(2)The Investment Back withdrawal benefit base is used to calculate the Principal Income Builder 10 rider charge. The withdrawal benefit base is equal to your premiums and increased for any applicable GMWB Bonus and any applicable GMWB Step-Up and decreased for any excess withdrawals. At the end of each calendar quarter, one-fourth of the annual Principal Income Builder 10 rider charge is multiplied by the average quarterly Investment Back withdrawal benefit base. The average quarterly Investment Back withdrawal benefit base is equal to the Investment Back withdrawal benefit base at the beginning of the calendar quarter plus the Investment Back withdrawal benefit base at the end of the calendar quarter and the sum is divided by two.

For Condensed Financial Information, see Appendix H.

12


 

SUMMARY

This prospectus describes an individual flexible premium deferred variable annuity offered by the Company. The Contract is designed to provide individuals with retirement benefits, including:

  • non-qualified retirement programs; and
  • Individual Retirement Annuities (“IRA”), Simplified Employee Pension plans (“SEPs”) and Savings Incentive Match Plan for Employees (“SIMPLE”) IRAs adopted according to Section 408 of the Internal Revenue Code (see 10. FEDERAL TAX MATTERS). The Contract does not provide any additional tax deferral if you purchase it to fund an IRA or other investment vehicle that already provides tax deferral.

For information on how to purchase the Contract, see 1. THE CONTRACT.

This section is a brief summary of the Contract’s features. More detailed information follows later in this prospectus.

Investment Limitations

  • Initial premium payment must be at least $5,000 for non-qualified contracts.
  • Initial premium payment must be at least $2,000 for all other contracts.
  • Each subsequent premium payment must be at least $500.
  • If you are a member of a retirement plan covering three or more persons and premium payments are made through an automatic investment program, the initial and subsequent premium payments for the Contract must average at least $100 and not be less than $50.
  • The total sum of all premium payments may not be greater than $2,000,000 without prior home office approval.

You may allocate your net premium payments to the investment options.

  • A complete list of the divisions may be found in 12. TABLE OF SEPARATE ACCOUNT DIVISIONS. Each division invests in shares of an underlying mutual fund. More detailed information about the underlying mutual funds may be found in the current prospectus for each underlying mutual fund. These underlying mutual fund prospectuses are bound together with this prospectus.
  • The investment options also include the Fixed Account and the DCA Plus accounts.
  • The GMWB riders impose limitations on the investment options available by requiring you to allocate 100% of your Separate Account assets to one of the designated fund options for the life of the rider.

Transfers

During the accumulation period:

  • a dollar amount or percentage of transfer must be specified;
  • a transfer may occur on a scheduled or unscheduled basis;
  • transfers to the Fixed Account are not permitted if a transfer has been made from the Fixed Account to a division within six months; and
  • transfers into DCA Plus accounts are not permitted.

During the annuitization period, transfers are not permitted (no transfers once payments have begun).

See 1. THE CONTRACT, 3. FIXED ACCOUNT AND DCA PLUS ACCOUNTS, and 6. TRANSFERS AND SURRENDERS for additional restrictions.

This Transfers section does not apply to transfers under the DCA Plus program. See 3. FIXED ACCOUNT AND DCA

PLUS ACCOUNTS.

13


 

Surrenders

During the accumulation period:

· the gross dollar amount to be surrendered must be specified;
· surrendered amounts may be subject to surrender charges:
· for Contracts without the Premium Payment Credit Rider, the maximum surrender charge is 6% of the
  amount(s) surrendered; or
· for Contracts with the Premium Payment Credit Rider, the maximum surrender charge is 8% of the
  amount(s) surrendered;
· full surrender of your Contract may be subject to an annual Contract fee;
· during a contract year, each partial surrender that is less than the Free Surrender Amount is not subject to a
surrender charge; and
· surrenders before age 59½ may involve an income tax penalty (see 10. FEDERAL TAX MATTERS).

 

During the annuitization period, surrenders are not allowed.

See 6. TRANSFERS AND SURRENDERS for additional information.

Charges and Deductions

· No sales charge is deducted from premium payments at the time received. However, the Contract may impose a
surrender charge on surrenders greater than the Free Surrender Amount.
· A contingent deferred surrender charge is imposed on certain total or partial surrenders.
· An annual mortality and expense risks charge equal to 1.25% of amounts in the Separate Account divisions is
imposed daily.
· The optional riders are available at an additional cost
· Premium Payment Credit Rider – The current annual rider charge is 0.60% of the average daily accumulated
  value in the Separate Account divisions, deducted daily (with no reduction of the Fixed Account interest rate).
  The maximum annual rider charge is 0.60% of the average daily accumulated value in the Separate Account
  divisions, deducted daily (with a reduction of up to 0.60% of the Fixed Account interest rate).
· Principal Income Builder 3 – For applications signed on or after August 1, 2013, in states that have approved
  the most recent version, the current annual rider charge is 1.05% of the average For Life withdrawal benefit
  base, deducted quarterly. The maximum annual rider charge is 1.65%.
· Principal Income Builder 10 – For applications signed on or after August 1, 2013, in states that have
  approved the most recent version, the current annual rider charge is 1.20% of the average Investment Back
  withdrawal benefit base, deducted quarterly. The maximum annual rider charge is 2.00%.
· An annual Separate Account administration charge equal to 0.15% of amounts in the Separate Account divisions
is imposed daily.
· There are underlying mutual fund expenses. More detailed information about the underlying mutual fund
expenses may be found in the current prospectus for each underlying mutual fund.
· Contracts with an accumulated value of less than $30,000 are subject to an annual fee of the lesser of $30 or 2%
of the accumulated value. Currently we do not charge the annual fee if your accumulated value is $30,000 or
more. If you own more than one variable annuity contract with us, then all the contracts you own or jointly own
are aggregated on each contract’s anniversary to determine if the $30,000 minimum has been met and whether
that contract will be charged.
· Certain states and local governments impose a premium tax. We reserve the right to deduct the amount of the
tax from premium payments or the accumulated value.

 

See 2. CHARGES AND DEDUCTIONS for additional information.

Annuity Benefit Payments

  • You may choose from several fixed annuity benefit payment options which are described in 7.THE ANNUITIZATION PERIOD.
  • Payments are made to the owner (or beneficiary depending on the annuity benefit payment option selected). You should carefully consider the tax implications of each annuity benefit payment option. See 7.THE
    ANNUITIZATION PERIOD and 10. FEDERAL TAX MATTERS.

14


 

Death Benefit

  • The standard death benefit is only available for contracts without a GMWB rider and generally is the greatest of
     
  • accumulated value, the total of premium payments minus an adjustment for surrenders, or the highest
     
  • value on any Contract anniversary wholly divisible by seven. See 8. DEATH BENEFIT for more
     
  • details.
  • If the owner dies before the annuitization date, a death benefit is payable. The death benefit may be paid as
     
  • a single payment or under an annuity benefit payment option. If no election is made within the required
     
  • of time, the full amount will be paid in a lump sum to the applicable state. Once the money is paid to the
     
  • state, the beneficiary will have to contact the state to request additional assistance.
  • If the annuitant dies after the annuitization date, payments will continue only as provided by the annuity benefit
     
  • option in effect.
  • The sole death benefit provided when you have a GMWB rider is:
     
  • Principal Income Builder 3 – beneficiary receives the GMWB Death Benefit.
     
  • Principal Income Builder 10 - allows the beneficiary(ies) to elect a) the GMWB Death Benefit, or b) the Investment Back remaining withdrawal benefit base as a series of payments.
  • 8. DEATH BENEFIT and 7. THE ANNUITIZATION PERIOD.

    Examination Offer Period (free look)

    You may return the Contract during the examination offer period, which is generally 10 days from the date you receive the Contract. The examination offer period may be longer in certain states.

    · The amount refunded will be a full refund of your accumulated value plus any Contract charges and premium
    taxes you paid unless state law requires otherwise. The underlying mutual fund fees and charges are not
    refunded to you as they are already factored into the Separate Account division value.
    · The amount refunded may be more or less than the premium payments made.
    · We recapture the full amount of any premium payment credit or exchange credit.

     

    See 1.THE CONTRACT for additional information.

    Optional Riders

    Subject to certain conditions, you may elect to add one or more of the available optional riders to your Contract. Not all riders are available in all states or through all broker dealers and may be subject to additional restrictions. Some rider provisions may vary from state to state. We may withdraw or prospectively restrict the availability of any rider at any time. For information regarding availability of any rider, you may contact your registered representative or call us at 1-800-852-4450.

    The optional riders currently available are:

    · Premium Payment Credit Rider – This rider applies credits to the accumulated value for premium payments made
    in contract year one. The surrender charge period is nine years if this rider is elected.
    · Guaranteed Minimum Withdrawal Benefit riders (you may only elect one GMWB rider):
    · Principal Income Builder 3 – This rider allows you to take certain guaranteed annual withdrawals during the
      Contract accumulation phase, regardless of your Contract accumulated value. This rider includes an annual
      bonus in the first 3 contract years for not taking withdrawals. Election of this rider results in restriction of your
      Contract investment options to the more limited GMWB investment options.
    · Principal Income Builder 10 – This rider allows you to take certain guaranteed annual withdrawals during the
      Contract accumulation phase, regardless of your Contract accumulated value. This rider includes an annual
      bonus in the first 10 contract years for not taking withdrawals. Election of this rider results in restriction of your
      Contract investment options to the more limited GMWB investment options.

     

    15


     

    Termination

    The Contract will terminate:

    • If no premiums are paid during two consecutive calendar years and the accumulated value (or total premium payments less partial surrenders and applicable surrender charges) is less than $2,000 unless you have a GMWB rider.
    • If you fully annuitize and your accumulated value on the annuitization date is less than $2,000 or if the amount applied under an annuity benefit payment option is less than the minimum requirement.

    The GMWB rider will terminate:

  • The date you send us notice to terminate the rider (after the 5th Contract anniversary following the rider effective
     
  • .
  • The date you fully annuitize, fully surrender or otherwise terminate the Contract.
  • The date the Contract owner is changed (annuitant is changed if the owner is not a natural person), except when
     
  • change in owner is due to a spousal continuation of the rider or the removal/addition of a joint life.
  • The date your surviving spouse elects to continue the Contract without this rider (even if prior to the fifth Contract
     
  • following the rider effective date).
  • The date you make an impermissible change in a covered life.
  • If you have a PIB 10 rider:
     
  • If the Investment Back remaining withdrawal benefit base and the For Life withdrawal benefit base are both zero.
     
  • The date the Investment Back remaining withdrawal benefit base is zero and there are no eligible covered lives.
  • If you have the PIB 3 rider, the date the For Life withdrawal benefit base is zero or there are no eligible covered
     
  • The GMWB Death Benefit will terminate:

    • If you have the PIB 3 rider with an application signature date on or after August 1, 2013, and you terminate the PIB 3 rider (state variations may apply).
    • If you have the PIB 10 rider with an application signature date on or after August 1, 2013, and you terminate the PIB 10 rider (state variations may apply).

    16


     

    1. THE CONTRACT

    The Principal Investment Plus Variable Annuity is significantly different from a fixed annuity. As the owner of a variable annuity, you assume the risk of investment gain or loss (as to amounts in the Separate Account divisions) rather than the Company. The Separate Account division value under a variable annuity is not guaranteed and varies with the investment performance of the underlying mutual funds.

    Based on your investment objectives, you direct the allocation of premium payments and accumulated values. There can be no assurance that your investment objectives will be achieved.

    How to Buy a Contract

    If you want to buy a Contract, you must submit an application and make an initial premium payment. If you are buying the Contract to fund a SIMPLE-IRA or SEP, an initial premium payment is not required at the time you send in the application. If the application is complete and the Contract applied for is suitable, the Contract is issued. If the completed application is received in good order, the initial premium payment is credited within two valuation days after the later of receipt of the application or receipt of the initial premium payment at our home office. If the initial premium payment is not credited within five valuation days, it is refunded unless we have received your permission to retain the premium payment until we receive the information necessary to issue the Contract.

    The date the Contract is issued is the contract date. The contract date is the date used to determine contract years, regardless of when the Contract is delivered.

    Tax-qualified retirement arrangements, such as IRAs, SEPs, and SIMPLE-IRAs, are tax-deferred. You derive no additional benefit from the tax deferral feature of the annuity. Consequently, an annuity should be used to fund an IRA or other tax qualified retirement arrangement to benefit from the annuity’s features other than tax deferral. These features may include guaranteed lifetime income, death benefits without surrender charges, guaranteed caps on fees, and the ability to make scheduled transfers among investment options without transaction fees.

    Premium Payments

    · The initial premium payment must be at least $5,000 for non-qualified contracts.
    · The initial premium payment must be at least $2,000 for all other contracts.
    · If you are making premium payments through a payroll deduction plan or through a bank (or similar financial
    institution) account under an automated investment program, your initial and subsequent premium payments must
    be at least $100.
    · All premium payments are subject to a surrender charge period that begins in the contract year each premium
    payment is received.
    · Subsequent premium payments must be at least $500 and can be made until the annuitization date.
    · Premium payments are to be made by personal or financial institution check (for example, a cashier’s check). We
    reserve the right to refuse any premium payment that we feel presents a fraud or money laundering risk. Examples
    of the types of premium payments we will not accept are cash, money orders, starter checks, travelers checks,
    credit card checks, and foreign checks.
    · If you are a member of a retirement plan covering three or more persons, the initial and subsequent premium
    payments for the Contract must average at least $100 and cannot be less than $50.
    · The total sum of all premium payments for a Contract may not be greater than $2,000,000 (maximum premium
    limit) without our prior approval. For further information, please call 1-800-852-4450.
    · We reserve the right to treat all of your and/or your spouse’s Principal deferred variable annuity contracts, with a
    guaranteed minimum withdrawal benefit rider attached, as one contract for purposes of determining whether you
    have exceeded the maximum premium limit (without home office approval).
    · Additional premium restrictions may apply to Contracts with a guaranteed minimum withdrawal benefit rider. See 4.
    LIVING BENEFIT - GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)
    · The Company reserves the right to increase the minimum amount for each premium payment with advance notice.
    · Premium payments are credited on the basis of the unit value next determined after we receive a premium payment.
    · The state of Washington does not allow premium payments to be made after the first contract year on Contracts
    issued with the Premium Payment Credit Rider. See 5. PREMIUM PAYMENT CREDIT RIDER for more
    information.
    · If no premium payments are made during two consecutive calendar years and the accumulated value is less than
    $2,000, we reserve the right to terminate the Contract. See 9. ADDITIONAL INFORMATION ABOUT THE
    CONTRACT.

     

    17


     

    Allocating Premium Payments

  • On your application, you direct how your premium payments will be allocated to the investment options.
  • Allocations must be in percentages.
  • Percentages must be in whole numbers and total 100%.
  • Subsequent premium payments are allocated according to your then current allocation instructions.
  • Changes to the allocation instructions are made without charge.
     
  • A change is effective on the next valuation period after we receive your new instructions in good order.
     
  • You can change the current allocations and future allocation instructions by:
      
  • mailing your instructions to us;
      
  • calling us at 1-800-852-4450 (if telephone privileges apply);
      
  • faxing your instructions to us at 1-866-894-2093; or
      
  • visiting www.principal.com.
  • Changes to premium payment allocations do not result in the transfer of any existing investment option
     
  • values. You must provide specific instructions to transfer existing accumulated values. We currently
     
  • not charge a transaction fee for these transfers but reserve the right to charge such a fee in the future.
  • Premium payments are credited on the basis of the unit value next determined after we receive a premium
     
  • Principal Variable Annuity Exchange Offer (“exchange offer”)

    Original owners of an eligible Principal variable annuity contract may elect to exchange their Principal variable annuity contract (“old contract”) for a new Principal Investment Plus Variable Annuity contract ("new contract") subject to the exchange offer terms and conditions. To determine if it is in your best interest to participate in the exchange offer, we recommend that you consult with your tax advisor and financial professional before electing to participate in the exchange offer.

    You are eligible to participate in the exchange offer when:

    • your old contract is not subject to any surrender charges; and
    • the exchange offer is available in your state.

    Currently, there is no closing date for the exchange offer. We reserve the right, however, to modify the exchange offer commencement date and to modify or terminate the exchange offer upon reasonable written notice to you.

    See APPENDIX A for further details about the exchange offer.

    Exchange Credit (for exchanges from our fixed deferred annuities)

    If you own a fixed deferred annuity issued by us and are no longer subject to surrender charges, you may transfer the accumulated value, without charge, to the Contract described in this prospectus. We will add 1% of the fixed annuity contract’s surrender value at the time of exchange to this Contract’s accumulated value. There is no charge or cost to you for this exchange credit.

    This exchange credit is allocated among the Contract’s investment options in the same ratio as your allocation of premium payments. The credit is treated as earnings.

    NOTE: The exchange may not be suitable for you if you do not want to accept market risk. Fixed deferred annuities provide a fixed rate of accumulation. This Contract provides Separate Account divisions. The value of this Contract will increase or decrease depending on the investment performance of the Separate Account divisions you select.

    NOTE: The charges and provisions of a fixed annuity contract and this Contract differ. The charges for this Contract are typically higher than charges for a fixed annuity and will increase further if you elect the Premium Payment Credit Rider, a GMWB rider or other optional rider. In some instances, your existing fixed annuity contract may have benefits that are not available under this Contract.

    NOTE: This exchange credit may not be available in all states. In addition, we reserve the right to change or discontinue the exchange credit. You may obtain more specific information regarding the exchange credit from your registered representative or by calling us at 1-800-852-4450.

    18


     

    Right to Examine the Contract (free look)

    It is important to us that you are satisfied with the purchase of your Contract. Under state law, you have the right to return the Contract for any reason during the examination offer period (a “free look”). The examination offer period is the later of 10 days after the Contract is delivered to you, or such later date as specified by applicable state law.

    Although we currently allocate your initial premium payments to the investment options you have selected, during times of economic uncertainty and with prior notice to you, we may exercise our right to allocate initial premium payments to the Money Market division during the examination offer period. If your initial premium payments are allocated to the Money Market division and the free look is exercised, you will receive the greater of premium payments or the accumulated value.

    In California, for owners age 60 or older, we allocate initial premium payments to the Money Market division during the examination offer period unless you elect to immediately invest in the allocations you selected. If your premium payments were allocated to the Money Market division, after the free look period ends, your accumulated value will be converted into units of the division(s) according to your allocation instructions. The units allocated will be based on the unit value next determined for each division.

    To exercise your free look, you must send the Contract and a written request to us postmarked before the close of business on the last day of the examination offer period.

    If you properly exercise your free look, we will cancel the Contract. In the states that require us to return your premium payments, we will return the greater of your premium payments or accumulated value. In all states we will return at least your accumulated value plus any premium tax charge deducted, and minus any applicable federal and state income tax withholding. The amount returned may be higher or lower than the premium payment(s) applied during the examination offer period.

    If you are purchasing this Contract to fund an IRA, SIMPLE-IRA, or SEP-IRA and you return it on or before the seventh day of the examination offer period, we will return the greater of:

    • the total premium payment(s) made; or
    • your accumulated value plus any premium tax charge deducted, less any applicable federal and state income tax withholding and depending upon the state in which the Contract was issued, any applicable fees and charges.

    You may obtain more specific information regarding the free look from your registered representative or by calling at 1-800-852-4450.

    Accumulated Value

    The accumulated value of your Contract is the total of the Separate Account division value plus the DCA Plus account(s) value plus the Fixed Account value. The DCA Plus accounts and Fixed Account are described in the section titled 3. FIXED ACCOUNT AND DCA PLUS ACCOUNTS.

    There is no guaranteed minimum Separate Account division value. The value reflects the investment experience of the divisions that you choose and also reflects your premium payments, partial surrenders, surrender charges, partial annuitizations and the Contract expenses deducted from the Separate Account.

    The Separate Account division value changes from day to day. To the extent the accumulated value is allocated to the Separate Account divisions, you bear the investment risk. At the end of any valuation period, your Contract’s value in a division is:· the number of units you have in a division multiplied by· the value of a unit in the division.

    The number of units is equal to the total units purchased by allocations to the division from:
    · your initial premium payment;
    · subsequent premium payments;
    · your exchange credit;
    · premium payment credits; and
    · transfers from another investment option
    minus units sold:
    · for partial surrenders and/or partial annuitizations from the division;
    · as part of a transfer to another division or the Fixed Account; and
    · to pay Contract charges and fees (not deducted as part of the daily unit value calculation).

     

    19


     

    Unit values are calculated each valuation date at the close of normal trading of the NYSE. To calculate the unit value
    of a division, the unit value from the previous valuation date is multiplied by the division’s net investment factor for the
    current valuation period. The number of units does not change due to a change in unit value.
     
    The net investment factor measures the performance of each division. The net investment factor for a valuation
    period is [(a plus b) divided by (c)] minus d where:
    a = the share price (net asset value) of the underlying mutual fund at the end of the valuation period;
    b = the per share amount of any dividend* (or other distribution) made by the mutual fund during the valuation period;
    c = the share price (net asset value) of the underlying mutual fund at the end of the previous valuation period; and
    d = the daily charge for Total Separate Account Annual Expenses and any Optional Riders, if applicable. The daily
    charge is calculated by dividing the annual amount of these expenses by 365 and multiplying by the number of days
    in the valuation period.

     

    *      When an investment owned by an underlying mutual fund pays a dividend, the dividend increases the net asset value of a share of the underlying mutual fund as of the date the dividend is recorded. As the net asset value of a share of an underlying mutual fund increases, the unit value of the corresponding division also reflects an increase. Payment of a dividend under these circumstances does not increase the number of units you own in the division.

    The Company reserves the right to terminate a Contract and send you the accumulated value if no premiums are paid during two consecutive calendar years and the accumulated value (or total premium payments less partial surrenders and applicable surrender charges) is less than $2,000 unless you have a GMWB rider. The Company will first notify you of its intent to exercise this right and give you 60 days to increase the accumulated value to at least $2,000.

    Telephone and Internet Services

    If you elect telephone services or you elect internet services and satisfy our internet service requirements (which are designed to ensure compliance with federal UETA and E-SIGN laws), instructions for the following transactions may be given to us via the telephone or internet:

    • make premium payment allocation changes;
    • set up Dollar Cost Averaging (DCA) scheduled transfers;
    • make transfers; and
    • make changes to Automatic Portfolio Rebalancing (APR).

    Neither the Company nor the Separate Account is responsible for the authenticity of telephone service or internet transaction requests. We reserve the right to refuse telephone service or internet transaction requests. You are liable for a loss resulting from a fraudulent telephone or internet order that we reasonably believe is genuine. We follow procedures in an attempt to assure genuine telephone service or internet transactions. If these procedures are not followed, we may be liable for loss caused by unauthorized or fraudulent transactions. The procedures may include recording telephone service transactions, requesting personal identification (for example, name, address, security phrase, password, daytime telephone number, or birth date) and sending written confirmation to your address of record.

    Instructions received via our telephone services and/or the internet are binding on both owners if the Contract is jointly owned.

    If the Contract is owned by a business entity or a trust, an authorized individual (with the proper password) may use telephone and/or internet services. Instructions provided by the authorized individual are binding on the owner.

    We reserve the right to modify or terminate telephone service or internet transaction procedures at any time. Whenever reasonably feasible, we will provide you with prior notice (by mail or by email, if previously authorized by you) if we modify or terminate telephone service or internet transaction procedures. In some instances, it may not be reasonably feasible to provide prior notice if we modify or terminate telephone service or internet transaction procedures; however, any modification or termination will apply to all Contract owners in a non-discriminatory fashion.

    20


     

    Telephone Services

    Telephone services are available to you. Telephone services may be declined on the application or at any later date by providing us with written notice. You may also elect telephone authorization for your registered representative by providing us written notice.

    If you elect telephone privileges, instructions

    • may be given by calling us at 1-800-852-4450 while we are open for business (generally, between 8 a.m. and 6 p.m. Eastern Time on any day that the NYSE is open).
    • that are in good order and received by us before the close of a valuation period will receive the price next determined (the value as of the close of that valuation period).
    • that are in good order and received by us after the close of a valuation period will receive the price next determined (the value as of the close of the next valuation period).
    • that are not in good order when received by us will be effective the next valuation date that we receive good order instructions.

    Internet

    Internet services are available to you if you register for a secure login on the Principal Financial Group web site, www.principal.com. You may also elect internet authorization for your registered representative by providing us written notice.

    If you register for internet privileges, instructions

    • that are in good order and received by us before the close of a valuation period will receive the price next determined (the value as of the close of that valuation period).
    • that are in good order and received by us after the close of a valuation period will receive the price next determined (the value as of the close of the next valuation period).
    • that are not in good order when received by us will be effective the next valuation day that we receive good order instructions.

    2. CHARGES AND DEDUCTIONS

    Certain charges are deducted under the Contract. If the charge is not sufficient to cover our costs, we bear the loss. If the expense is more than our costs, the excess is profit to the Company. We expect a profit from all the fees and charges listed below, except the Annual Fee, Transaction Fee and Premium Tax. For a summary, see SUMMARY OF EXPENSE INFORMATION.

    In addition to the charges under the Contract, there are also deductions from and expenses paid out of the assets of the underlying mutual funds which are described in the underlying mutual funds’ prospectuses.

    Surrender Charge

    No sales charge is collected or deducted when premium payments are applied under the Contract. A surrender charge is assessed on certain total or partial surrenders. The amounts we receive from the surrender charge are used to cover some of the expenses of the sale of the Contract (primarily commissions, as well as other promotional or distribution expenses). If the surrender charge collected is not enough to cover the actual costs of distribution, the costs are paid from the Company’s General Account assets which include profit, if any, from the mortality and expense risks charge.

    NOTE: If you plan to make multiple premium payments, you need to be aware that each premium payment has its own surrender charge period (shown below). The surrender charge for any total or partial surrender is a percentage of all premium payments surrendered which were received by us during the contract years prior to the surrender. The applicable percentage which is applied to the premium payments surrendered is determined by the following tables.

    21


     

    Surrender charge for Contracts without the Premium Payment Credit Rider (as a percentage of amounts surrendered):

    Number of completed contract years Surrender charge applied to all  
    since each premium payment premium payments received in  
    was made that contract year  
    0 (year of premium payment) 6%
    1 6%
    2 6%
    3 5%
    4 4%
    5 3%
    6 2%
    7 and later 0%  
     
    Surrender Charge for Contracts with the Premium Payment Credit Rider (as a percentage of amounts surrendered):  

     

    Number of completed contract years Surrender charge applied to all  
    since each premium payment premium payments received in  
    was made that contract year  
    0 (year of premium payment) 8%
    1 8%
    2 7%
    3 6%
    4 5%
    5 4%
    6 3%
    7 2%
    8 1%
    9 and later 0%

     

    Each premium payment begins in year 0 for purposes of calculating the percentage applied to that premium payment. However, premium payments are added together by contract year for purposes of determining the applicable surrender charge. If your contract year begins April 1 and ends March 31 the following year, all premium payments received during that period are considered to have been made in that contract year.

    NOTE: Regarding Contracts written in the states of Alabama, Massachusetts, and Washington:
    · For Contracts without the Premium Payment Credit Rider, surrender charges are applicable only to
      premium payments made in the first three contract years.
    · For Contracts with the Premium Payment Credit Rider, surrender charges are applicable only to
      premium payments made in the first contract year.

     

    For purpose of calculating surrender charges, we assume that surrenders and transfers are made in the following order:

    • first from premium payments no longer subject to a surrender charge;
    • then from the free surrender privilege (first from the earnings, then from the oldest premium payments (i.e., on a first-in, first-out basis)) described below; and
    • then from premium payments subject to a surrender charge on a first-in, first-out basis.

    NOTE: Partial surrenders may be subject to both a surrender charge and a transaction fee. Free Surrender Amount The free surrender amount may be surrendered without a charge. This amount is the greater of:

    • earnings in the Contract (earnings equal accumulated value less unsurrendered premium payments as of the date of the surrender); or
    • 10% of the premium payments, decreased by any partial surrenders and partial annuitizations since the last Contract anniversary.

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    Any amount not taken under the free surrender amount in a contract year is not added to the amount available under the free surrender amount for any following contract year(s).

    Unscheduled partial surrenders of the free surrender amount may be subject to the transaction fee (see Transaction Fee).

    When Surrender Charges Do Not Apply

    The surrender charge does not apply to:

    • amounts applied under an annuity benefit payment option; or
    • payment of any death benefit, however, the surrender charge does apply to premium payments made by a surviving spouse after an owner’s death; or
    • amounts distributed to satisfy the minimum distribution requirement of Section 401(a)9 of the Internal Revenue Code, provided that the amount surrendered does not exceed the minimum distribution amount which would have been calculated based on the value of this Contract alone; or
    • an amount transferred from a Contract used to fund an IRA to another annuity contract issued by the Company to fund an IRA of the participant’s spouse when the distribution is made pursuant to a divorce decree.

    Waiver of Surrender Charge Rider

    This rider is automatically added to the Contract at issue (subject to state approval and state variations may apply). There is no charge for this benefit.

    This rider waives the surrender charge on surrenders made after the first Contract anniversary if the owner or annuitant has a critical need. A critical need includes confinement to a health care facility, terminal illness diagnosis, or total and permanent disability.

    The benefits are available for a critical need if the following conditions are met:

    • the owner or annuitant has a critical need; and
    • the critical need did not exist before the contract date.

    For the purposes of this rider, the following definitions apply:

    • health care facility — a licensed hospital or inpatient nursing facility providing daily medical treatment and keeping daily medical records for each patient (not primarily providing just residency or retirement care). This does not include a facility owned or operated by the owner, annuitant or a member of their immediate family. If the critical need is confinement to a health care facility, the confinement must continue for at least 60 consecutive days after the contract date and the surrender must occur within 90 days of the confinement’s end.
      Notice must be provided within 90 days after confinement ends.
    • terminal illness — sickness or injury that results in the owner’s or annuitant’s life expectancy being 12 months or less from the date notice to receive a distribution from the Contract is received by the Company.
    • total and permanent disability — the owner or annuitant is unable to engage in any occupation for pay or profit due to sickness or injury.

    Transaction Fee

    To assist in covering our administration costs, we reserve the right to charge a transaction fee of the lesser of $25 or 2% of each unscheduled partial surrender after the 12th unscheduled partial surrender in a contract year. The transaction fee would be deducted from the accumulated value remaining in the investment option(s) from which the amount is surrendered, on a pro rata basis.

    To assist in covering our administration costs or to discourage market timing, we also reserve the right to charge a transaction fee of the lesser of $30 or 2% of each unscheduled transfer after the first unscheduled transfer in a contract year. The transaction fee would be deducted from the investment option(s) from which the amount is transferred, on a pro rata basis.

    If we elect to begin charging for the transaction fees, we will provide you with advance written notice.

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    Premium Taxes

    We reserve the right to deduct an amount to cover any premium taxes imposed by states or other jurisdictions. If we elect to begin deducting any premium taxes, we will provide you with advance written notice. Any deduction is made from either a premium payment when we receive it, or the accumulated value when you request a surrender (total or partial) or you request application of the accumulated value (full or partial) to an annuity benefit payment option. Premium taxes range from 0% in most states to as high as 3.50%.

    Annual Fee

    Contracts with an accumulated value of less than $30,000 are subject to an annual Contract fee of the lesser of $30 or 2% of the accumulated value. Currently, we do not charge the annual fee if your accumulated value is $30,000 or more. If we elect to begin charging the annual fee if your accumulated value is $30,000 or more, we will provide you with advance written notice. If you own more than one variable annuity contract with us, all the Contracts you own or jointly own are aggregated, on each Contract’s anniversary, to determine if the $30,000 minimum has been met and whether that Contract will be charged. The fee is deducted from the investment option that has the greatest value. The fee is deducted on each Contract anniversary and upon total surrender of the Contract. The fee assists in covering administration costs, primarily costs to establish and maintain the records which relate to the Contract.

    Separate Account Annual Expenses

    Mortality and Expense Risks Charge

    We assess each division with a daily charge for mortality and expense risks. The annual rate of the charge is 1.25% of the average daily net assets of the Separate Account divisions. We agree not to increase this charge for the duration of the Contract. This charge is assessed only prior to the annuitization date. This charge is assessed daily when the value of a unit is calculated.

    This charge is intended to compensate us for the mortality risk on the Contract. We have a mortality risk in that we guarantee payment of a death benefit in a single payment or under an annuity benefit payment option. We do not impose a surrender charge on a death benefit payment, which is an additional mortality risk.

    This charge is also intended to cover our expenses, primarily related to operation of the Contract, including

    • furnishing periodic Contract statements, confirmations and other customer communications;
    • preparation and filing of regulatory documents (such as this prospectus);
    • preparing, distributing and tabulating proxy voting materials related to the underlying mutual funds; and
    • providing computer, actuarial and accounting services.

    If the mortality and expense risks charge is not enough to cover our costs, we bear the loss. If the mortality and expense risks charge is more than our costs, the excess is profit to the Company.

    Administration Charge

    We assess each division with a daily Separate Account administration charge. The annual rate of the charge is 0.15% of the average daily net assets of the Separate Account divisions. This charge is assessed only prior to the annuitization date. This charge is assessed daily when the value of a unit is calculated. The administration charge is intended to cover our costs for administration of the Contract that are not covered in the mortality and expense risk charge, above.

    If the administration charge is not enough to cover our costs, we bear the loss. If the administration charge is more than our costs, the excess is profit to the Company.

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    Charges for Rider Benefits Currently Available

    Subject to certain conditions, you may add one or more of the following optional riders to your Contract. Please contact your registered representative or call us at 1-800-852-4450 if you have any questions.

    Premium Payment Credit Rider
     
    The maximum annual charge for this rider is 0.60% of the average daily net assets of the Separate Account divisions
    and a reduction of 0.60% of the Fixed Account interest rate. We currently impose the maximum charge against the
    average daily net assets of the Separate Account divisions, but do not currently impose the Fixed Account interest
    rate reduction. We will provide prior written notice in the event that we decide to exercise our right to reduce the
    Fixed Account interest rate.
     
    If you elect the Premium Payment Credit Rider, the rider charge is assessed until completion of your 8th contract
    year (and only prior to the annuitization date) even if the credit(s) have been recovered. This charge is assessed
    daily against the Separate Account division values in the same manner as the mortality and expense risks charge,
    above. After the 8th Contract anniversary, your Contract accumulated value is moved to units in your chosen
    divisions that do not include this rider charge. This move of division units will not affect your accumulated value. It
    will, however, result in a smaller number of division units but those units will have a higher unit value. We will notify
    you when the division units move because of discontinuation of the rider charge.
     
    The rider charge is intended to cover our cost for the credit(s).

     

    Principal Income Builder 3 (PIB 3) Rider

    For applications signed on or after August 1, 2013, in states where the rider charge increase has been approved, the current annual charge for the rider is 1.05% of the average quarterly For Life withdrawal benefit base. The charge is calculated and deducted from your accumulated value at the end of the calendar quarter at a quarterly rate of 0.2625%, based on the average quarterly For Life withdrawal benefit base during the calendar quarter.

    For applications signed on or after August 1, 2013, in states where the rider charge has not been approved, the current annual charge for the rider is 0.95% of the average quarterly For Life withdrawal benefit base. The charge is calculated and deducted from your accumulated value at the end of the calendar quarter at a quarterly rate of 0.2375%, based on the average quarterly For Life withdrawal benefit base during the calendar quarter.

    The average quarterly For Life withdrawal benefit base is equal to (1) the For Life withdrawal benefit base at the beginning of the calendar quarter plus (2) the For Life withdrawal benefit base at the end of the calendar quarter, and this sum is divided by two. There may be times when the sum of the four quarterly fee amounts is different than the fee amount if we calculated it annually. For example, if your withdrawal benefit base is changed on your Contract anniversary, the fee for that calendar quarter will vary from the other quarters.

    For existing contracts, advance notice will be sent if the rider charge will increase. Before the effective date of the rider charge increase, you have the following options:

    • Accept the increased rider charge and continue to be eligible to receive a GMWB Step-Up at each rider anniversary; or
    • Decline the increased rider charge by sending us notice that you are opting out of the GMWB Step-Up and electing to remain at your current rider charge. Once you opt out of the GMWB Step-Up, you will no longer be eligible for any future GMWB Step-Ups and the feature cannot be added back to this rider.

    At the end of each calendar quarter (or on the next valuation date, if the calendar quarter ends on a non-valuation date), the rider charge is deducted through the redemption of units from your accumulated value in the same proportion as the surrender allocation percentages. If this rider is purchased after the beginning of a calendar quarter, the rider charge is prorated according to the number of days this rider is in effect during the calendar quarter. Upon termination of this rider, the rider charge will be based on the number of days this rider is in effect during the calendar quarter.

    We reserve the right to increase the rider charge up to the maximum annual charge. The maximum annual charge is 1.65% (0.4125% quarterly) of the average quarterly For Life withdrawal benefit base.

    The rider charge is intended to reimburse us for the cost of the protection provided by this rider.

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    Principal Income Builder 10 (PIB 10) Rider

    For applications signed on or after August 1, 2013, in states where the rider charge increase has been approved, the current annual charge for the rider is 1.20% of the average quarterly For Life withdrawal benefit base. The charge is calculated and deducted from your accumulated value at the end of the calendar quarter at a quarterly rate of 0.3000%, based on the average quarterly For Life withdrawal benefit base during the calendar quarter.

    For applications signed on or after August 1, 2013, in states where the rider charge has not been approved, the current annual charge for the rider is 1.10% of the average quarterly For Life withdrawal benefit base. The charge is calculated and deducted from your accumulated value at the end of the calendar quarter at a quarterly rate of 0.2750%, based on the average quarterly For Life withdrawal benefit base during the calendar quarter.

    The average quarterly Investment Back withdrawal benefit base is equal to (1) the Investment Back withdrawal benefit base at the beginning of the calendar quarter plus (2) the Investment Back withdrawal benefit base at the end of the calendar quarter, and this sum is divided by two. There may be times when the sum of the four quarterly fee amounts is different than the fee amount if we calculated it annually. For example, if your withdrawal benefit base is changed on your Contract anniversary, the fee for that calendar quarter will vary from the other quarters.

    For existing contracts, advance notice will be sent if the rider charge will increase. Before the effective date of the rider charge increase, you have the following options:

    • Accept the increased rider charge and continue to be eligible to receive a GMWB Step-Up at each rider anniversary; or
    • Decline the increased rider charge by sending us notice that you are opting out of the GMWB Step-Up and electing to remain at your current rider charge. Once you opt out of the GMWB Step-Up, you will no longer be eligible for any future GMWB Step-Ups and the feature cannot be added back to this rider.

    At the end of each calendar quarter (or on the next valuation date, if the calendar quarter ends on a non-valuation date), the rider charge is deducted through the redemption of units from your accumulated value in the same proportion as the surrender allocation percentages. If this rider is purchased after the beginning of a calendar quarter, the rider charge is prorated according to the number of days this rider is in effect during the calendar quarter. Upon termination of this rider, the rider charge will be based on the number of days this rider is in effect during the calendar quarter.

    We reserve the right to increase the rider charge up to the maximum annual charge. The maximum annual charge is 2.00% (0.5000% quarterly) of the average quarterly Investment Back withdrawal benefit base.

    The rider charge is intended to reimburse us for the cost of the protection provided by this rider.

    Special Provisions for Group or Sponsored Arrangements

    Where permitted by state law, Contracts may be purchased under group or sponsored arrangements as well as on an individual basis.

    Group Arrangement – program under which a trustee, employer or similar entity purchases Contracts covering a group of individuals on a group basis.

    Sponsored Arrangement – program under which an employer permits group solicitation of its employees or an association permits group solicitation of its members for the purchase of Contracts on an individual basis.

    The charges and deductions described above may be reduced or eliminated for Contracts issued in connection with group or sponsored arrangements. The rules in effect at the time the application is approved will determine if reductions apply. Reductions may include but are not limited to sales of Contracts without, or with reduced, mortality and expense risks charges, annual fees or surrender charges.

    Eligibility for and the amount of these reductions are determined by a number of factors, including the number of individuals in the group, the amount of expected premium payments, total assets under management for the owner, the relationship among the group’s members, the purpose for which the Contract is being purchased, the expected persistency of the Contract, and any other circumstances which, in our opinion, are rationally related to the expected reduction in expenses. Reductions reflect the reduced sales efforts and administration costs resulting from these arrangements. We may modify the criteria for and the amount of the reduction in the future. Modifications will not unfairly discriminate against any person, including affected owners and other owners with contracts funded by the Separate Account.

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    3. FIXED ACCOUNT AND DCA PLUS ACCOUNTS

    This prospectus is intended to serve as a disclosure document only for the Contract as it relates to the Separate Account and contains only selected information regarding the Fixed Account and DCA Plus accounts. The Fixed Account and the DCA Plus accounts are a part of our general account. Because of exemptions and exclusions contained in the Securities Act of 1933 and the Investment Company Act of 1940, the Fixed Account, the DCA Plus accounts, and any interest in them, are not subject to the provisions of these acts. As a result the SEC has not reviewed the disclosures in this prospectus relating to the Fixed Account and the DCA Plus accounts. However, disclosures relating to them are subject to generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses.

    Our obligations with respect to the Fixed Account and DCA Plus accounts are supported by our general account. The general account is the assets of the Company other than those assets allocated to any of our Separate Accounts. Subject to applicable law, we have sole discretion over the assets in the general account. Separate Account expenses are not assessed against any Fixed Account or DCA Plus account values. You can obtain more information concerning the Fixed Account and DCA Plus accounts from your registered representative or by calling us at 1-800-852-4450.

    We reserve the right to refuse premium payment allocations and transfers from the other investment options to the

    Fixed Account and premium payment allocations to the DCA Plus accounts. We will send you a written notice at least 30 days prior to the date we exercise this right. We will also notify you if we lift such restrictions.

    Fixed Account

    The Company guarantees that premium payments allocated and amounts transferred to the Fixed Account earn interest at the interest rate in effect on the date premium payments are received or amounts are transferred. This rate applies to each premium payment or amount transferred through the end of the contract year.

    Each Contract anniversary, we declare a renewal interest rate that applies to the Fixed Account value in existence at that time. This rate applies until the end of the contract year. Interest is earned daily and compounded annually at the end of each contract year. Once credited, the interest is guaranteed and becomes part of the Fixed Account value from which deductions for fees and charges may be made.

    NOTE: We reserve the right to reduce the Fixed Account interest rate by up to 0.60% if you elect the Premium
    Payment Credit Rider.
    NOTE: Transfers and surrenders from the Fixed Account are subject to certain limitations as to frequency and
    amount. See 6. TRANSFERS AND SURRENDERS.
     
    NOTE: We may defer payment of surrender proceeds payable out of the Fixed Account for up to six months. See 9.
    ADDITIONAL INFORMATION ABOUT THE CONTRACT.

     

    Fixed Account Value

    Your Fixed Account value on any valuation date is equal to:

    • premium payments or credits allocated to the Fixed Account;
    • plus any transfers to the Fixed Account from the other investment options;
    • plus interest credited to the Fixed Account;
    • minus any surrenders or applicable surrender charges or partial annuitizations from the Fixed Account;
    • minus any transfers to the Separate Account.

    Dollar Cost Averaging Plus Program (DCA Plus Program)

    Premium payments allocated to the DCA Plus accounts earn the interest rate in effect at the time each premium payment is received. A portion of your DCA Plus account value is periodically transferred (on the 28th of each month) to Separate Account divisions or to the Fixed Account. If the 28th is not a valuation date, the transfer occurs on the next valuation date. The transfers are allocated according to your DCA Plus allocation instructions. Transfers into a DCA Plus account are not permitted. There is no charge for participating in the DCA Plus program.

    NOTE: If you elect the Premium Payment Credit Rider, you may not participate in the DCA Plus program.

     

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    DCA Plus Premium Payments

    You may enroll in the DCA Plus program by allocating a minimum premium payment of $1,000 into a DCA Plus account and selecting investment options into which transfers will be made. Subsequent premium payments of at least $1,000 are permitted. You can change your DCA Plus allocation instructions during the transfer period.

    Automatic Portfolio Rebalancing does not apply to DCA Plus accounts.

    DCA Plus premium payments receive the fixed interest rate in effect on the date each premium payment is received by us. The fixed interest rate remains in effect for the remainder of the 6-month or 12-month DCA Plus program.

    Selecting a DCA Plus Account

    DCA Plus accounts are available in either a 6-month transfer program or a 12-month transfer program. The 6-month transfer program and the 12-month transfer program generally will have different credited interest rates. You may enroll in both a 6-month and 12-month DCA Plus program. However, you may only participate in one 6-month and one 12-month DCA Plus program at a time. Under the 6-month transfer program, all premium payments and accrued interest must be transferred from the DCA Plus account to the selected investment options in no more than 6 months. Under the 12-month transfer program, all premium payments and accrued interest must be transferred to the selected investment options in no more than 12 months.

    We will transfer an amount each month which is equal to your DCA Plus account value divided by the number of months remaining in your transfer program. For example, if four scheduled transfers remain in the six-month transfer program and the DCA Plus account value is $4,000, the transfer amount would be $1,000 ($4,000 / 4).

    DCA Plus Transfers

    Transfers are made from DCA Plus accounts to the investment options according to your allocation instructions. The transfers begin after we receive your premium payment and completed enrollment instructions. Transfers occur on the 28th of the month and continue until your entire DCA Plus account value is transferred.

    Unscheduled DCA Plus Transfers. You may make unscheduled transfers from DCA Plus accounts to the investment options. A transfer is made, and values determined, as of the end of the valuation period in which we receive your request.

    DCA Plus Surrenders. You may take scheduled or unscheduled surrenders from DCA Plus accounts. Premium payments earn interest according to the corresponding rate until the surrender date. Surrenders are subject to any applicable surrender charge.

    4. LIVING BENEFIT - GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)

    NOTE: Prior to August 1, 2013, earlier versions of the Principal Income Builder 3 (PIB 3) and Principal Income Builder 10 (PIB 10) GMWB riders were available. If you are purchasing one of these riders in a state that has not approved the most recent version, see Appendix E for PIB 3 or Appendix F for PIB 10. Consult with your registered representative to determine which states have not approved the most recent version.

    Guaranteed Minimum Withdrawal Benefit (GMWB) riders are designed to help protect you against the risk of a decrease in the Contract accumulated value due to market declines. The GMWB rider allows you to take certain guaranteed annual withdrawals during the Contract accumulation phase, regardless of your Contract accumulated value.

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    We currently make available two optional GMWB riders, the Principal Income Builder 3 rider and the Principal Income Builder 10 rider. We offer different GMWB riders so you can choose the level of benefits and charges that make the most sense for you. The availability and eligibility requirements of these riders are shown below.

    Name of Rider PIB 3 PIB 10
    Marketing Name Principal Income Builder 3 Principal Income Builder 10
    Eligibility The owner(s) (or the annuitant(s) if the owner is not a The owner(s) (or the annuitant(s) if the owner is
      natural person) must be at least age 45 and younger not a natural person) must be at least age 45 and
      than age 81 younger than age 81

     

    Previously we have made available other GMWB riders. However, no Contract may have more than one GMWB
    rider. For a description of these GMWB riders, see PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITYSM (FOR
    APPLICATIONS SIGNED PRIOR TO AUGUST 1, 2013) Prospectus.
     
    You may elect a GMWB rider only when you purchase the Contract. We reserve the right, in our sole discretion, to
    allow Contract owners to add a rider after issue. If we exercise this right, we will give written notice and our offer will
    not be unfairly discriminatory.
     
    Factors to Consider Before You Buy A GMWB Rider
     
    A GMWB rider may be appropriate if you:
     
    · Want to protect against the risk that your Contract accumulated value could fall below your investment due to
      market decline.
    · Want to benefit from potential annual increases in your rider values that match the growth of your Contract
      accumulated value.
    · Want to protect against the risk of you or your spouse outliving your income.
     
    A GMWB rider generally will not be appropriate if you:
     
    · Do not intend to take any withdrawals from your Contract.
    · Intend to allocate a significant portion of your Contract accumulated value to the Fixed Account or DCA Plus
      Accounts.
    · Have an aggressive growth investment objective.
    · Plan on taking withdrawals that exceed the GMWB withdrawal limits.
     
     
    Before you purchase this rider, you should carefully consider the following:
     
    · The features of a GMWB rider may not be purchased separately. As a result, you may pay for rider features that
      you never use.
    · If you take withdrawals that exceed a GMWB rider’s withdrawal limits (excess withdrawals), you will shorten the
      life of the rider, lower the withdrawal benefit payment(s) and/or cause the rider to terminate for lack of value.
    · A GMWB rider does not guarantee that the withdrawal benefit payment(s) will be sufficient to meet your future
      income needs.
    · A GMWB rider is not a guarantee that you will receive any earnings on your premium payments.
    · A GMWB rider is not a guarantee that your investment is protected against loss of purchasing power due to
      inflation.
    · The fee for the GMWB rider may increase over time due to GMWB Step-Ups, but will not exceed the maximum
      fee.
    · A GMWB rider restricts your investment options to investment options that reflect a generally balanced
      investment objective. The Contract’s more aggressive growth investment options are not available if you elect a
      GMWB rider.
    · Once elected, you may not terminate the GMWB rider until the 5th Contract anniversary following the rider
      effective date.
     
    You should review the terms of each GMWB rider carefully and work with your registered representative to decide
    which GMWB rider, if any, is appropriate for you based on a thorough analysis of your particular needs, financial
    objectives, investment goals, time horizons and risk tolerance.

     

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    Which GMWB Rider May Be Appropriate for You

    The Principal Income Builder 3 rider may be appropriate if you:

    • Want to protect against the risk of you or your spouse outliving your income.
    • Want to benefit from potential annual increases in your rider values that match the growth of your Contract accumulated value.
    • Want our lowest-cost GMWB rider.
    • Want to defer taking withdrawals for a shorter period and receive an accelerated GMWB Bonus rate. The PIB 3 Bonus period is 3 years at 7%, 6%, and 5% of premium payments.

    The Principal Income Builder 10 rider may be appropriate if you:

    • Want to protect against the risk that your Contract accumulated value could fall below your original investment due to market decline. One of the withdrawal options is designed to permit you to recover at least your premium payments.
    • Want to protect against the risk of you or your spouse outliving your income.
    • Want to benefit from potential annual increases in your rider values that match the growth of your Contract accumulated value.
    • Do not plan to take withdrawals for at least 10 years after the rider effective date and want to take advantage of the 10-year GMWB Bonus. The PIB 10 Bonus period is 10 years at 5.00% annually of the premium payments.
    • Are willing to pay a higher cost for the flexibility provided by these features.

    GMWB Rider Restrictions/Limitations

    Once elected, the GMWB rider may not be terminated for 5 contract years following the rider effective date.

    The GMWB rider does not restrict or change your right to take — or not take — withdrawals under the Contract. All withdrawals reduce the Contract accumulated value by the amount withdrawn and are subject to the same conditions, limitations, fees, charges and deductions as withdrawals otherwise taken under the provisions of the Contract; for example, withdrawals will be subject to surrender charges if they exceed the free surrender amount (see 2. CHARGES AND DEDUCTIONS). However, any withdrawals may have an impact on the value of your rider’s benefits.

    If you take withdrawals in an amount that exceeds an available withdrawal benefit payment (excess withdrawal), you will shorten the life of the rider, lower the withdrawal benefit payment(s) and/or cause the rider to terminate for lack of value unless you make additional premium payments or a GMWB Step-Up is applied.

    There is a charge for the GMWB rider which can increase up to the guaranteed maximum charge for the rider (see SUMMARY OF EXPENSE INFORMATION).

    Election of a GMWB rider results in restriction of your Contract investment options to the more limited GMWB investment options (see GMWB Investment Options).

    Any ownership change, change of beneficiary or other change before the annuitization date which would cause a change in a covered life may result in termination of this rider (see Principal Income Builder 3 Covered Life Change or Principal Income Builder 10 Covered Life Change).

    Additional Premium Payments

    Before your Contract accumulated value is reduced to zero, you may make additional premium payments, subject to the limitations described below. We will not accept additional premium payments once the Contract accumulated value becomes zero.

    While this rider is in effect, we may limit or not accept additional premium payments if we determine that, as a result of the timing and amounts of your additional premium payments and withdrawals, a limitation is necessary for us to manage the financial risks incurred in providing the GMWB. We also reserve the right to limit or not accept additional premium payments if we are not then offering this benefit for new contracts, or if we are offering a modified version of this benefit for new contracts. We will exercise such reservation of right for all annuity owners in the same class, in a non-discriminatory manner.

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    GMWB Investment Options

    While a GMWB rider is in effect, the investment options you may select are restricted. The limited investment options available under a GMWB rider (the GMWB investment options) reflect a balanced investment objective and if your investment goal is aggressive growth, a GMWB rider may not support your investment objective. With GMWB investment options that reflect a balanced investment objective, there is potentially a reduced likelihood that we will have to make GMWB benefit payments when the Contract value goes to zero, reaches the maximum annuitization date, or if there is a death claim.

    When you purchase a GMWB rider, you must allocate 100% of your Separate Account division value to one of the available Separate Account GMWB investment options. Any future premium payments are allocated to the GMWB investment option your Separate Account division value is invested in at the time of the new premium payments.

    The available GMWB investment options are:

    • Diversified Growth Account; or
    • Diversified Balanced Account; or
    • Diversified Income Account.

    For more information about the Diversified Growth, Diversified Balanced Account, and Diversified Income Account, see the underlying fund’s prospectus provided with this prospectus.

    You may allocate premium payments and transfer Contract accumulated value to the Fixed Account. You may also allocate new premium payments to the DCA Plus accounts. Such allocations and transfers are subject to the provisions of your Contract. See 3. FIXED ACCOUNT AND DCA PLUS ACCOUNTS.

    We reserve the right to modify the list of available GMWB investment options, subject to compliance with applicable regulations. Changes or restrictions will apply only to new purchasers of the Contract or to you if you transfer out of a GMWB investment option and wish to transfer back to that GMWB investment option.

    You must stay invested in the GMWB investment options as long as the GMWB rider is in effect. Note, the rider may not be terminated for 5 contract years following the rider effective date.

    See APPENDIX B for information regarding GMWB investment options.

    Overview of Principal Income Builder 3

    For Life withdrawal benefit payment percentages. This rider permits an election of “Joint Life” For Life withdrawal benefit payments or “Single Life” For Life withdrawal benefit payments.

    Bonus feature. This rider has a Bonus feature which rewards you annually for not taking a withdrawal within the first 3 years of the rider. The GMWB Bonus increases the withdrawal benefit base, which increases your available withdrawal benefit payment amount. The GMWB Bonus does not increase your Contract accumulated value.

    Step-Up feature. This rider has an annual Step-Up feature which can increase your rider withdrawal benefit payments if your Contract accumulated value increases. The Contract accumulated value increases whenever additional premium payments are made, the division values rise with market growth, or credits (premium payment credits or exchange credit) are applied.

    Maximum annual rider charge. This rider has a maximum annual rider charge of 1.65% of the For Life withdrawal benefit base.

    Spousal continuation. This rider provides that the For Life withdrawal options may be available to an eligible spouse who continues the Contract with the rider, if certain conditions are met.

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    Principal Income Builder 3 Terms

    We use the following definitions to describe the features of this rider:

    • Excess Withdrawal — the portion of a withdrawal that exceeds the available withdrawal benefit payment.
    • GMWB Bonus — a bonus credited to the withdrawal benefit base, provided certain conditions are met.
    • GMWB investment options – the limited investment options available under the GMWB rider, which reflect a balanced investment objective.
    • GMWB Step-Up — an increase to the withdrawal benefit base to an amount equal to your Contract’s accumulated value on the most recent Contract anniversary, provided certain conditions are met.
    • Required minimum distribution (“RMD”) amount — the amount required to be distributed each calendar year for purposes of satisfying the RMD rules of Section 401(a)(9) of the Internal Revenue Code of 1986, as amended, and related Code provisions in effect as of the rider effective date.
    • Rider effective date — the date the rider is issued.
    • Withdrawal — any partial surrender (including surrender charges, if any) and/or any partial annuitization of your
      Contract’s accumulated value.
    • Withdrawal benefit base (also referred to as For Life withdrawal benefit base) — the basis for determining the withdrawal benefit payment available each year
    • Withdrawal benefit payment (also referred to as For Life withdrawal benefit payment) — the amount that we guarantee you may withdraw each contract year.

    Principal Income Builder 3 - Withdrawal Benefit Base

    The withdrawal benefit base is used to calculate the annual withdrawal benefit payment. We calculate the withdrawal benefit base on the rider effective date and each Contract anniversary.

    The initial withdrawal benefit base is equal to the initial premium payment.

    On each Contract anniversary, the withdrawal benefit base is reset to the greater of 1 or 2, where:
     
    1. is the accumulated value on the Contract anniversary.
     
    2. is the result of (a + b + c - d), where:
    a = prior year withdrawal benefit base (or initial withdrawal benefit base if first Contract anniversary);
    b = additional premiums since the previous Contract anniversary (dollar-for-dollar);
    c = any GMWB Bonus credited since the previous Contract anniversary;
    d = any excess withdrawals taken since the previous Contract anniversary*.
     
    * NOTE: The reduction for an excess withdrawal will be greater than dollar-for-dollar if the Contract accumulated
    value is less than the withdrawal benefit base at the time of the excess withdrawal. See Principal Income
    Builder 3 - Excess Withdrawals later in this section for information about the negative effect of excess
    withdrawals.
     
    If you take withdrawals prior to the oldest owner attaining age 59½, the For Life withdrawal benefit base will be
    reduced for excess withdrawals. If the adjustment for any withdrawals causes the For Life withdrawal benefit base to
    reduce to zero, the rider will terminate at the next Contract anniversary, unless you make additional premium
    payments or a GMWB Step-Up is applied.

     

    Principal Income Builder 3 - Withdrawal Benefit Payment

    For Life withdrawal benefit payments are available (i) on the rider effective date if the oldest owner (or oldest annuitant, if the Contract owner is not a natural person) is at least age 59½ or (ii) on the Contract anniversary following the date that the oldest owner (or oldest annuitant, if applicable) attains age 59½.

    The For Life withdrawal benefit payments are automatically calculated as “Single Life” unless you provide notice and good order instructions to select “Joint Life” For Life withdrawal benefit payments. If eligible, you may elect “Joint Life” For Life withdrawal benefit payments anytime on or before your first withdrawal following the rider effective date. Once you take this first withdrawal, you cannot change your election of “Single Life” or “Joint Life” For Life withdrawal benefit payments, regardless of any change in life events.

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    “Single Life” For Life withdrawal benefit payments. “Single Life” For Life withdrawal benefit payments are based on one covered life. The covered life for “Single Life” is the:

    a.      Owner if there is only one owner;
    b.      Annuitant if the owner is not a natural person;
    c.      Youngest joint owner if there are joint owners; or
    d.      Youngest annuitant if there are joint annuitants and the owner is not a natural person.

    In addition, the covered life must satisfy this rider’s issue age requirements on the date the covered life is designated in accordance with the terms of this rider.

    As long as the Contract is in effect, “Single Life” or “Joint Life” For Life withdrawal benefit payments may be taken until the earlier of the date of the death of the first owner to die (first annuitant, if applicable) or the date the For Life withdrawal benefit base reduces to zero.

    “Joint Life” For Life withdrawal benefit payments. “Joint Life” For Life withdrawal benefit payments are based on two covered lives. You may only elect “Joint Life” For Life withdrawal benefit payments if there are two covered lives that meet the eligibility requirements. There can be no more than two covered lives. The “Joint Life” election is not available if the owner is not a natural person.

    To be eligible for “Joint Life” the covered lives must be:

    a.      The owner and the owner’s spouse, provided there is only one owner and the spouse is named as a primary beneficiary; or
    b.      The joint owners, provided the joint owners are each other’s spouse.

    NOTE: Under the Internal Revenue Code (the “Code”), spousal continuation and certain distribution options are available only to a person who is defined as a “spouse” under the Federal Defense of Marriage Act or other applicable Federal Law. All Contract provisions will be interpreted and administered in accordance with the requirements of the Code.

    NOTE: At the time a covered life is designated, that covered life must satisfy this rider’s issue age requirements.

    As long as the Contract is in effect, “Joint Life” For Life withdrawal benefit payments will continue until the earlier of the date of the death of the last covered life or the date the “For Life” withdrawal benefit base reduces to zero.

    Calculating the Principal Income Builder 3 For Life Withdrawal Benefit Payment

    The GMWB withdrawal benefit payment percentages applicable to the For Life Withdrawal Benefit Payment are disclosed in this prospectus, or in a prospectus supplement that updates the percentages (“GMWB Percentages Prospectus Supplement”). In order to receive the applicable GMWB withdrawal benefit payment percentages, your application must be signed within the stated time period during which such percentages will be applicable and received by us within 10 calendar days. The percentages applicable to your Contract will not change for the life of your Contract. After December 31, 2013, you should not purchase this annuity without first obtaining the applicable GMWB Percentages Prospectus Supplement containing the withdrawal benefit payment percentages applicable at the time.

    The percentages below apply for applications signed from August 1, 2013 through December 31, 2013.

    The For Life Withdrawal Benefit Payment percentages may be different than those listed below for applications signed after December 31, 2013.

    The For Life withdrawal benefit payment is an amount equal to a percentage multiplied by the For Life withdrawal benefit base.

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    The For Life withdrawal benefit payment percentage depends on whether you have elected “Single Life” or “Joint Life” and the age of the covered life on the date of the first withdrawal following the rider effective date:

    · “Single Life”:        
     
      Age of Covered Life at   For Life Withdrawal Benefit  
      First Withdrawal   Payment Percentage  
      45-54   3.00%
      55-59   4.00%
    60-64 4.25%
      65-74   5.00%
      75+ 5.25%

     

    · “Joint Life”:        
     
      Age of Younger Covered Life at   For Life Withdrawal Benefit  
      First Withdrawal   Payment Percentage  
      45-54   2.50%
      55-59   3.50%
    60-64 3.75%
      65-74   4.50%
      75+ 4.75%

     

    NOTE: All withdrawals prior to the Contract anniversary following the oldest owner’s (oldest annuitant’s, if applicable) age 59½ are treated as excess withdrawals when calculating the For Life withdrawal benefit. Under 72t, a customer can receive substantially equal payments without an IRS tax penalty, even if under age 59½. If you receive 72t distributions and have not reached the Contract anniversary after the oldest owner’s (oldest annuitant’s, if applicable) age 59½, these 72t distributions will be treated as excess withdrawals. See Principal Income Builder 3 - Excess Withdrawals for additional information.

    Because the For Life withdrawal benefit payments are tiered based on the age of the younger covered life at the time of the first withdrawal, you should carefully choose when you take the first withdrawal following the rider effective date. Once a withdrawal is taken, the For Life withdrawal benefit payment percentage is locked in for the life of this rider. In addition, when you take your first withdrawal, your election of “Single Life” or “Joint Life” remains locked in and cannot be changed. For example, if you have elected “Joint Life” For Life withdrawal benefit payments and take the first withdrawal when the younger covered life is age 46, your For Life withdrawal benefit payment percentage will be locked in at 2.50% for the remaining life of this rider and cannot be changed.

    Principal Income Builder 3 - Covered Life Change

    Any ownership change, change of beneficiary or other change before the annuitization date which would cause a change in a covered life (a “Change”) will result in termination of this rider, except for the following permissible Changes:

    1. Spousal continuation of this rider as described in 8. DEATH BENEFIT.

    2. If withdrawals have not been taken and you have not previously elected to continue this rider as provided in 8. DEATH BENEFIT, then:

    a.      You may add a joint owner or primary beneficiary to your Contract as a covered life, provided that the new joint owner or primary beneficiary is an eligible covered life as set forth above.
    b.      You may remove a joint owner or primary beneficiary as a covered life.
    c.      The For Life withdrawal benefit payment percentage will be based on the age of the covered lives and will lock in at the percentage applicable on the date of your first withdrawal.

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    3. If withdrawals have been taken and you have locked in “Single Life” For Life withdrawal benefit payments, then:

    a.      You may remove a joint owner as a covered life.
    b.      You may add a primary beneficiary to your Contract, however, you may not add a primary beneficiary as a covered life for purposes of this rider.
    c.      The For Life withdrawal benefit payment percentage will remain locked in at the percentage applicable on the date of your first withdrawal and will not be reset to reflect the removal of the covered life. For Life withdrawal benefit payments will cease upon your death.

    4. If withdrawals have been taken and you have locked in “Joint Life” For Life withdrawal benefit payments, then:

    a.      You may remove a joint owner or primary beneficiary as a covered life.
    b.      You may add a primary beneficiary to your Contract; however, you may not add a primary beneficiary as a covered life for purposes of this rider.
    c.      The For Life withdrawal benefit payment percentage will remain locked in at the percentage applicable on the date of your first withdrawal and will not be reset to reflect the removal of the covered life. For Life withdrawal benefit payments will cease upon your death.

    5. If you have previously elected to continue this rider as provided in 8. DEATH BENEFIT, then you may add a primary beneficiary to your Contract; however, you may not add a primary beneficiary as a covered life for purposes of this rider. If the primary beneficiary that you add is your spouse, upon your death the spouse can continue the Contract, but the rider will terminate.

    No Change is effective until approved by us in writing. Upon our approval, the Change is effective as of the date you signed the notice requesting the Change.

    An assignment of the Contract or this rider shall be deemed a request for a Change. If the Change is not one of the above permissible Changes, this rider will be terminated as of the date of the assignment.

    Principal Income Builder 3 - Effect of Withdrawals

    This rider does not require you to take an available withdrawal benefit payment. If you want to take advantage of this rider’s GMWB Bonus feature, withdrawals cannot be taken during the period the GMWB Bonus is available. See Principal Income Builder 3 - GMWB Bonus below.

    If you elect not to take an available withdrawal benefit payment, that amount will not be carried forward to the next contract year.

    Each time you take a withdrawal, it is reflected immediately in your Contract accumulated value.

    If you take excess withdrawals, the withdrawal benefit base will be reduced on the next Contract anniversary. See Principal Income Builder 3 - Excess Withdrawals for information about the negative effect of excess withdrawals.

    To help you better understand the various features of this rider and to demonstrate how premium payments made and withdrawals taken from the Contract affect the values and benefits under this rider, we have provided several examples in APPENDIX C.

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    Principal Income Builder 3 - Excess Withdrawals

    Any portion of a withdrawal that exceeds the available withdrawal benefit payment is an excess withdrawal. Excess withdrawals decrease the withdrawal benefit base, which will reduce future withdrawal benefit payments. The reductions can be greater than dollar-for-dollar when the Contract accumulated value is less than the withdrawal benefit base at the time of the excess withdrawal.

    All withdrawals prior to the Contract anniversary following the oldest owner’s (oldest annuitant’s, if applicable) age 59½ are treated as excess withdrawals when calculating the For Life withdrawal benefit. Therefore, if you receive 72t distributions and have not reached the Contract anniversary after the oldest owner’s (oldest annuitant’s, if applicable) age 59½, these 72t distributions will be treated as excess withdrawals.

    If you choose to take an excess withdrawal, the equation below shows how to calculate the excess withdrawal adjustment.

    Effect on withdrawal benefit base. Excess withdrawals will reduce the withdrawal benefit base in an amount
    equal to the greater of:
    · the excess withdrawal, or
    · the result of (a divided by b) multiplied by c, where:
      a = the amount withdrawn that exceeds the available withdrawal benefit payment prior to the withdrawal;
      b = the Contract accumulated value after the withdrawal benefit payment is deducted, but prior to
      deducting the amount of the excess withdrawal; and
      c = the withdrawal benefit base prior to the adjustment for the excess withdrawal.

     

    NOTE: Withdrawals prior to age 59½ may be subject to a 10% IRS penalty tax.

    Required Minimum Distribution (RMD) Program for GMWB Riders

    Tax-qualified contracts are subject to certain federal tax rules requiring that RMD be taken on a calendar year basis (i.e., compared to a contract year basis), usually beginning after age 70½.

    If you are eligible for and enroll in our RMD Program for GMWB Riders, as discussed below, a withdrawal taken to satisfy RMD for the Contract (an “RMD amount”) that exceeds a withdrawal benefit payment for that contract year will not be deemed an excess withdrawal.

    RMD Program. Eligibility in the RMD Program for GMWB Riders is determined by satisfaction of the following requirements:

    • The amount required to be distributed each calendar year for purposes of satisfying the RMD rules of the Internal Revenue Code is based only on this Contract (the “RMD amount”); and
    • You have elected scheduled withdrawal payments.

    NOTE: Although enrollment in the RMD Program for GMWB Riders does not prevent you from taking an unscheduled withdrawal, an unscheduled withdrawal will cause you to lose the RMD Program protections for the remainder of the contract year. This means that any withdrawals (scheduled or unscheduled) during the remainder of the contract year that exceed applicable withdrawal benefit payments will be treated as excess withdrawals, even if the purpose is to take the RMD amount. You will automatically be re-enrolled in the RMD Program for GMWB Riders on your next Contract anniversary.

    We reserve the right to modify or eliminate the RMD Program for GMWB Riders; for example, if there is a change to the Internal Revenue Code or Internal Revenue Service rules or interpretations relating to RMD, including the issuance of relevant IRS guidance. We will send you at least 30 days advance notice of any change in or elimination of the RMD Program for GMWB Riders. Any modifications or elimination of the RMD Program for GMWB Riders will take effect after notice. If we exercise our right to modify or eliminate the RMD Program for GMWB Riders, then any scheduled or unscheduled withdrawal in excess of a withdrawal benefit payment after the effective date of the program’s modification or elimination will be deemed an excess withdrawal.

    You may obtain more information regarding our RMD Program for GMWB Riders by contacting your registered representative or by calling us at 1-800-852-4450.

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    Principal Income Builder 3 - GMWB Bonus

    Under the GMWB Bonus, on each of the first three Contract anniversaries following the rider effective date, we will credit a bonus to the withdrawal benefit base provided you have not taken any withdrawals since the rider effective date.

    The GMWB Bonus percentages are disclosed in this prospectus, or in a prospectus supplement that updates the percentages (“GMWB Percentages Prospectus Supplement”). In order to receive the applicable GMWB Bonus percentages, your application must be signed within the stated time period during which such percentages will be applicable and received by us within 10 calendar days. The percentages applicable to your Contract will not change for the life of your Contract. After December 31, 2013, you should not purchase this annuity without first obtaining the applicable GMWB Percentages Prospectus Supplement containing the GMWB Bonus percentages applicable at the time.

    The percentages below apply for applications signed from August 1, 2013 through December 31, 2013.

    The GMWB Bonus Percentages may be different than those listed below for applications signed after December 31, 2013.

    The GMWB Bonus is equal to the total of all premium payments made prior to the applicable Contract anniversary multiplied by the applicable percentage shown in the chart below. If the contract date and the rider effective date are different (if we previously have allowed Contract owners to add a rider after issue), the GMWB Bonus is equal to the Contract accumulated value on the rider effective date plus premium payments made between the rider effective date and the Contract anniversary, multiplied by the applicable percentage shown in the chart below.

    Contract Anniversary    
    (following the rider effective date) GMWB Bonus Percentage  
    1 7.00%
    2 6.00%
    3 5.00%

     

    The GMWB Bonus is no longer available after the earlier of:
    · The 3rd Contract anniversary following the rider effective date; or
    · The date you take a withdrawal following the rider effective date.
     
    NOTE: The GMWB Bonus is used only for the purposes of calculating the withdrawal benefit bases. The GMWB
      Bonus is not added to your Contract accumulated value.
     
    Principal Income Builder 3 - GMWB Step-Up
     
    The GMWB Step-Up is automatic and applies annually. Under this rider, unless an owner opts out of the automatic
    GMWB Step-Up, the rider charge will increase if our then current rider charge is higher than when the rider was
    purchased. The rider charge will never be greater than the maximum Principal Income Builder 3 rider charge. See
    SUMMARY OF EXPENSE INFORMATION section.
     
    If you satisfy the eligibility requirements on a Contract anniversary and your Contract accumulated value is greater
    than the withdrawal benefit base, we will Step-Up the withdrawal benefit base to your Contract accumulated value on
    that Contract anniversary. We will not reduce your withdrawal benefit base if your Contract accumulated value on a
    Contract anniversary is less than the withdrawal benefit base.
     
    If you are eligible for a GMWB Step-Up of a withdrawal benefit base, you will be charged the then current rider
    charge. You may choose to opt out of the GMWB Step-Up feature if the charge for your rider will increase. We will
    send you advance notice if the charge for your rider will increase in order to give you the opportunity to opt out of the
    GMWB Step-Up feature. Once you opt out, you will no longer be eligible for future GMWB Step-Ups.

     

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    On each Contract anniversary following the rider effective date, you are eligible for a GMWB Step-Up of the
    withdrawal benefit base if you satisfy all of the following requirements:
     
        1 . The Contract anniversary occurs before the later of:
            a. the Contract anniversary following the date the oldest owner (oldest annuitant if the owner is not a
              natural person) attains age 80; or
            b. 10 years after the rider effective date;
        2 . You have not declined any increases in the rider charge; and
        3 . You have not fully annuitized the Contract.
     
     
     
    Principal Income Builder 3 - Effect of Reaching the Maximum Annuitization Date
     
    On or before the maximum annuitization date, you must elect one of the Contract or GMWB rider payment options
    described below.
     
    1 . Contract payment options:
        ·   Payments resulting from applying the Contract accumulated value to an annuity benefit payment option.
        ·   Payment of the Contract accumulated value as a single payment.
     
    2 . GMWB rider payment option:
        ·   Fixed scheduled payments each year in the amount of the For Life withdrawal benefit payment until the date
            of death of the last covered life.
     
    See Principal Income Builder 3 - Effect of Withdrawals for information on how withdrawals prior to the maximum
    annuitization date affect the GMWB values.
     
    We will send you written notice at least 30 days prior to the maximum annuitization date and ask you to select one of
    the available payment options listed above. If we have not received your election as of the maximum annuitization
    date, we will automatically apply your Contract accumulated value to an annuity benefit payment option:
        ·   for Contracts with one annuitant – Life Income with payments guaranteed for a period of 10 years.
        ·   for Contracts with joint annuitants – Joint and Full Survivor Income with payments guaranteed for a period of
            10 years.
     
     
     
    Principal Income Builder 3 - Effect of the Contract Accumulated Value Reaching Zero
     
    We will send you prior written notice whenever reasonably feasible if your Contract accumulated value is
    approaching zero.
     
    In the event that the Contract accumulated value reduces to zero, we will pay the withdrawal benefit payments as
    follows:      
    ·   If you have taken withdrawal benefit payments prior to the Contract accumulated value reaching zero, your For
        Life withdrawal option is either “Joint Life” or “Single Life” depending on your election at the time of your first
        withdrawal.
    ·   If you have not taken withdrawal benefit payments prior to the Contract accumulated value reaching zero, you
        must elect either
        ·   the “Single Life” For Life withdrawal option: you will receive fixed scheduled payments each year in the
            amount of the “Single Life” For Life withdrawal benefit payment, until the date of your death (annuitant’s
            death if the owner is not a natural person); or the “Joint Life” For Life withdrawal option: you will receive fixed
            scheduled payments each year in the amount of the “Joint Life” For Life withdrawal benefit payment, until the
            date of the death of the last covered life.
     
    NOTE: In the event that the Contract accumulated value reduces to zero, the withdrawal benefit payments elected
        above will continue, but all other rights and benefits under this rider and the Contract (including the death
        benefits) will terminate, and no additional premium payments will be accepted.

     

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    Principal Income Builder 3 - Termination and Reinstatement

    You may not terminate this rider prior to the 5th Contract anniversary following the rider effective date.

    At any point in time, we will terminate this rider upon the earliest to occur:

    • The date you send us notice to terminate the rider (after the 5th Contract anniversary following the rider effective date). This will terminate the rider, not the Contract.
    • The date you fully annuitize, fully surrender or otherwise terminate the Contract.
    • The For Life withdrawal benefit base is zero.
    • The date the Contract owner is changed (annuitant is changed if the owner is not a natural person), except a change in owner due to a spousal continuation of the rider as described in 8. DEATH BENEFIT or the removal/ addition of a joint life as described in Principal Income Builder 3 - Covered Life Change.
    • The date your surviving spouse elects to continue the Contract without this rider (even if prior to the 5th Contract anniversary following the rider effective date).
    • The date you make an impermissible change in a covered life.

    If this rider terminates for any reason other than full surrender of the Contract, this rider may not be reinstated.

    If you surrender the Contract with this rider attached and the Contract is later reinstated, this rider also must be reinstated. At the time this rider is reinstated, we will deduct rider charges scheduled during the period of termination and make any other adjustments necessary to reflect any changes in the amount reinstated and the Contract accumulated value as of the date of termination.

    Principal Income Builder 3 - Effect of Divorce

    Generally, in the event of a divorce, the spouse who retains ownership of the Contract will continue to be entitled to all rights and benefits of this rider while the former spouse will no longer have any such rights or be entitled to any benefits under this rider. If you take a withdrawal to satisfy a court order to pay a portion of the Contract to your former spouse, any portion of such withdrawal that exceeds the available withdrawal benefit payments will be deemed an excess withdrawal under this rider.

    Note: If this excess withdrawal causes the For Life withdrawal benefit base to go to zero, the rider will terminate at the next Contract anniversary unless you make additional premium payments or a GMWB Step-Up is applied. For further information, see Principal Income Builder 3 – Excess Withdrawals.

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    Principal Income Builder 3 Rider Summary

    Name of Rider   PIB 3
    Marketing Name   Principal Income Builder 3
    Rider Issue Age   45 – 80
    Rider Charge           PIB 3 Charges (as a percentage of average quarterly For Life withdrawal
        benefit base)
      · Maximum annual charge is 1.65%.
      · Current annual charge is 1.05%.
    Guaranteed Minimum · For Life
    Withdrawal Benefits    
    Annual Withdrawal Limits · “Single Life” — tiered percentages based on age at first withdrawal,
        beginning at 3.00% and capping at a maximum of 5.25% of the For Life
        withdrawal benefit base
      · “Joint Life” — tiered percentages based on age at first withdrawal,
        beginning at 2.50% and capping at a maximum of 4.75% of the For Life
        withdrawal benefit base
    For Life Withdrawal Benefit · “Single Life” or “Joint Life” (your life and the lifetime of your eligible
    Payments   spouse)
      · For Life withdrawal benefit payments default to “Single Life” unless “Joint
        Life” is elected
      · Available the Contract anniversary following the date the oldest owner
        turns 59½ — all withdrawals prior to that Contract anniversary are
        excess withdrawals under the For Life withdrawal option
    Termination · You may terminate this rider anytime after the 5th Contract anniversary
    following the rider effective date

    GMWB Step-Up · Automatic annual GMWB Step-Up available until the later of (a) the
        Contract anniversary prior to age 80 or (b) 10 years after the rider
        effective date.
    GMWB Bonus · If no withdrawals are taken, a GMWB Bonus is applied to the benefit
        bases on each applicable Contract anniversary.
    Investment Restrictions · You must select one of the available GMWB investment options; there
        are no additional restrictions on allocations to the Fixed Account or DCA
        Plus accounts.
    Spousal Continuation · At the death of the first owner to die, a spouse who is a joint owner or
        primary beneficiary may have the option to continue the Contract with
        this rider.

     

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    Overview of Principal Income Builder 10

    Withdrawal options. This rider provides the flexibility of both a For Life withdrawal option and an Investment Back withdrawal option. You are not required to choose between these two withdrawal options unless your Contract accumulated value is zero or you reach the maximum annuitization date.

    The For Life withdrawal option helps to protect you against the risk of a decrease in the Contract accumulated value due to market declines as well as the risk of outliving your money. The Investment Back withdrawal option helps to protect you against the risk of a decrease in the Contract accumulated value due to market declines and is designed to permit you to recover at least your premium payments.

    For Life withdrawal benefit payment percentages. This rider permits an election of “Joint Life” For Life withdrawal benefit payments or “Single Life” For Life withdrawal benefit payments.

    Bonus feature. This rider has a Bonus feature which rewards you annually for not taking a withdrawal in the first 10 years of the rider. The GMWB Bonus increases the withdrawal benefit base, which increases your available withdrawal benefit payment amount. The GMWB Bonus does not increase the remaining withdrawal benefit base. The GMWB Bonus also does not increase your Contract accumulated value.

    Step-Up feature. This rider has an annual Step-Up feature which can increase your rider withdrawal benefit payments if your Contract accumulated value increases. The Contract accumulated value increases whenever additional premium payments are made, the division values rise with market growth, or credits (premium payment credits or exchange credit) are applied.

    Maximum annual rider charge. This rider has a maximum annual rider charge of 2.00% of the Investment Back withdrawal benefit base.

    Spousal continuation. This rider provides that the Investment Back and the For Life withdrawal options may be available to an eligible spouse who continues the Contract with the rider, if certain conditions are met.

    Principal Income Builder 10 Terms

    We use the following definitions to describe the features of this rider:

    • Excess Withdrawal — the portion of a withdrawal that exceeds the available withdrawal benefit payment for a withdrawal option.
    • GMWB Bonus — a bonus credited to the withdrawal benefit base for each withdrawal option, provided certain conditions are met.
    • GMWB investment options – the limited investment options available under the GMWB rider, which reflect a balanced investment objective.
    • GMWB Step-Up — an increase to the withdrawal benefit base and/or remaining withdrawal benefit base for each withdrawal option to an amount equal to your Contract’s accumulated value on the most recent Contract anniversary, provided certain conditions are met.
    • Remaining withdrawal benefit base — the amount available for future withdrawal benefit payments under a withdrawal option. The remaining withdrawal benefit base for each withdrawal option is calculated separately. (not applicable to PIB3)
    • Required minimum distribution (“RMD”) amount — the amount required to be distributed each calendar year for purposes of satisfying the RMD rules of Section 401(a)(9) of the Internal Revenue Code of 1986, as amended, and related Code provisions in effect as of the rider effective date.
    • Rider effective date — the date the rider is issued.
    • Withdrawal — any partial surrender (including surrender charges, if any) and/or any partial annuitization of your Contract’s accumulated value.
    • Withdrawal benefit base — the basis for determining the withdrawal benefit payment available each year under a withdrawal option. The withdrawal benefit base for each withdrawal option is calculated separately.
    • Withdrawal benefit payment — the amount that we guarantee you may withdraw each contract year under a withdrawal option.

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    Principal Income Builder 10 - Withdrawal Options

    For Life Withdrawal Option. This option is intended to help you avoid the risk of out-living your money. You are eligible to take For Life withdrawal benefit payments beginning (i) on the rider effective date if the oldest owner (or the oldest annuitant, if the Contract owner is not a natural person) is at least age 59½ or (ii) on the Contract anniversary following the date that the oldest owner (or the oldest annuitant, if applicable) attains age 59½. Once eligible, each year you may withdraw an amount up to the annual For Life withdrawal benefit payment until the earlier of the date of the death of the last covered life or the date the For Life withdrawal benefit base reduces to zero.

    Investment Back Withdrawal Option. This option is intended to allow a more rapid recovery of your premium payments (approximately 14 years). You are eligible to take Investment Back withdrawal benefit payments beginning on the rider effective date. You may withdraw an amount up to the annual Investment Back withdrawal benefit payment until the earlier of the date of your death (annuitant’s death if the owner is not a natural person) or the date the Investment Back remaining withdrawal benefit base equals zero. Under this option, you may take withdrawals prior to the oldest owner attaining age 59½. If you take withdrawals prior to the oldest owner attaining age 59½, the For Life benefit bases will be reduced for excess withdrawals. If the adjustment for the withdrawals causes the For Life withdrawal benefit base to reduce to zero, the For Life withdrawal option will no longer be available to you (unless you make additional premium payments).

    Principal Income Builder 10 - Withdrawal Benefit Base

    Each withdrawal option has its own withdrawal benefit base, which is used to calculate the annual withdrawal benefit payment for that option. We calculate the withdrawal benefit base for the Investment Back and the For Life withdrawal options separately on:

    • The rider effective date and
    • Each Contract anniversary.

    The initial withdrawal benefit base for both withdrawal options is equal to the initial premium payment.

    On each Contract anniversary, the withdrawal benefit base for each withdrawal option is reset to the greater of 1 or 2, where:

    1. is the accumulated value on the Contract anniversary.

    2. is the result of (a + b + c - d), where:

    a = prior year withdrawal benefit base (or initial withdrawal benefit base if first Contract anniversary);

    b = additional premiums since the previous Contract anniversary (dollar-for-dollar);

    c = any GMWB Bonus credited since the previous Contract anniversary;

    d = any excess withdrawals taken since the previous Contract anniversary*.

    * NOTE: The reduction for an excess withdrawal will be greater than dollar-for-dollar if the Contract accumulated value is less than the withdrawal benefit base at the time of the excess withdrawal. See Principal Income Builder 10 -Excess Withdrawals later in this section for information about the negative effect of excess withdrawals.

    If you take withdrawals prior to the oldest owner attaining age 59½, the For Life withdrawal benefit bases will be reduced for excess withdrawals. If the adjustment for the withdrawals causes the For Life withdrawal benefit base to reduce to zero, the For Life withdrawal option will no longer be available to you at the next Contract anniversary, unless you make additional premium payments.

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    Principal Income Builder 10 - Remaining Withdrawal Benefit Base

    Each withdrawal option has its own remaining withdrawal benefit base. The remaining withdrawal benefit base is used to determine the amount available for future withdrawal benefit payments under each withdrawal option. We calculate the For Life and the Investment Back remaining withdrawal benefit bases separately on:

    • The rider effective date,
    • When a premium payment is made,
    • When a GMWB Step-Up is applied, and
    • When a withdrawal is taken.

    The initial remaining withdrawal benefit base for both withdrawal options is equal to the initial premium payment (and likewise equal to the initial withdrawal benefit base) on the rider effective date.

    After the rider effective date, the remaining withdrawal benefit base for each withdrawal option will be:

    • increased dollar-for-dollar by each additional premium payment made and any GMWB Step-Up; and
    • decreased dollar-for-dollar for each withdrawal benefit payment taken; and
    • decreased to reflect any excess withdrawals taken since the previous Contract anniversary (the reduction will be greater than dollar-for-dollar, as shown below, if the Contract accumulated value is less than the remaining withdrawal benefit base at the time of the excess withdrawal). See Principal Income Builder 10 - Excess Withdrawals, below, for information about the negative effect that excess withdrawals have on the riders.

    Principal Income Builder 10 - Withdrawal Benefit Payments

    The Investment Back withdrawal benefit payment is equal to 7% of the Investment Back withdrawal benefit base. The Investment Back withdrawal benefit payments are available as of the rider effective date.

    For Life withdrawal benefit payments are available (i) on the rider effective date if the oldest owner (or oldest annuitant, if the Contract owner is not a natural person) is at least age 59½ or (ii) on the Contract anniversary following the date that the oldest owner (or oldest annuitant, if applicable) attains age 59½.

    The For Life withdrawal benefit payments are automatically calculated as “Single Life” unless you provide notice and good order instructions to select “Joint Life” For Life withdrawal benefit payments. If eligible, you may elect “Joint Life” For Life withdrawal benefit payments anytime on or before your first withdrawal following the rider effective date. Once you take this first withdrawal, you cannot change your election of “Single Life” or “Joint Life” For Life withdrawal benefit payments, regardless of any change in life events.

    “Single Life” For Life withdrawal benefit payments. “Single Life” For Life withdrawal benefit payments are based on one covered life. The covered life for “Single Life” is the:

    a.      Owner if there is only one owner;
    b.      Annuitant if the owner is not a natural person;
    c.      Youngest joint owner if there are joint owners; or
    d.      Youngest annuitant if there are joint annuitants and the owner is not a natural person.

    In addition, the covered life must satisfy this rider’s issue age requirements on the date the covered life is designated in accordance with the terms of this rider.

    As long as the Contract is in effect, “Single Life” or “Joint Life” For Life withdrawal benefit payments may be taken until the earlier of the date of the death of the first owner to die (first annuitant, if applicable) or the date the For Life withdrawal benefit base reduces to zero.

    “Joint Life” For Life withdrawal benefit payments. “Joint Life” For Life withdrawal benefit payments are based on two covered lives. You may only elect “Joint Life” For Life withdrawal benefit payments if there are two covered lives that meet the eligibility requirements. There can be no more than two covered lives. The “Joint Life” election is not available if the owner is not a natural person.

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    To be eligible for “Joint Life” the covered lives must be:

    a.      The owner and the owner’s spouse, provided there is only one owner and the spouse is named as a primary beneficiary; or
    b.      The joint owners, provided the joint owners are each other’s spouse.

    NOTE: Under the Internal Revenue Code (the “Code”), spousal continuation and certain distribution options are available only to a person who is defined as a “spouse” under the Federal Defense of Marriage Act or other applicable Federal Law. All Contract provisions will be interpreted and administered in accordance with the requirements of the Code.

    NOTE: At the time a covered life is designated, that covered life must satisfy this rider’s issue age requirements.

    As long as the Contract is in effect, “Joint Life” For Life withdrawal benefit payments will continue until the earlier of the date of the death of the last covered life or the date the “For Life” withdrawal benefit base reduces to zero.

    Calculating the Principal Income Builder 10 For Life Withdrawal Benefit Payment

    The GMWB withdrawal benefit payment percentages applicable to the For Life Withdrawal Benefit Payment are disclosed in this prospectus, or in a prospectus supplement that updates the percentages (“GMWB Percentages Prospectus Supplement”). In order to receive the applicable GMWB withdrawal benefit payment percentages, your application must be signed within the stated time period during which such percentages will be applicable and received by us within 10 calendar days. The percentages applicable to your Contract will not change for the life of your Contract. After December 31, 2013, you should not purchase this annuity without first obtaining the applicable GMWB Percentages Prospectus Supplement containing the withdrawal benefit payment percentages applicable at the time.

    The percentages below apply for applications signed from August 1, 2013 through December 31, 2013.

    The For Life Withdrawal Benefit Payment percentages may be different than those listed below for applications signed after December 31, 2013.

    The For Life withdrawal benefit payment is an amount equal to a percentage multiplied by the For Life withdrawal benefit base.

    The For Life withdrawal benefit payment percentage depends on whether you have elected “Single Life” or “Joint Life” and the age of the covered life on the date of the first withdrawal following the rider effective date:

    · “Single Life”:        
     
      Age of Covered Life at First   For Life Withdrawal Benefit  
      Withdrawal   Payment Percentage  
      45-54   3.00%
      55-64   4.00%
      65-74   5.00%
      75+ 5.25%

     

    · “Joint Life”:        
     
      Age of Younger Covered Life at   For Life Withdrawal Benefit  
      First Withdrawal   Payment Percentage  
      45-54   2.50%
      55-64   3.50%
      65-74   4.50%
      75+ 4.75%

     

    NOTE: All withdrawals prior to the Contract anniversary following the oldest owner’s (oldest annuitant’s, if applicable) age 59½ are treated as excess withdrawals when calculating the For Life withdrawal benefit. Under 72t, a customer can receive substantially equal payments without an IRS tax penalty, even if under age 59½. If you receive 72t distributions and have not reached the Contract anniversary after the oldest owner’s (oldest annuitant’s, if applicable) age 59½, these 72t distributions will be treated as excess withdrawals. See Principal Income Builder 10 - Excess Withdrawals for additional information.

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    Because the For Life withdrawal benefit payments are tiered based on the age of the younger covered life at the time of the first withdrawal, you should carefully choose when you take the first withdrawal following the rider effective date. Once a withdrawal is taken, the For Life withdrawal benefit payment percentage is locked in for the life of this rider. In addition, when you take your first withdrawal, your election of “Single Life” or “Joint Life” remains locked in and cannot be changed. For example, if you have elected “Joint Life” For Life withdrawal benefit payments and take the first withdrawal when the younger covered life is age 46, your For Life withdrawal benefit payment percentage will be locked in at 2.50% for the remaining life of this rider and cannot be changed.

    Principal Income Builder 10 - Covered Life Change

    Any ownership change, change of beneficiary or other change before the annuitization date which would cause a change in a covered life (a “Change”) will result in termination of this rider, except for the following permissible Changes:

    1. Spousal continuation of this rider as described below in 8. DEATH BENEFIT.

    2. If withdrawals have not been taken and you have not previously elected to continue this rider as provided in 8.DEATH BENEFIT, then:

    a.      You may add a joint owner or primary beneficiary to your Contract as a covered life, provided that the new joint owner or primary beneficiary is an eligible covered life as set forth above.
    b.      You may remove a joint owner or primary beneficiary as a covered life.
    c.      The For Life withdrawal benefit payment percentage will be based on the age of the covered lives and will lock in at the percentage applicable on the date of your first withdrawal.

    3. If withdrawals have been taken and you have locked in “Single Life” For Life withdrawal benefit payments, then:

    a.      You may remove a joint owner as a covered life.
    b.      You may add a primary beneficiary to your Contract, however, you may not add a primary beneficiary as a covered life for purposes of this rider.
    c.      The For Life withdrawal benefit payment percentage will remain locked in at the percentage applicable on the date of your first withdrawal and will not be reset to reflect the removal of the covered life. For Life withdrawal benefit payments will cease upon your death.

    4. If withdrawals have been taken and you have locked in “Joint Life” For Life withdrawal benefit payments, then:

    a.      You may remove a joint owner or primary beneficiary as a covered life.
    b.      You may add a primary beneficiary to your Contract; however, you may not add a primary beneficiary as a covered life for purposes of this rider.
    c.      The For Life withdrawal benefit payment percentage will remain locked in at the percentage applicable on the date of your first withdrawal and will not be reset to reflect the removal of the covered life. For Life withdrawal benefit payments will cease upon your death.

    5. If you have previously elected to continue this rider as provided in 8. DEATH BENEFIT, then you may add a primary beneficiary to your Contract; however, you may not add a primary beneficiary as a covered life for purposes of this rider. If the primary beneficiary that you add is your spouse, upon your death the spouse can continue the Contract, but the rider will terminate.

    No Change is effective until approved by us in writing. Upon our approval, the Change is effective as of the date you signed the notice requesting the Change.

    An assignment of the Contract or this rider shall be deemed a request for a Change. If the Change is not one of the above permissible Changes, this rider will be terminated as of the date of the assignment.

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    Principal Income Builder 10 - Effect of Withdrawals

    This rider does not require you to take an available withdrawal benefit payment. If you want to take advantage of this rider’s GMWB Bonus feature, withdrawals cannot be taken during the period the GMWB Bonus is available. See

    Principal Income Builder 10 - GMWB Bonus.

    If you elect not to take an available withdrawal benefit payment, that amount will not be carried forward to the next contract year.

    Each time you take a withdrawal, it is reflected immediately in your Contract accumulated value and in the remaining withdrawal benefit base for each withdrawal option.

    If you take excess withdrawals, the withdrawal benefit base for each withdrawal option will be reduced on the next Contract anniversary. See Principal Income Builder 10 - Excess Withdrawals for information about the negative effect of excess withdrawals.

    To help you better understand the various features of this rider and to demonstrate how premium payments made and withdrawals taken from the Contract affect the values and benefits under this rider, we have provided several examples in APPENDIX D.

    Principal Income Builder 10 - Excess Withdrawals

    Any portion of a withdrawal that exceeds the available withdrawal benefit payment for either withdrawal option is an excess withdrawal. Excess withdrawals decrease the withdrawal benefit bases, which will reduce future withdrawal benefit payments.

    All withdrawals prior to the Contract anniversary following the oldest owner’s (oldest annuitant’s, if applicable) age 59½ are treated as excess withdrawals when calculating the For Life withdrawal benefit. Therefore, if you receive 72t distributions and have not reached the Contract anniversary after the oldest owner’s (oldest annuitant’s, if applicable) age 59½, these 72t distributions will be treated as excess withdrawals.

    The Investment Back withdrawal option permits larger payments to you than the For Life withdrawal option. As a result, if you take a withdrawal in an amount permitted under the Investment Back withdrawal option, that withdrawal will be an excess withdrawal to the extent that it exceeds the applicable For Life withdrawal benefit payment.

    Excess withdrawals reduce withdrawal benefit payments, the withdrawal benefit bases, and the remaining withdrawal benefit bases for the two withdrawal options. The reductions can be greater than dollar-for-dollar when the Contract accumulated value is less than the applicable rider withdrawal benefit base at the time of the excess withdrawal.

    The withdrawal benefit base is used to determine the withdrawal benefit payment whereas the remaining withdrawal benefit base is used to determine the amount available for future withdrawal benefit payments. These two values are calculated differently and have different purposes; therefore, the excess withdrawal adjustment for each will vary. If you choose to take an excess withdrawal, the equations below show how to calculate the excess withdrawal adjustment.

    Effect on withdrawal benefit base. Excess withdrawals will reduce each of the withdrawal benefit bases in an
    amount equal to the greater of:
    · the excess withdrawal, or
    · the result of (a divided by b) multiplied by c, where:
      a = the amount withdrawn that exceeds the available withdrawal benefit payment prior to the withdrawal;
      b = the Contract accumulated value after the withdrawal benefit payment is deducted, but prior to
      deducting the amount of the excess withdrawal; and
      c = the withdrawal benefit base prior to the adjustment for the excess withdrawal.

     

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    Effect on remaining withdrawal benefit base. Excess withdrawals will reduce each of the remaining withdrawal
    benefit bases in an amount equal to the greater of:
    · the excess withdrawal, or
    · the result of (a divided by b) multiplied by c, where:
      a = the amount withdrawn that exceeds the available withdrawal benefit payment prior to the withdrawal;
      b = the Contract accumulated value after the withdrawal benefit payment is deducted, but prior to
      deducting the amount of the excess withdrawal; and
      c = the remaining withdrawal benefit base prior to the adjustment for the excess withdrawal.

     

    NOTE: All withdrawals taken prior to the date that the oldest owner (oldest annuitant, if applicable) has met the Life age eligibility requirement are excess withdrawals.

    NOTE: Withdrawals prior to age 59½ may be subject to a 10% IRS penalty tax.

    Required Minimum Distribution (RMD) Program for GMWB Riders
     
    Tax-qualified contracts are subject to certain federal tax rules requiring that RMD be taken on a calendar year basis
    (i.e., compared to a contract year basis), usually beginning after age 70½.
     
    If you are eligible for and enroll in our RMD Program for GMWB Riders, as discussed below, a withdrawal taken to
    satisfy RMD for the Contract (an “RMD amount”) that exceeds a withdrawal benefit payment for that contract year will
    not be deemed an excess withdrawal.
     
    RMD Program. Eligibility in the RMD Program for GMWB Riders is determined by satisfaction of the following
    requirements:
     
    · The amount required to be distributed each calendar year for purposes of satisfying the RMD rules of the
      Internal Revenue Code is based only on this Contract (the “RMD amount”); and
    · You have elected scheduled withdrawal payments.
     
    NOTE: Although enrollment in the RMD Program for GMWB Riders does not prevent you from taking an
      unscheduled withdrawal, an unscheduled withdrawal will cause you to lose the RMD Program protections for
      the remainder of the contract year. This means that any withdrawals (scheduled or unscheduled) during
      the remainder of the contract year that exceed applicable withdrawal benefit payments will be treated
      as excess withdrawals, even if the purpose is to take the RMD amount. You will automatically be re-
      enrolled in the RMD Program for GMWB Riders on your next Contract anniversary.
     
    We reserve the right to modify or eliminate the RMD Program for GMWB Riders; for example, if there is a change to
    the Internal Revenue Code or Internal Revenue Service rules or interpretations relating to RMD, including the
    issuance of relevant IRS guidance. We will send you at least 30 days advance notice of any change in or elimination
    of the RMD Program for GMWB Riders. Any modifications or elimination of the RMD Program for GMWB Riders will
    take effect after notice. If we exercise our right to modify or eliminate the RMD Program for GMWB Riders, then any
    scheduled or unscheduled withdrawal in excess of a withdrawal benefit payment after the effective date of the
    program’s modification or elimination will be deemed an excess withdrawal.
     
    You may obtain more information regarding our RMD Program for GMWB Riders by contacting your registered
    representative or by calling us at 1-800-852-4450.

     

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    Principal Income Builder 10 - GMWB Bonus

    Under the GMWB Bonus, on each of the first 10 Contract anniversaries following the rider effective date, we will credit a bonus (“GMWB Bonus”) to the withdrawal benefit base for each withdrawal option, provided you have not taken any withdrawals since the rider effective date.

    The GMWB Bonus percentages are disclosed in this prospectus, or in a prospectus supplement that updates the percentages (“GMWB Percentages Prospectus Supplement”). In order to receive the applicable GMWB Bonus percentages, your application must be signed within the stated time period during which such percentages will be applicable and received by us within 10 calendar days. The percentages applicable to your Contract will not change for the life of your Contract. After December 31, 2013, you should not purchase this annuity without first obtaining the applicable GMWB Percentages Prospectus Supplement containing the GMWB Bonus percentages applicable at the time.

    The percentages below apply for applications signed from August 1, 2013 through December 31, 2013.

    The GMWB Bonus Percentages may be different than those listed below for applications signed after December 31, 2013.

    The GMWB Bonus is equal to the total of all premium payments made prior to the applicable Contract anniversary multiplied by the applicable percentage shown in the chart below. If the contract date and the rider effective date are different (if we previously have allowed Contract owners to add a rider after issue), the GMWB Bonus is equal to the Contract accumulated value on the rider effective date plus premium payments made between the rider effective date and the Contract anniversary, multiplied by the applicable percentage shown in the chart below.

    Contract Anniversary      
    (following the rider effective date)   GMWB Bonus Percentage  
    1-10   5.00%
    11+ 0.00%

     

    The GMWB Bonus is no longer available after the earlier of:

    • The 10th Contract anniversary following the rider effective date; or
    • The date you take a withdrawal following the rider effective date.

    NOTE: The GMWB Bonus is used only for the purposes of calculating the withdrawal benefit bases for each withdrawal option. The GMWB Bonus is not added to your Contract accumulated value.

    Principal Income Builder 10 - GMWB Step-Up

    The GMWB Step-Up is automatic and applies annually. Under this rider, unless an owner opts out of the automatic GMWB Step-Up, the rider charge will increase if our then current rider charge is higher than when the rider was purchased. The rider charge will never be greater than the maximum Principal Income Builder 10 rider charge. See SUMMARY OF EXPENSE INFORMATION section.

    We determine eligibility for a GMWB Step-Up of the withdrawal benefit base and remaining withdrawal benefit base for each withdrawal option separately. If you satisfy the eligibility requirements on a Contract anniversary and your Contract accumulated value is greater than the applicable withdrawal benefit base, we will Step-Up the applicable withdrawal benefit base and remaining withdrawal benefit base to your Contract accumulated value on that Contract anniversary. We will not reduce your withdrawal benefit base or remaining withdrawal benefit base if your Contract accumulated value on a Contract anniversary is less than a withdrawal benefit base.

    If you are eligible for a GMWB Step-Up of a withdrawal benefit base or remaining withdrawal benefit base, you will be charged the then current rider charge. You may choose to opt out of the GMWB Step-Up feature if the charge for your rider will increase. We will send you advance notice if the charge for your rider will increase in order to give you the opportunity to opt out of the GMWB Step-Up feature. Once you opt out, you will no longer be eligible for future GMWB Step-Ups.

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    The GMWB Step-Up operates as follows:

    On each Contract anniversary following the rider effective date, you are eligible for a GMWB Step-Up of a withdrawal benefit base if you satisfy all of the following requirements:

    1.      The Contract anniversary occurs before the later of:
      a.      the Contract anniversary following the date the oldest owner (oldest annuitant if the owner is not a natural person) attains age 80; or
      b.      10 years after the rider effective date;
    2.      You have not declined any increases in the rider charge; and
    3.      You have not fully annuitized the Contract.

    On each Contract anniversary following the rider effective date, you are eligible for a GMWB Step-Up of a remaining withdrawal benefit base if you satisfy all of the following requirements:

    1.      The Contract anniversary occurs before the later of:
      a.      the Contract anniversary following the date the oldest owner (oldest annuitant if the owner is not a natural person) attains age 80; or
      b.      10 years after the rider effective date;
    2.      You have not declined any increases in the rider charge;
    3.      You have not fully annuitized the Contract; and
    4.      The remaining withdrawal benefit base has not reduced to zero during the life of the rider.

    NOTE: If you take withdrawals in amounts that reduce the remaining withdrawal benefit base to zero, the remaining withdrawal benefit base is not eligible for a GMWB Step-Up (even if additional premium payments are made).

    Principal Income Builder 10 - Effect of Reaching the Maximum Annuitization Date
     
    On or before the maximum annuitization date, you must elect one of the Contract or GMWB rider payment options
    described below.
     
    1 . Contract payment options:
        · Payments resulting from applying the Contract accumulated value to an annuity benefit payment option.
        · Payment of the Contract accumulated value as a single payment.
     
    2 . GMWB rider payment options:
        · You may elect the Investment Back withdrawal option and receive fixed scheduled payments each year in
          the amount of the Investment Back withdrawal benefit payment, until the Investment Back remaining
          withdrawal benefit base is zero. If there is any Investment Back remaining withdrawal benefit base at the
          time of your death (death of the first annuitant to die if the owner is not a natural person), we will continue
          payments as described in 8. DEATH BENEFIT.
        · You may elect the For Life withdrawal option and receive fixed scheduled payments each year in the amount
          of the For Life withdrawal benefit payment, until the later of:
          · the date the For Life remaining withdrawal benefit base is zero; or
          · the date of death of the last covered life.
     
    If there is any For Life remaining withdrawal benefit base at the time of your death, we will continue payments as
    described in 8. DEATH BENEFIT.
     
    The For Life withdrawal option allows you to spread your withdrawal benefit payments over your lifetime. The
    Investment Back withdrawal option provides a faster pay out of rider withdrawal benefit payments.
     
    See Principal Income Builder 10 - Effect of Withdrawals for information on how withdrawals prior to the maximum
    annuitization date affect the GMWB values.
     
        · We will send you written notice at least 30 days prior to the maximum annuitization date and ask you to
          select one of the available payment options listed above. If we have not received your election as of the
          maximum annuitization date, we will automatically apply your Contract accumulated value to an annuity
          benefit payment option:
        · for Contracts with one annuitant – Life Income with payments guaranteed for a period of 10 years.
        · for Contracts with joint annuitants – Joint and Full Survivor Income with payments guaranteed for a period of
          10 years.

     

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    Principal Income Builder 10 - Effect of the Contract Accumulated Value Reaching Zero
     
    We will send you prior written notice whenever reasonably feasible if your Contract accumulated value is
    approaching zero.
     
    In the event that the Contract accumulated value reduces to zero, you must elect either:
     
    · The Investment Back withdrawal option (only available if the Investment Back remaining withdrawal benefit base
      is greater than zero; see Principal Income Builder 10 - Effect of Withdrawals); or
    · The For Life withdrawal option (only available if the For Life withdrawal benefit base is greater than zero; see
      Principal Income Builder 10 - Effect of Withdrawals).
     
    If we have not received your election or if you are receiving Investment Back scheduled withdrawal benefit payments,
    we will automatically begin making withdrawal benefit payments to you under the Investment Back withdrawal option,
    unless:    
    · You have been receiving For Life scheduled withdrawal benefit payments. We will automatically continue to
      make payments to you under the For Life withdrawal option.
    · The Investment Back remaining withdrawal benefit base is zero. We will automatically begin making payments
      under the Single Life For Life withdrawal option.
     
    The For Life withdrawal option allows you to spread your withdrawal benefit payments over your lifetime. The
    Investment Back withdrawal option provides a faster pay out of withdrawal benefit payments.
     
    We will pay the withdrawal benefit payments under the withdrawal option you have elected as follows:
     
    · If you elect the Investment Back withdrawal option, you will receive fixed scheduled payments each year in the
      amount of the Investment Back withdrawal benefit payment until the Investment Back remaining withdrawal
      benefit base is zero. If there is any Investment Back remaining withdrawal benefit base at the time of your death,
      we will continue payments as described in 8. DEATH BENEFIT.
    · If you have taken withdrawal benefit payments prior to the Contract accumulated value reaching zero, your For
      Life withdrawal option is either “Joint Life” or “Single Life” depending on your election at the time of your first
      withdrawal.
    · If you have not taken withdrawal benefit payments prior to the Contract accumulated value reaching zero, you
      must elect either:
      · The “Single Life” For Life withdrawal option: you will receive fixed scheduled payments each year in the
        amount of the “Single Life” For Life withdrawal benefit payment, until the later of:
        · the date the For Life remaining withdrawal benefit base is zero; or
        · the date of your death (annuitant’s death if the owner is not a natural person).
      · The “Joint Life” For Life withdrawal option: you will receive fixed scheduled payments each year in the
        amount of the “Joint Life” For Life withdrawal benefit payment, until the later of:
        · the date the For Life remaining withdrawal benefit base is zero; or
        · the date of the death of the last covered life.
     
    If there is any For Life remaining withdrawal benefit base at the time of your death, we will continue payments as
    described in 8. DEATH BENEFIT.
     
    NOTE: In the event that the Contract accumulated value reduces to zero, the withdrawal benefit payments elected
        above will continue, but all other rights and benefits under this rider and the Contract (including the death
        benefits) will terminate, and no additional premium payments will be accepted.

     

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    Principal Income Builder 10 - Termination and Reinstatement

    You may not terminate this rider prior to the 5th Contract anniversary following the rider effective date.

    At any point in time, we will terminate this rider upon the earliest to occur:

    • The date you send us notice to terminate the rider (after the 5th Contract anniversary following the rider effective date). This will terminate the rider, not the Contract.
    • The date you fully annuitize, fully surrender or otherwise terminate the Contract.
    • The date the Investment Back remaining withdrawal benefit base and the For Life withdrawal benefit base are both zero.
    • The date the Contract owner is changed (annuitant is changed if the owner is not a natural person), except a change in owner due to a spousal continuation of the rider as described in 8. DEATH BENEFIT or the removal/ addition of a joint life as described in Principal Income Builder 10 - Covered Life Change.
    • The date your surviving spouse elects to continue the Contract without this rider (even if prior to the 5th Contract anniversary following the rider effective date).
    • The date the Investment Back remaining withdrawal benefit base is zero and there are no eligible covered lives.
    • The date you make an impermissible change in a covered life.

    If this rider terminates for any reason other than full surrender of the Contract, this rider may not be reinstated.

    If you surrender the Contract with this rider attached and the Contract is later reinstated, this rider also must be reinstated. At the time this rider is reinstated, we will deduct rider charges scheduled during the period of termination and make any other adjustments necessary to reflect any changes in the amount reinstated and the Contract accumulated value as of the date of termination.

    Principal Income Builder 10 - Effect of Divorce

    Generally, in the event of a divorce, the spouse who retains ownership of the Contract will continue to be entitled to all rights and benefits of this rider while the former spouse will no longer have any such rights or be entitled to any benefits under this rider. If you take a withdrawal to satisfy a court order to pay a portion of the Contract to your former spouse, any portion of such withdrawal that exceeds the available withdrawal benefit payments will be deemed an excess withdrawal under this rider.

    Note: If this excess withdrawal causes both the For Life withdrawal benefit base and the Investment Back remaining withdrawal benefit base to go to zero, the rider will terminate at the next Contract anniversary unless you make additional premium payments or a GMWB Step-Up is applied. For further information, see Principal Income Builder 10 - Excess Withdrawals.

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    Principal Income Builder 10 Rider Summary

    Name of Rider   PIB 10
    Marketing Name   Principal Income Builder 10
    Rider Issue Age   45 – 80
    Rider Charge PIB 10 Rider Charges (as a percentage of average quarterly Investment
    Back withdrawal benefit base)
      · Maximum annual charge is 2.00%.
      · Current annual charge is 1.20%.
    Guaranteed Minimum · Investment Back
    Withdrawal Benefits · For Life
    Annual Withdrawal Limits · Investment Back — 7.00% of the Investment Back withdrawal
        benefit base.
      · “Single Life” — tiered percentages based on age at first withdrawal,
        beginning at 3.00% and capping at a maximum of 5.25% of the For
    Life withdrawal benefit base
      · “Joint Life” — tiered percentages based on age at first withdrawal,
        beginning at 2.50% and capping at a maximum of 4.75% of the For
    Life withdrawal benefit base

    For Life Withdrawal Benefit · “Single Life” or “Joint Life” (your life and the lifetime of your eligible
    Payments   spouse)
      · For Life withdrawal benefit payments default to “Single Life” unless
        “Joint Life” is elected
      · Available the Contract anniversary following the date the oldest
        owner turns 59½ — all withdrawals prior to that Contract
        anniversary are excess withdrawals under the For Life withdrawal
        option
    Termination · You may terminate this rider anytime after the 5th Contract
        anniversary following the rider effective date
    GMWB Step-Up · Automatic annual GMWB Step-Up available until the later of (a) the
        Contract anniversary prior to age 80 or (b) 10 years after the rider
        effective date.
      · A remaining withdrawal benefit base under a withdrawal option is
        not eligible for a GMWB Step-Up after the remaining withdrawal
        benefit base reduces to zero, even if additional premium payments
        are made.
    GMWB Bonus · If no withdrawals are taken, a GMWB Bonus is applied to the
        benefit bases on each applicable Contract anniversary.
    Investment Restrictions · You must select one of the available GMWB investment options;
        there are no additional restrictions on allocations to the Fixed
        Account or DCA Plus accounts.
    Spousal Continuation · At the death of the first owner to die, a spouse who is a joint owner
        or primary beneficiary may continue the Contract with or without this
        rider.
      · The Investment Back withdrawal option continues; the For Life
        withdrawal option continues only for eligible spouses.

     

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    5. PREMIUM PAYMENT CREDIT RIDER
     
    The Premium Payment Credit Rider applies credits to the accumulated value for premium payments made in contract
    year one. This rider can only be elected at the time the Contract is issued. Once this rider is elected, it cannot be
    terminated. There is a charge for this rider (see 2. CHARGES AND DEDUCTIONS) as well as an increased
    surrender charge and longer surrender charge period.
     
    If you elect this rider, the following provisions apply to the Contract:
     
    · We will apply a credit of 5% of the premium payment to your accumulated value for each premium payment
      received during your first contract year. The credit is applied to the Contract on the same date the related
      premium payment is applied to the Contract. For example, if you make a premium payment of $10,000 in your
      first contract year, a credit amount of $500 will be added to your accumulated value (5% x $10,000).
    · No credit(s) are applied for premium payments made after the first contract year.
    · For Contracts issued in the state of Washington, no premium payments are allowed after the first contract year
      for Contracts issued with the Premium Payment Credit Rider.
    · The premium payment credit is allocated among the investment options according to your then current premium
      payment allocations.
    · We recapture the credit(s) if you exercise your right to return the Contract during the examination offer period or
      if you request full annuitization of the Contract prior to the third Contract anniversary.
    · The amount we recapture may be more than the current value of the credit(s). If your investment options have
      experienced negative investment performance (i.e., have lost value) you bear the loss for the difference between
      the original value of the credit(s) and the current (lower) value of the credit(s).
    · Partial annuitizations are restricted in each of contract years two and three to no more than 10% of the
      accumulated value as of the most recent Contract anniversary.
    · Credits are considered earnings under the Contract, not premium payments.
    · All premium payments are subject to the 9-year surrender charge period and higher surrender charge (see 2.
      CHARGES AND DEDUCTIONS).
    · The Premium Payment Credit Rider cannot be cancelled and the associated surrender charge period and
      percentages cannot be changed.
    · The DCA Plus program is not available to you if you elect this rider.
     
    If you elect the Premium Payment Credit Rider, your unit values will be lower than if you did not elect the rider. The
    difference reflects the annual charge for the Premium Payment Credit Rider. After the 8th Contract anniversary, your
    accumulated value is moved to units in your chosen divisions that do not include this rider charge. This move of
    division units will not affect your accumulated value. It will, however, result in a smaller number of division units but
    those units will have a higher unit value. We will notify you when the division units move because of discontinuation
    of the rider charge. The following example is provided to assist you in understanding this adjustment.

     

      Sample Division Number of Units in    
      Unit Value Sample Division   Accumulated Value
    Prior to the one time adjustment 25.560446 1,611.0709110 $41,179.69
    After the one time adjustment 26.659024 1,544.6811189 $41,179.69

     

    You should carefully examine the Premium Payment Credit Rider to decide if this rider is suitable for you. There are
    circumstances under which you would be worse off for having received the credit. In making this determination, you
    should consider the following factors:
    · this rider increases the amount and duration of the surrender charges, see 2. CHARGES AND DEDUCTIONS;
    · we recapture the credit(s) if you exercise your right to return the Contract during the examination offer period or if
      you request full annuitization of the Contract prior to the third Contract anniversary.
    · partial annuitizations are restricted in each of contract years two and three to no more than 10% of the
      accumulated value as of the most recent Contract anniversary.
    · any premium payments made after the first contract year do not have a credit applied even though they are
      subject to the rider’s higher Separate Account charges; and
    · the higher Separate Account charges reduce investment performance.
     
    The charges used to recoup our cost for the premium payment credit(s) include the surrender charge and the
    Premium Payment Credit Rider charge (see 2. CHARGES AND DEDUCTIONS). We expect to make a profit from
    these charges.

     

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    The following tables demonstrate hypothetical surrender values for Contracts with and without this rider but do not
    show the impact of partial surrenders or partial annuitizations. The tables are based on:
    · a $25,000 initial premium payment and no additional premium payments;
    · the deduction of maximum Separate Account annual expenses:
      · Contracts with the Premium Payment Credit Rider:
        · 2.00% annually for the first eight contract years
        · 1.40% annually after the first eight contract years
      · Contracts without the Premium Payment Credit Rider:
        · 1.40% annually for all contract years.
    · the deduction of the arithmetic average of the underlying mutual fund expenses as of December 31, 2012;
    · 0%, 5% and 10% annual rates of return before charges; and
    · payment of the $30 annual Contract fee (while the Contract’s value is less than $30,000).

     

        0% Annual Return   5% Annual Return   10% Annual Return
        Surrender   Surrender   Surrender   Surrender   Surrender   Surrender
        Value   Value   Value   Value   Value   Value
        Without   With   Without   With   Without   With
        Premium   Premium   Premium   Premium   Premium   Premium
    Contract   Payment   Payment   Payment   Payment   Payment   Payment
    Year   Credit Rider   Credit Rider   Credit Rider   Credit Rider   Credit Rider   Credit Rider
    1 $ 23,082.82 $ 23,623.62 $ 24,257.82 $ 24,831.12 $ 25,432.82 $ 26,085.45
    2 $ 22,528.66 $ 22,918.25 $ 24,882.10 $ 25,322.37 $ 27,439.40 $ 28,081.34
    3 $ 21,987.20 $ 22,447.79 $ 25,523.27 $ 26,102.14 $ 29,669.62 $ 30,469.07
    4 $ 21,659.84 $ 21,982.68 $ 26,443.40 $ 26,908.84 $ 32,321.70 $ 33,008.71
    5 $ 21,333.62 $ 21,522.99 $ 27,412.91 $ 27,727.26 $ 35,158.89 $ 35,711.07
    6 $ 21,008.63 $ 21,068.76 $ 28,401.90 $ 28,557.67 $ 38,195.47 $ 38,587.70
    7 $ 20,684.98 $ 20,620.03 $ 29,410.90 $ 29,430.29 $ 41,446.80 $ 41,650.99
    8 $ 20,543.18 $ 20,176.83 $ 30,720.43 $ 30,316.04 $ 45,179.43 $ 44,914.21
    9 $ 20,042.01 $ 19,861.19 $ 31,551.87 $ 31,400.07 $ 48,661.17 $ 48,664.05
    10 $ 19,552.35 $ 19,547.01 $ 32,405.82 $ 32,506.67 $ 52,411.24 $ 52,683.60
    15 $ 17,267.41 $ 17,262.66 $ 37,035.00 $ 37,150.26 $ 75,968.52 $ 76,363.31
    20 $ 15,232.75 $ 15,228.52 $ 42,325.46 $ 42,457.18 $ 110,114.09 $ 110,686.33

     

    The better your Contract’s investment performance, the more advantageous the Premium Payment Credit Rider
    becomes due to the effect of compounding. However, Contracts with the Premium Payment Credit Rider are subject
    to both a greater surrender charge and a longer surrender charge period than Contracts issued without this rider (see
    2. CHARGES AND DEDUCTIONS). If you surrender your Contract with the Premium Payment Credit Rider while
    subject to a surrender charge, your surrender value will be less than the surrender value of a Contract without this
    rider.  
     
     
    6. TRANSFERS AND SURRENDERS
     
    Division Transfers
     
    · You may request an unscheduled transfer or set up a scheduled transfer by
      · mailing your instructions to us;
      · calling us at 1-800-852-4450 (if telephone privileges apply);
      · faxing your instructions to us at 1-866-894-2093; or
      · visiting www.principal.com.
    · You must specify the dollar amount or percentage to transfer from each division.
    · The minimum transfer amount is the lesser of $100 or the value of your division.
    · In states where allowed, we reserve the right to reject transfer instructions from someone providing them for
      multiple contracts for which he or she is not the owner.
     
    You may not make a transfer to the Fixed Account if:
    · a transfer has been made from the Fixed Account to a division within six months; or
    · following the transfer, the Fixed Account value would be greater than $1,000,000.

     

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    Unscheduled Transfers

    You may make unscheduled division transfers from one division to another division or to the Fixed Account.

    • Transfers are not permitted into DCA Plus accounts.
    • Transfer values are calculated using the price next determined after we receive your request.
    • We reserve the right to impose a fee of the lesser of $30 or 2% of the amount transferred on each unscheduled transfer after the first unscheduled transfer in a contract year. If we elect to begin charging for the transaction fee, we will provide you with written notice at least 30 days in advance.

    Limitations on Unscheduled Transfers. We reserve the right to reject excessive exchanges or purchases if the trade would disrupt the management of the Separate Account, any division of the Separate Account or any underlying mutual fund. In addition, we may suspend or modify transfer privileges in our sole discretion at any time to prevent market timing efforts that could disadvantage other owners. These modifications could include, but not be limited to:

    • requiring a minimum time period between each transfer;
    • imposing the transaction fee;
    • limiting the dollar amount that an owner may transfer at any one time; or
    • not accepting transfer requests from someone providing requests for multiple Contracts for which he or she is not the owner.

    Scheduled Transfers (Dollar Cost Averaging)

    • You may elect to have transfers made on a scheduled basis.
    • There is no charge for scheduled transfers and no charge for participating in the scheduled transfer program.
    • You must specify the dollar amount of the transfer.
    • You select the transfer date (other than the 29th, 30th or 31st) and the transfer period (monthly, quarterly, semi- annually or annually).
    • If the selected date is not a valuation date, the transfer is completed on the next valuation date.
    • Transfers are not permitted into DCA Plus accounts.
    • If you want to stop a scheduled transfer, you must provide us notice prior to the date of the scheduled transfer.
    • Transfers continue until your value in the division is zero or we receive notice to stop the transfers.
    • The number of divisions available for simultaneous transfers will never be less than two. When we have more than two divisions available, we reserve the right to limit the number of divisions from which simultaneous transfers are made.

    Scheduled transfers are designed to reduce the risks that result from market fluctuations. They do this by spreading out the allocation of your money to investment options over a longer period of time. This allows you to reduce the risk of investing most of your money at a time when market prices are high. The results of this strategy depend on market trends and are not guaranteed.

    Example:            
      Month   Amount Invested   Share Price Shares Purchased
      January $ 100 $ 25.00 4
      February $ 100 $ 20.00 5
      March $ 100 $ 20.00 5
      April $ 100 $ 10.00 10
      May $ 100 $ 25.00 4
      June $ 100 $ 20.00 5
      Total $ 600 $ 120.00 33

     

    In the example above, the average share price is $20.00 [total of share prices ($120.00) divided by number of purchases (6)]. The average share cost is $18.18 [amount invested ($600.00) divided by number of shares purchased (33)].

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    Fixed Account Transfers, Total and Partial Surrenders
     
    Transfers and surrenders from the Fixed Account are subject to certain limitations. In addition, surrenders from the
    Fixed Account may be subject to a surrender charge (see Section 2. CHARGES AND DEDUCTIONS).
     
    You may transfer amounts from the Fixed Account to the Separate Account divisions before the annuitization date
    and as provided below. The transfer is effective on the valuation date following our receipt of your instructions. You
    may transfer amounts on either a scheduled or unscheduled basis. You may not make both scheduled and
    unscheduled Fixed Account transfers in the same contract year.
     
    Unscheduled Fixed Account Transfers. The minimum transfer amount is $100 (or entire Fixed Account value if
    less than $100). Once per contract year, within the 30 days following the Contract anniversary date, you can:
    · transfer an amount not to exceed 25% of your Fixed Account value; or
    · transfer up to 100% of your Fixed Account value if:
    · your Fixed Account value is less than $1,000; or
    · a minus b is greater than 1% where:
      a = the weighted average of your Fixed Account interest rates for the preceding contract year; and
      b = the renewal interest rate for the Fixed Account.
     
    Scheduled Fixed Account Transfers (Fixed Account Dollar Cost Averaging). You may make scheduled
    transfers on a monthly basis from the Fixed Account to the Separate Account as follows:
     
    · You may establish scheduled transfers by sending a written request or by telephoning the home office at 1-
      800-852-4450.
    · Transfers occur on a date you specify (other than the 29th, 30th or 31st of any month).
    · If the selected date is not a valuation date, the transfer is completed on the next valuation date.
    · Scheduled transfers are only available if the Fixed Account value is $5,000 or more at the time the scheduled
      transfers begin.
    · Scheduled monthly transfers of a specified dollar amount will continue until the Fixed Account value is zero
      or until you notify us to discontinue the transfers. This specified dollar amount cannot exceed 2% of your
      Fixed Account value.
    · The minimum transfer amount is $100.
    · If the Fixed Account value is less than $100 at the time of transfer, the entire Fixed Account value will be
      transferred.
    · If you stop the transfers, you may not start transfers again without our prior approval.
     
    Automatic Portfolio Rebalancing (APR)
     
    · APR allows you to maintain a specific percentage of your Separate Account division value in specified divisions
    over time.
    · You may elect APR at any time after the examination offer period has expired.
    · APR is not available for values in the Fixed Account or the DCA Plus accounts.
    · APR is not available if you have arranged scheduled transfers from the same division.
    · There is no charge for APR transfers and no charge for participating in the APR program.
    · APR will be done on the frequency you specify:
    · quarterly (on a calendar year or contract year basis); or
    · semiannually or annually (on a contract year basis).
    · You may rebalance by
    · mailing your instructions to us;
    · calling us at 1-800-852-4450 (if telephone privileges apply);
    · faxing your instructions to us at 1-866-894-2093; or
    · visiting www.principal.com.
    · Divisions are rebalanced at the end of the next valuation period following your request.
     
    Example: You elect APR to maintain your Separate Account division value with 50% in the LargeCap Value
      division and 50% in the Bond & Mortgage Securities division. At the end of the specified period, 60%
      of the accumulated value is in the LargeCap Value division, with the remaining 40% in the Bond &
      Mortgage Securities division. By rebalancing, units from the LargeCap Value division are redeemed
      and applied to the Bond & Mortgage Securities division so that 50% of the Separate Account division
      value is once again in each division.

     

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    Surrenders
     
    You may surrender your Contract by providing us notice. Surrender requests may be sent to us at:
      Principal Life Insurance Company
      P O Box 9382
      Des Moines, Iowa 50306-9382
     
    Surrenders result in the redemption of units and your receipt of the value of the redeemed units minus any applicable
    surrender charge and fees. Surrender values are calculated using the price next determined after we receive your
    request. Surrenders from the Separate Account are generally paid within seven days of the effective date of the
    request for surrender (or earlier if required by law). However, certain delays in payment are permitted (see 9.
    ADDITIONAL INFORMATION ABOUT THE CONTRACT). Surrenders before age 59½ may involve an income tax
    penalty (see 10. FEDERAL TAX MATTERS).
     
    You may specify surrender allocation percentages with each partial surrender request. If you do not provide us with
    specific percentages, we will use your premium payment allocation percentages for the partial surrender. Surrenders
    may be subject to a surrender charge (see 2. CHARGES AND DEDUCTIONS).
     
    Total Surrender
     
    · You may surrender the Contract at any time before the annuitization date.
    · Surrender values are calculated using the price next determined after we receive your request.
    · The cash surrender value is your accumulated value minus any applicable surrender charges and fee(s)
      (Contract fee and/or prorated share of the charge(s) for optional rider(s)).
    · We reserve the right to require you to return the Contract.
    · The written consent of all collateral assignees and irrevocable beneficiaries must be obtained prior to surrender.
     
    Unscheduled Partial Surrender
     
    · You may surrender a part of your accumulated value at any time before the annuitization date.
    · You must specify the dollar amount of the surrender (which must be at least $100).
    · The surrender is effective at the end of the valuation period during which we receive your written request for
      surrender.
    · The surrender is deducted from your investment options according to your surrender allocation percentages.
    · If surrender allocation percentages are not specified, we use your premium payment allocation percentages.
    · We surrender units from your investment options to equal the dollar amount of the surrender request plus any
      applicable surrender charge and transaction fee, if any.
    · Your accumulated value after the unscheduled partial surrender must be equal to or greater than $5,000; we
      reserve the right to increase this amount up to and including $10,000.
    · The written consent of all collateral assignees and irrevocable beneficiaries must be obtained prior to surrender.
     
    Scheduled Partial Surrender
     
    · You may elect partial surrenders from any of your investment options on a scheduled basis.
    · Your accumulated value must be at least $5,000 when the scheduled partial surrenders begin.
    · You may specify monthly, quarterly, semi-annually or annually and choose a surrender date (other than the 29th,
      30th or 31st).
    · If the selected date is not a valuation date, the partial surrender is completed on the next valuation date.
    · We surrender units from your investment options to equal the dollar amount of the partial surrender request plus
      any applicable partial surrender charge.
    · The partial surrenders continue until your value in the investment option is zero or we receive written notice to
      stop the partial surrenders.
    · The written consent of all collateral assignees and irrevocable beneficiaries must be obtained prior to partial
      surrender.

     

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    7. THE ANNUITIZATION PERIOD
     
    Annuitization Date
     
    You may specify an annuitization date in your application. You may change the annuitization date with our prior
    approval. The request must be in writing. You may not select an annuitization date prior to the first Contract
    anniversary or after the maximum annuitization date (the later of age 85 or ten years after Contract issue; state
    variations may apply) found on the data pages. If you do not specify an annuitization date, the annuitization date is
    the maximum annuitization date shown on the data pages.
     
    Full Annuitization
     
    Any time after the first contract year, you may annuitize your Contract by electing to receive payments under an
    annuity benefit payment option. If the accumulated value on the annuitization date is less than $2,000 or if the
    amount applied under an annuity benefit payment option is less than the minimum requirement, we may pay out the
    entire amount in a single payment. The Contract would then be canceled. You may select when you want the
    payments to begin (within the period that begins the business day following our receipt of your instruction and ends
    one year after our receipt of your instructions).
     
    Once payments begin under the annuity benefit payment option you choose, the option may not be changed. In
    addition, once payments begin, you may not surrender or otherwise liquidate or commute any of the portion of your
    accumulated value that has been annuitized.
     
    Depending on the type of annuity benefit payment option selected, payments that are initiated either before or after
    the annuitization date may be subject to penalty taxes (see 10. FEDERAL TAX MATTERS). You should consider this
    carefully when you select or change the annuity benefit payment commencement date.
     
    Partial Annuitization
     
    You have the right to partially annuitize a portion of your accumulated value. After the first contract year and prior to
    the annuitization date, you may annuitize a portion of your accumulated value by sending us a notice.
     
    If you have elected the Premium Payment Credit Rider, the amount of the partial annuitization during each of
    contract years two and three is limited to no more than 10% of the accumulated value as of the most recent Contract
    anniversary.
     
    The minimum partial annuitization amount is $2,000. Any partial annuitization request that reduces the accumulated
    value to less than $5,000 will be treated as a request for full annuitization.
     
    You may select one of the annuity benefit payment options listed below. Once payments begin under the option you
    selected, the option may not be changed. In addition, once payments begin you may not surrender or otherwise
    liquidate or commute any portion of your accumulated value that has been annuitized.
     
    Annuity Benefit Payment Options
     
    We offer fixed annuity benefit payments only. No surrender charge is imposed on any portion of your accumulated
    value that has been annuitized.
     
    You may choose from several fixed annuity benefit payment options. Payments will be made on the frequency you
    choose. You may elect to have your annuity benefit payments made on a monthly, quarterly, semiannual or annual
    basis. The dollar amount of the payments is specified for the entire payment period according to the option selected.
    There is no right to take any total or partial surrenders after the annuitization date. The fixed annuity benefit payment
    must begin within one year of the annuity benefit election.
     
    The amount of the fixed annuity benefit payment depends on the:
    · amount of accumulated value applied to the annuity benefit payment option;
    · annuity benefit payment option selected; and
    · age and gender of the annuitant (unless fixed income option is selected).

     

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    The amount of the initial payment is determined by applying all or a portion of the accumulated value as of the date of the application to the annuity table for the annuitant’s annuity benefit payment option, gender, and age. The annuity benefit payment tables contained in the Contract are based on the Annuity 2000 Mortality Table. These tables are guaranteed for the life of the Contract.

    Annuity benefit payments generally are higher for male annuitants than for female annuitants with an otherwise identical Contract. This is because statistically females have longer life expectancies than males. In certain states, this difference may not be taken into consideration in determining the payment amount. Additionally, Contracts with no gender distinctions are made available for certain employer-sponsored plans because, under most such plans, gender discrimination is prohibited by law.

    You may select an annuity benefit payment option by written request only. Your selection of an annuity benefit payment option for a partial annuitization must be in writing and may not be changed after payments begin. Your selection of an annuity benefit payment option for any portion not previously annuitized may be changed by written request prior to the annuitization date.

    If an annuity benefit payment option is not selected, we will automatically apply:

    • for Contracts with one annuitant — Life Income with payments guaranteed for a period of 10 years.
    • for Contracts with joint annuitants — Joint and Full Survivor Life Income with payments guaranteed for a period of 10 years.

    The available annuity benefit payment options for both full and partial annuitizations include:

    • Fixed Period Income – Level payments continue for a fixed period. You may select a range from 5 to 30 years (state variations may apply). If the annuitant dies before the selected period expires, payments continue to you or the person(s) you designate until the end of the fixed period. Payments stop after all guaranteed payments are received.
    • Life Income – Level payments continue for the annuitant’s lifetime. If you defer the first payment date, it is possible that you would receive no payments if the annuitant dies before the first payment date. NOTE: There is no death benefit value remaining and there are no further payments when the annuitant dies.
    • Life Income with Period Certain – Level payments continue during the annuitant’s lifetime with a guaranteed payment period of 5 to 30 years. If the annuitant dies before all of the guaranteed payments have been made, the guaranteed payments continue to you or the person(s) you designate until the end of the guaranteed payment period.
    • Joint and Survivor – Payments continue as long as either the annuitant or the joint annuitant is alive. You may also choose an option that lowers the amount of income after the death of a joint annuitant. It is possible that you would only receive one payment under this option if both annuitants die before the second payment is due. If you defer the first payment date, it is possible that you would receive no payments if both the annuitants die before the first payment date. NOTE: There is no death benefit value remaining and there are no further payments after both annuitants die.
    • Joint and Survivor with Period Certain – Payments continue as long as either the annuitant or the joint annuitant is alive with a guaranteed payment period of 5 to 30 years. You may choose an option that lowers the amount of income after the death of a joint annuitant. If both annuitants die before all guaranteed payments have been made, the guaranteed payments continue to you or the person(s) you designate until the end of the guaranteed payment period.

    Other annuity benefit payment options may be available.

    Tax Considerations Regarding Annuity Benefit Payment Options

    If you own one or more tax qualified annuity contracts, you may avoid tax penalties if payments from at least one of your tax qualified contracts begin no later than April 1 following the calendar year in which you turn age 70½. The required minimum distribution payment must be in equal (or substantially equal) amounts over your life or over the joint lives of you and your designated beneficiary. These required minimum distribution payments must be made at least once a year. Tax penalties may apply at your death on certain excess accumulations. You should confer with your tax advisor about any potential tax penalties before you select an annuity benefit payment option or take other distributions from the Contract. Additional rules apply to distributions under non-qualified contracts (see 10. FEDERAL TAX MATTERS).

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    Death of Annuitant (During the Annuitization Period)

    If the annuitant dies during the annuity benefit payment period, remaining payments are made to the owner throughout the guaranteed payment period, if any, or for the life of any joint annuitant, if any. If the owner is the annuitant, remaining payments are made to the contingent owner. In all cases the person entitled to receive payments also receives any rights and privileges under the annuity benefit payment option.

    8. DEATH BENEFIT

    This Contract provides a death benefit upon the death of the owner. The Contract will not provide death benefits upon the death of an annuitant unless the annuitant is also an owner or the owner is not a natural person.

    The following tables illustrate the various situations and the resulting death benefit payment if death occurs before the annuitization date and while the accumulated value is greater than zero.

    If you die and And Then
    You are the sole Your spouse is The beneficiary(ies) receives the death benefit under the Contract
    owner not named as a or the GMWB Death Benefit, whichever is applicable.
      primary  
      beneficiary If a beneficiary dies before you, upon your death we will make equal
        payments to the surviving beneficiaries unless you provided us with
        other written instructions. If no beneficiary(ies) survives you, the
        death benefit is paid to your estate in a single payment.
     
        Upon your death, only your beneficiary’s(ies’) right to the death
        benefit or the GMWB Death Benefit will continue; all other rights
        and benefits under the Contract will terminate.
    You are the sole Your spouse is Your spouse may either
    owner named as a a. continue the Contract; or
      primary b. receive the death benefit under the Contract or the GMWB Death
      beneficiary Benefit, whichever is applicable.
     
        All other beneficiaries receive the death benefit under the Contract
        or the GMWB Death Benefit, whichever is applicable.
     
        If a beneficiary dies before you, upon your death we will make equal
        payments to the surviving beneficiaries unless you provided us with
        other written instructions. If no beneficiary(ies) survives you, the
        death benefit is paid to your estate in a single payment.
     
        Unless your spouse elects to continue the Contract, only your
        spouse’s and any other beneficiary’s(ies’) right to the death benefit
        or the GMWB Death Benefit will continue; all other rights and
        benefits under the Contract will terminate.
    You are a joint The surviving The surviving owner receives the death benefit under the Contract
    owner joint owner is not or the GMWB Death Benefit, whichever is applicable.
      your spouse  
        Upon your death, only the surviving owner’s right to the death
        benefit or the GMWB Death Benefit will continue; all other rights
        and benefits under the Contract will terminate.
    You are a joint The surviving Your spouse may either
    owner joint owner is a. continue the Contract; or
      your spouse b. receive the death benefit under the Contract or the GMWB Death
        Benefit, whichever is applicable.
     
        Unless your surviving spouse owner elects to continue the Contract,
        upon your death, only your spouse’s right to the death benefit or the
        GMWB Death Benefit will continue; all other rights and benefits
        under the rider and the Contract will terminate.

     

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    If you die and And Then
    The annuitant dies The owner is not The beneficiary(ies) receives the death benefit under the Contract
      a natural person or the GMWB Death Benefit, whichever is applicable.
     
        If a beneficiary dies before the annuitant, upon the annuitant’s
        death we will make equal payments to the surviving beneficiaries
        unless the owner provided us with other written instructions.
     
        Upon the annuitant’s death, only the beneficiary’s(ies’) right to the
        death benefit or the GMWB Death Benefit will continue; all other
        rights and benefits under the Contract will terminate.

     

    Before the annuitization date, you may give us written instructions for payment under a death benefit option. If we do not receive your instructions, a death benefit is paid according to instructions from the beneficiary(ies). The beneficiary(ies) may elect to apply a death benefit under an annuity benefit payment option or receive a death benefit as a single payment. Generally, unless the beneficiary(ies) elects otherwise, we pay a death benefit in a single payment, subject to proof of your death.

    No surrender charge applies when a death benefit is paid.

    Payment of Death Benefit

    The death benefit is usually paid within five business days of our receiving all required documents (including proof of death) to process the claim. Payment is made according to benefit instructions provided by you. Some states require this payment to be made in less than five business days. Under certain circumstances, this payment may be delayed (see 9. ADDITIONAL INFORMATION ABOUT THE CONTRACT). Unless otherwise required by law, We pay interest on the death benefit from the date the Contract is terminated (after receipt of all required documents), until payment is made.

    NOTE: Proof of death includes: a certified copy of a death certificate; a certified copy of a court order; a written statement by a medical doctor; or other proof satisfactory to us.

    The accumulated value remains invested in the divisions  until the valuation period during which we  receive the required documents. If more than one beneficiary is named, each beneficiary’s portion of the death benefit remains invested in the divisions  until the valuation period during which we  receive the required documents for that beneficiary. Unless otherwise required by law, we  pay interest on the death benefit from the first day the accumulated value is no longer invested in the divisions  until payment is made.  After payment of all of the death benefit (including any applicable interest), the Contract is terminated.

    Standard Death Benefit Formula
     
    The amount of the standard death benefit is the greatest of a, b or c, where:
    a = the accumulated value on the date we receive proof of death and all required documents;
    b = the total of premium payments minus an adjustment for each partial surrender (and any applicable surrender
    charges and fees) and minus an adjustment for each partial annuitization made prior to the date we receive proof
    of death and all required documents; and
    c = the highest accumulated value on any Contract anniversary that is wholly divisible by seven (for example,
    Contract anniversaries 7, 14, 21, 28, etc.) plus any premium payments since that Contract anniversary and
    minus an adjustment for each partial surrender (and any applicable surrender charges and fees) and minus an
    adjustment for each partial annuitization made after that Contract anniversary.
     
    The adjustment for each partial surrender (and any applicable surrender charges and fees) and for each partial
    annuitization made prior to the date we receive proof of death and all required documents is equal to (x divided by y)
    multiplied by z, where:
    x = the amount of the partial surrender (and any applicable surrender charges and fees) or the amount of the
    partial annuitization; and
    y = the accumulated value immediately prior to the partial surrender or partial annuitization; and
    z = the amounts determined in b or c above immediately prior to the partial surrender or partial annuitization.
     
                Example:    Your accumulated value is $10,000 and you take a partial surrender of $2,000 (20% of your
    accumulated value). For purposes of calculating the death benefit, we reduce the amounts
    determined in b or c above by 20%.

     

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    GMWB Death Benefit - Principal Income Builder 3
     
    NOTE: The GMWB Death Benefit is available for applications signed on or after August 1, 2013, with a GMWB
    rider. If you are purchasing one of these riders in a state that has not approved the most recent version of
    the rider, the GMWB Death Benefit is not available.
     
    While a GMWB rider is active, the GMWB Death Benefit replaces any other death benefit under the Contract.
    The GMWB Death Benefit terminates when the GMWB rider terminates.
     
    1 . If you are the only owner, upon your death, your primary beneficiary may elect one of the following:
        a. receive the GMWB Death Benefit as set forth below; or
        b. if the primary beneficiary is your spouse, your spouse may continue the Contract with or without this rider
          as set forth later in this section.
     
    2 . If there are joint owners, upon the death of the first joint owner to die, the surviving joint owner may elect one of
        the following:
        a. receive the GMWB Death Benefit as set forth below; or
        b. if the surviving joint owner is your spouse, your spouse may continue the Contract with or without this rider
          as set forth later in this section.
     
    The GMWB Death Benefit is equal to the greatest of:
     
    1 . the Contract accumulated value as of the valuation date on which we receive the proof of death and all
        required documents;
     
    2 . the total premium payments minus each withdrawal taken on or before the valuation date on which we receive
        the proof of death and all required documents;
     
    3 . the Contract accumulated value that was in effect on any prior Contract anniversary that is divisible equally by
        7, plus any premium payments made after that Contract anniversary minus each withdrawal taken after that
        Contract anniversary.
     
    NOTE: For 2. and 3. above, a withdrawal that is not a "For Life" Excess Withdrawal will reduce the GMWB Death
        Benefit by the amount of the withdrawal. Then, each "For Life" Excess Withdrawal will proportionately reduce
        the GMWB Death Benefit by the ratio of the "For Life" Excess Withdrawal taken to the Contract accumulated
        value immediately prior to the "For Life" Excess Withdrawal.
     
    NOTE: For 2. and 3. above, withdrawals up to the RMD amount under the RMD Program for GMWB Riders are not
        considered excess withdrawals and reduce the GMWB Death Benefit by the amount of the withdrawal.
     
    For details of the GMWB Death Benefit calculations, see APPENDIX G- GMWB DEATH BENEFIT EXAMPLES.
     
    If the Contract Accumulated Value is Greater than Zero. The following table illustrates the various situations and
    the resulting outcomes if your Contract accumulated value is greater than zero at your death.

     

    If you die and And Then
    You are the sole owner Your spouse is not The primary beneficiary(ies) will receive the GMWB Death
      named as a primary Benefit.
      beneficiary    
        All other rights and benefits under the rider and Contract will
    terminate.

    You are the sole owner Your spouse is Your spouse may:
      named as a primary    
      beneficiary a. Continue the Contract with or without this rider as set
          forth later in this section; or
        b. Receive the GMWB Death Benefit.
     
        All other primary beneficiaries will receive the GMWB Death
    Benefit.
     
        Unless your spouse elects to continue the Contract with this

     

    62


     

    If you die and And Then
        rider, only your spouse’s and beneficiary(ies)’s right to the
        above-selected payments will continue; all other rights and
        benefits under the rider and Contract will terminate.
    You are a joint owner The surviving joint Your surviving owner will receive the GMWB Death Benefit.
      owner is not your    
      spouse All other rights and benefits under the rider and Contract will
    terminate.

    You are a joint owner The surviving joint Your spouse may:
      owner is your spouse    
        a. Continue the Contract with or without this rider as set
          forth later in this section; or
        b. Receive the GMWB Death Benefit.

     

    Unless the surviving spouse owner elects to continue the Contract with this rider, upon your death, only your spouse’s right to the above-selected payments will continue; all other rights and benefits under the rider and Contract will terminate.

    NOTE: The “Joint Life” For Life withdrawal option is not available if the owner is not a natural person.

    If And Then
    The annuitant dies The owner is not a The beneficiary(ies) receive the GMWB Death Benefit.
      natural person  
        If a beneficiary dies before the annuitant, on the annuitant’s
        death we will make equal payments to the surviving
        beneficiaries unless the owner provided us with other written
        instructions. If no beneficiary(ies) survive the annuitant, the
        GMWB Death Benefit is paid to the owner.
     
        Upon the annuitant’s death, only the beneficiary(ies) right to
        the GMWB Death Benefit will continue; all other rights and
        benefits under the Contract will terminate.

     

    If the Contract Accumulated Value is Zero. The following table illustrates the various situations and the resulting outcomes if the Contract accumulated value is zero at your death.

    If you die and… And… Then…
    You are the sole owner You elected the All payments stop and all rights and benefits under the
      “Single Life” For Life Contract terminate.
      withdrawal option*  
    You are the sole owner You elected the “Joint We will continue payments to the surviving covered life
      Life” withdrawal according to the schedule established when you made your
      option* election until the date of the surviving covered life’s death.
     
        Upon the surviving covered life’s death, all payments stop and
        all rights and benefits under the Contract terminate.
    You are a joint owner You elected the All payments stop and all rights and benefits under the
      “Single Life” For Life Contract terminate.
      withdrawal option*  
    You are a joint owner You elected the “Joint We will continue payments to the surviving covered life
      Life” withdrawal according to the schedule established when you made your
      option* election until the date of the surviving covered life’s death.
     
        Upon the surviving joint owners death, all payments stop and
        all rights and benefits under the Contract terminate.

     

    *      See Principal Income Builder 3 - Effect of the Contract Accumulated Value Reaching Zero for details regarding election of the For Life withdrawal option.

    63


     

    NOTE: The “Joint Life” For Life withdrawal option is not available if the owner is not a natural person.
     
     
    Spousal Continuation of the Principal Income Builder 3 Rider
     
    This rider provides that the For Life withdrawal benefit payment may be available in certain situations to an eligible
    spouse who continues the Contract with the rider.
     
    If you die while this rider is in effect and if your surviving spouse elects to continue the Contract in accordance with its
    terms, the surviving spouse may also elect to continue this rider if:
     
    1 . The Contract accumulated value is greater than zero;
    2 . There has not been a previous spousal continuation of the Contract and this rider; and
    3 . Your spouse is either:
        a. your primary beneficiary, if you were the sole owner; or
        b. the surviving joint owner, if there were joint owners.
     
    If your spouse elects to continue the Contract without this rider, this rider and all rights, benefits and charges under
    this rider will terminate and cannot be reinstated.
     
    NOTE: Although spousal continuation may be available under federal tax laws for a subsequent spouse, this rider
        may be continued one time only.
     
    The following table illustrates the various changes and the resulting outcomes associated with continuation of this
    rider by an eligible surviving spouse.

     

    If you die and… And… Then if your spouse continues this rider…
    No withdrawals Your spouse Your spouse may continue the rider and take withdrawals until the
    have been taken meets the earlier of their death or the For Life withdrawal benefit base reduces
    since the rider minimum issue to zero.
    effective date age requirement  
        For Life withdrawal benefits will automatically be calculated as
        “Single Life” and your spouse will be the sole covered life. Your
        spouse may not add a new covered life or elect “Joint Life”.
     
        The For Life withdrawal benefit percentage will be based on your
        spouse’s age and will lock in at the “Single Life” percentage
        applicable on the date of your spouse’s first withdrawal.
     
        All other provisions of this rider will continue as in effect on the date
        of your death.
    No withdrawals Your spouse does The Principal Income Builder 3 rider terminates upon your death.
    have been taken not meet the  
    since the rider minimum issue All other provisions of this Contract will continue as in effect on the
    effective date age requirement date of your death.

     

    64


     

    If you die and… And… And… Then if your spouse continues this rider
    Withdrawals have You have locked in --- The Principal Income Builder 3 rider terminates
    been taken since the “Single Life” For Life   upon your death.
    rider effective date withdrawal benefits    
          All other provisions of this Contract will
          continue as in effect on the date of your death.
    Withdrawals have You have locked in Your spouse is Your spouse may continue the rider and take
    been taken since “Joint Life” For Life the surviving For Life withdrawal benefit payments until the
    the rider effective withdrawal benefits covered life earlier of their death or the For Life withdrawal
    date     benefit base reduces to zero.
     
          For Life withdrawal benefits will continue to be
          calculated as “Joint Life”.
     
          The For Life withdrawal benefit percentage will
          remain locked in at the “Joint Life” percentage
          applicable on the date of your first withdrawal
          and will not be reset to reflect your death.
     
          All other provisions of this rider will continue as
          in effect on the date of your death.
    Withdrawals have You have locked in There is no The Principal Income Builder 3 rider terminates
    been taken since “Joint Life” For Life surviving upon your death.
    the rider effective withdrawal benefits covered life  
    date     All other provisions of this Contract will
          continue as in effect on the date of your death.

     

    65


     

    GMWB Death Benefit - Principal Income Builder 10

    NOTE: The GMWB Death Benefit is available for applications signed on or after August 1, 2013, with a GMWB rider. If you are purchasing one of these riders in a state that has not approved the most recent version of the rider, the GMWB Death Benefit is not available.

    While a GMWB rider is active, the GMWB Death Benefit replaces any other death benefit under the Contract.

    The GMWB Death Benefit terminates when the GMWB rider terminates.

    1.      If you are the only owner, upon your death, your primary beneficiary may elect one of the following:
      a.      receive the GMWB Death Benefit as set forth below;
      b.      receive the Investment Back Remaining Withdrawal Benefit Base as a series of payments in an amount and frequency acceptable to us; or
      c.      if the primary beneficiary is your spouse, your spouse may continue the Contract with or without this rider as set forth later in this section.
    2.      If there are joint owners, upon the death of the first joint owner to die, the surviving joint owner may elect one of
      the      following:
      a.      receive the GMWB Death Benefit as set forth below;
      b.      receive the Investment Back Remaining Withdrawal Benefit Base as a series of payments in an amount and frequency acceptable to us; or
      c.      if the surviving joint owner is your spouse, your spouse may continue the Contract with or without this rider as set forth later in this section.

    The GMWB Death Benefit is equal to the greatest of:

    1.      the Contract accumulated value as of the valuation date on which we receive the proof of death and all required documents;
    2.      the total premium payments minus each withdrawal taken on or before the valuation date on which we receive the proof of death and all required documents;
    3.      the Contract accumulated value that was in effect on any prior Contract anniversary that is divisible equally by 7, plus any premium payments made after that Contract anniversary minus each withdrawal taken after that Contract anniversary.

    NOTE: For 2. and 3. above, a withdrawal that is not a "For Life" Excess Withdrawal will reduce the GMWB Death Benefit by the amount of the withdrawal. Then, each "For Life" Excess Withdrawal will proportionately reduce the GMWB Death Benefit by the ratio of the "For Life" Excess Withdrawal taken to the Contract accumulated value immediately prior to the "For Life" Excess Withdrawal.

    NOTE: For 2. and 3. above, withdrawals up to the RMD amount under the RMD Program for GMWB Riders are not considered excess withdrawals and reduce the GMWB Death Benefit by the amount of the withdrawal. If you are taking withdrawals under the Investment Back withdrawal option, any amount greater than the “For Life” withdrawal benefit payment, or RMD amount if taken under the RMD Program for GMWB Riders, are deducted proportionately rather than dollar-for-dollar.

    66


     

    If the Contract Accumulated Value is Greater than Zero. The following table illustrates the various situations and the resulting outcomes if your Contract accumulated value is greater than zero at your death.

    If you die and And Then  
    You are the sole owner Your spouse is not The primary beneficiary(ies) must elect one of the following:
      named as a primary      
      beneficiary a. Receive the GMWB Death Benefit; or
        b. Receive the Investment Back remaining withdrawal
          benefit base as a series of payments.*
     
        Upon your death, only your beneficiary(ies)’s right to the
        above-selected payments will continue; all other rights and
        benefits under the rider and Contract will terminate.
    You are the sole owner Your spouse is named Your spouse may:
      as a primary      
      beneficiary a. Continue the Contract with or without this rider as set
          forth later in this section; or
        b. Elect one of the following:
          · receive the GMWB Death Benefit;
          · receive the Investment Back remaining withdrawal
            benefit base as a series of payments.*
     
        All other primary beneficiaries must elect one of the options
        listed above in b.
     
        Unless your spouse elects to continue the Contract with this
        rider, only your spouse’s and beneficiary(ies)’s right to the
        above-selected payments will continue; all other rights and
        benefits under the rider and Contract will terminate.
    You are a joint owner The surviving joint Your surviving owner must elect one of the following:
      owner is not your      
      spouse a. Receive the GMWB Death Benefit; or
        b. Receive the Investment Back remaining withdrawal
          benefit base as a series of payments.*
     
        Upon your death, only the surviving owner’s right to the
        above selected payments will continue; all other rights and
        benefits under the rider and Contract will terminate.
    You are a joint owner The surviving joint Your spouse may:
      owner is your spouse      
        a. Continue the Contract with or without this rider as set
          forth later in this section; or
        b. Elect one of the following:
          · receive the GMWB Death Benefit;
          · receive the Investment Back remaining withdrawal
            benefit base as a series of payments.*
     
        Unless the surviving spouse owner elects to continue the
        Contract with this rider, upon your death, only your spouse’s
        right to the above-selected payments will continue; all other
        rights and benefits under the rider and Contract will
        terminate.

     

    *      We will make payments in an amount and frequency acceptable to us. If a surviving owner or beneficiary chooses a periodic payment, it must be at least $100 per payment until the Investment Back remaining withdrawal benefit base is zero.

    NOTE: The “Joint Life” For Life withdrawal option is not available if the owner is not a natural person.

    67


     

    If And Then
    The annuitant dies The owner is not a The beneficiary(ies) receive the death benefit under the
      natural person Contract.
     
        If a beneficiary dies before the annuitant, on the annuitant’s
        death we will make equal payments to the surviving
        beneficiaries unless the owner provided us with other written
        instructions. If no beneficiary(ies) survive the annuitant, the
        death benefit is paid to the owner.
     
        Upon the annuitant’s death, only the beneficiary(ies) right to
        the death benefit will continue; all other rights and benefits
        under the Contract will terminate.

     

    If the Contract Accumulated Value is Zero. The following table illustrates the various situations and the resulting outcomes if the Contract accumulated value is zero at your death.

    If you die and… And… Then…
    You are the sole owner You elected the “Single We will continue payments to your beneficiary(ies) according
      Life” For Life withdrawal to the schedule established when you made your election
      option* until the For Life remaining withdrawal benefit base reduces
    to zero.

    You are the sole owner You elected the “Joint We will continue payments to the surviving covered life
      Life” For Life withdrawal according to the schedule established when you made your
      option* election until the date of the surviving covered life’s death.
     
        Upon the surviving covered life’s death, we will continue
        payments to your beneficiary(ies) according to the schedule
        established when you made your election until the For Life
        remaining withdrawal benefit base reduces to zero.
    You are the sole owner You elected the We will continue payments to your beneficiary(ies) according
      Investment Back to the schedule established when you made your election
      withdrawal option* until the Investment Back remaining withdrawal benefit base
        reduces to zero.
    You are a joint owner You elected the “Single We will continue payments to the surviving joint owner
      Life” For Life withdrawal according to the schedule established when you made your
      option* election until the For Life remaining withdrawal benefit base
        reduces to zero.
     
        Upon the surviving joint owner’s death, we will continue
        payments to your beneficiary(ies) according to the schedule
        established when you made your election until the For Life
        remaining withdrawal benefit base reduces to zero.
    You are a joint owner You elected the “Joint We will continue payments to the surviving covered life
      Life” For Life withdrawal according to the schedule established when you made your
      option* election until the date of the surviving covered life’s death.
     
        Upon the surviving joint owners death, we will continue
        payments to your beneficiary(ies) according to the schedule
        established when you made your election until the For Life
        remaining withdrawal benefit base reduces to zero.

     

    68


     

    If you die and… And… Then…
    You are a joint owner You elected the We will continue payments to the surviving joint owner
      Investment Back according to the schedule established when you made your
      withdrawal option* election until the Investment Back remaining withdrawal
        benefit base reduces to zero.

     

    Upon the surviving joint owner’s death, we will continue payments to your beneficiary(ies) according to the schedule established when you made your election until the Investment Back remaining withdrawal benefit base reduces to zero.

    *      See Principal Income Builder 10 - Effect of the Contract Accumulated Value Reaching Zero for details regarding election of the For Life withdrawal option or the Investment Back withdrawal option.

    NOTE: The “Joint Life” For Life withdrawal option is not available if the owner is not a natural person.

    If And Then
    The annuitant dies The owner is not a The beneficiary(ies) receive the death benefit under the
      natural person Contract.
     
      The owner elected the We will continue payments to the owner’s beneficiary(ies)
      “Single Life” For Life according to the schedule established when the owner made
      Withdrawal option* its election until the For Life remaining withdrawal benefit base
        reduces to zero.
     
     
     
      The owner elected the We will continue payments to the owner’s beneficiary(ies)
      Investment Back according to the schedule established when the owner made
      withdrawal option* its election until the Investment Back remaining withdrawal
        benefit base reduces to zero.

     

    Spousal Continuation of the Principal Income Builder 10 Rider
     
    This rider provides that the Investment Back and the For Life withdrawal options may be available in certain
    situations to an eligible spouse who continues the Contract with the rider.
     
    If you die while this rider is in effect and if your surviving spouse elects to continue the Contract in accordance with its
    terms, the surviving spouse may also elect to continue this rider if:
     
    1 . The Contract accumulated value is greater than zero;
    2 . There has not been a previous spousal continuation of the Contract and this rider; and
    3 . Your spouse is either:
        a. your primary beneficiary, if you were the sole owner; or
        b. the surviving joint owner, if there were joint owners.
     
    If your spouse elects to continue the Contract without this rider, this rider and all rights, benefits and charges under
    this rider will terminate and cannot be reinstated.
     
    NOTE: Although spousal continuation may be available under federal tax laws for a subsequent spouse, this rider
          may be continued one time only.

     

    69


     

    The following table illustrates the various changes and the resulting outcomes associated with continuation of this rider by an eligible surviving spouse.

    If you die and… And… Then if your spouse continues this rider…
    No withdrawals have Your spouse meets Your spouse may take withdrawals under either withdrawal
    been taken since the the minimum issue option as follows:
    rider effective date age requirement    
        a. The For Life withdrawal option will be available until the
          earlier of the death of your spouse or the For Life
          withdrawal benefit base reduces to zero. For Life
          withdrawal benefits will automatically be calculated as
          “Single Life” and your spouse will be the sole covered life.
          Your spouse may not add a new covered life or elect “Joint
          Life”. The For Life withdrawal benefit percentage will be
          based on your spouse’s age and will lock in at the “Single
          Life” percentage applicable on the date of your spouse’s
          first withdrawal.
        b. The Investment Back withdrawal option will continue to be
          available until the Investment Back remaining withdrawal
          benefit base is zero.
        c. All other provisions of this rider will continue as in effect on
          the date of your death.
    No withdrawals have Your spouse does The For Life withdrawal option terminates upon your death.
    been taken since the not meet the    
    rider effective date minimum issue age Your spouse may take withdrawals under the Investment Back
      requirement withdrawal option as follows:
     
        a. The Investment Back withdrawal option will continue to be
          available until the Investment Back remaining withdrawal
          benefit base is zero.
        b. All other provisions of this rider will continue as in effect on
          the date of your death.

     

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    If you die and… And… And… Then if your spouse continues this rider
    Withdrawals have You have locked --- The For Life withdrawal option terminates upon
    been taken since the in “Single Life”   your death.
    rider effective date For Life      
      withdrawal   Your spouse may take withdrawals under the
      benefits   Investment Back withdrawal option as follows:
     
          a. The Investment Back withdrawal option will
            continue to be available until the Investment
            Back remaining withdrawal benefit base
            reduces to zero.
          b. All other provisions of this rider will continue
            as in effect on the date of your death.
    Withdrawals have You have locked Your spouse is Your spouse may take withdrawals under either
    been taken since in “Joint Life” For the surviving withdrawal option as follows:
    the rider effective Life withdrawal covered life    
    date benefits   a. The For Life withdrawal option will continue to
            be available until the earlier of the death of
            your spouse or the For Life withdrawal benefit
            base reduces to zero. For Life withdrawal
            benefits will continue to be calculated as
            “Joint Life”. The For Life withdrawal benefit
            percentage will remain locked in at the “Joint
            Life” percentage applicable on the date of
            your first withdrawal and will not be reset to
            reflect your death.
          b. The Investment Back withdrawal option will
            continue to be available until the Investment
            Back remaining withdrawal benefit base
            reduces to zero.
          c. All other provisions of this rider will continue
            as in effect on the date of your death.
    Withdrawals have You have locked There is no The For Life withdrawal option terminates upon
    been taken since in “Joint Life” For surviving your death.
    the rider effective Life withdrawal covered life    
    date benefits   Your spouse may take withdrawals under the
          Investment Back withdrawal option as follows:
     
          a. The Investment Back withdrawal option will
            continue to be available until the Investment
            Back remaining withdrawal benefit base
            reduces to zero.
          b. All other provisions of this rider will continue
            as in effect on the date of your death.

     

    71


     

    9. ADDITIONAL INFORMATION ABOUT THE CONTRACT
     
    The Contract
     
    The entire Contract is made up of the Contract, amendments, riders and endorsements and data pages. Only our
    corporate officers can agree to change or waive any provisions of a Contract. Any change or waiver must be in
    writing and signed by an officer of the Company.
     
    Delay of Payments
     
    Surrendered amounts are generally disbursed within seven calendar days after we receive your instruction for a
    surrender in a form acceptable to us. This period may be shorter where required by law. However, payment of any
    amount upon total or partial surrender, death, annuitization of the accumulated value or the transfer to or from a
    division may be deferred during any period when the right to sell mutual fund shares is suspended as permitted
    under provisions of the Investment Company Act of 1940 (as amended).
     
    The right to sell shares may be suspended during any period when:
     
    · trading on the NYSE is restricted as determined by the SEC or when the NYSE is closed for other than
      weekends and holidays; or
    · an emergency exists, as determined by the SEC, as a result of which:
      · disposal by a mutual fund of securities owned by it is not reasonably practicable;
      · it is not reasonably practicable for a mutual fund to fairly determine the value of its net assets; or
      · the SEC permits suspension for the protection of security holders.
     
    If payments are delayed the transfer will be processed on the first valuation date following the expiration of the
    permitted delay unless we receive your written instructions to cancel your surrender, annuitization, or transfer. Your
    written instruction must be received in the home office prior to the expiration of the permitted delay. The transaction
    will be completed within seven business days following the expiration of a permitted delay.
     
    In addition, we reserve the right to defer payment of that portion of your accumulated value that is attributable to a
    premium payment made by check for a reasonable period of time (not to exceed 15 business days) to allow the
    check to clear the banking system.
     
    We may also defer payment of surrender proceeds payable out of the Fixed Account for a period of up to six months.
     
    Misstatement of Age or Gender
     
    If the age or, where applicable, gender of the annuitant has been misstated, we adjust the annuity benefit payment
    under your Contract to reflect the amount that would have been payable at the correct age and gender. If we make
    any overpayment because of incorrect information about age or gender, or any error or miscalculation, we deduct the
    overpayment from the next payment or payments due. Underpayments are added to the next payment.
     
    Assignment
     
    If your Contract is part of your qualified plan, IRA, SEP, or SIMPLE-IRA, you may not assign ownership.
     
    You may assign ownership of your non-qualified contract. Each assignment is subject to any payments made or
    action taken by the Company prior to our notification of the assignment. We assume no responsibility for the validity
    of any assignment. An assignment or pledge of a Contract may have adverse tax consequences.
     
    An assignment must be made in writing and filed with us at our home office. The irrevocable beneficiary(ies), if any,
    must authorize any assignment in writing. Your rights, as well as those of the annuitant and beneficiary, are subject
    to any assignment on file with us. Any amount paid to an assignee is treated as a partial surrender and is paid in a
    single payment.
     
    The Company may refuse any assignment or transfer at any time on a non-discriminatory basis and may refuse any
    assignment where it believes such assignment may cause the development of a trading market.
     
    If your Contract has a GMWB rider, an assignment of the Contract shall be deemed a request for a change in a
    covered life. If the change in covered life is not permissible under this rider, the rider will be terminated as of the date
    of the assignment. See 4. LIVING BENEFIT – GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB).

     

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    Change of Owner or Annuitant
     
    If your Contract is part of your qualified plan, IRA, SEP, or SIMPLE-IRA you may not change either the owner or the
    annuitant.
     
    You may change the owner and/or annuitant of your non-qualified contract at any time. Your request must be in
    writing and approved by us. After approval, the change is effective as of the date you signed the request for change.
    If ownership is changed, the benefits under certain riders may be affected. We reserve the right to require that you
    send us the Contract so that we can record the change.
     
    If an annuitant who is not an owner dies while the Contract is in force, a new annuitant may be named unless the
    owner is a corporation, trust or other entity.
     
    If your Contract has a GMWB rider, any ownership change before the annuitization date which would cause a
    change in the covered life will result in termination of this rider except in certain circumstances. See 4. LIVING
    BENEFIT – GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB).
     
    Beneficiary
     
    While this Contract is in force, you have the right to name or change a beneficiary. This may be done as part of the
    application process or by sending us a written request. Unless you have named an irrevocable beneficiary, you may
    change your beneficiary designation by sending us notice.
     
    If your Contract has a GMWB rider, any beneficiary change before the annuitization date which would cause a
    change in the covered life will result in termination of this rider except in certain circumstances. See 4. LIVING
    BENEFIT – GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB).
     
    Contract Termination
     
    We reserve the right to terminate the Contract and make a single payment (without imposing any charges) to you if
    your accumulated value at the end of the accumulation period is less than $2,000, unless you have the GMWB rider.
    Before the Contract is terminated, we will send you a notice to increase the accumulated value to $2,000 within 60
    days. Termination of the Contracts will not unfairly discriminate against any owner.
     
    Reinstatement
     
    Reinstatement is only available for full surrender of your Contract. You cannot reinstate a partial surrender or partial
    annuitization; if you return either of these amounts, they will be considered new premium payments.
     
    If you have requested to replace this Contract with an annuity contract from another company and want to reinstate
    this Contract, the following apply:
    · we reinstate the Contract effective on the original surrender date;
    · if you had the Premium Payment Credit Rider on the original Contract, the 9-year surrender charge period
      applies to the reinstated Contract. The remaining surrender charge period, if any, is calculated based on the
      number of years since the original contract date;
    · we apply the amount received from the other company (“reinstatement amount”) and the amount of the surrender
      charge you paid when you surrendered the Contract ;
    · these amounts are priced on the valuation date the money from the other company is received by us;
    · commissions are not paid on the reinstatement amounts; and
    · new data pages are sent to your address of record.
     
    If you have any of the optional riders, rider fees will apply for the period between the date you requested termination
    and the date your Contract was reinstated.
     
    If you have any of the optional riders, rider benefits will be adjusted when the amount originally surrendered differs
    from the reinstatement amount.

     

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    Reports
     
    We will mail to you a statement, along with any reports required by state law, of your current accumulated value at
    least once per year prior to the annuitization date. After the annuitization date, any reports will be mailed to the
    person receiving the annuity benefit payments.
     
    Quarterly statements reflect purchases and redemptions occurring during the quarter as well as the balance of units
    owned and accumulated values.
     
    Important Information About Customer Identification Procedures
     
    To help the government fight the funding of terrorism and money laundering activities, Federal law requires financial
    institutions to obtain, verify, and record information that identifies each person who applies for a Contract. When you
    apply for a Contract, we will ask for your name, address, date of birth, and other information that will allow us to verify
    your identity. We may also ask to see your driver’s license or other identifying documents.
     
    If concerns arise with verification of your identification, no transactions will be permitted while we attempt to reconcile
    the concerns. If we are unable to verify your identity within 30 days of our receipt of your original premium payment,
    the Contract will be terminated and any value surrendered in accordance with normal redemption procedures. We
    will not suspend your right of full redemption, or postpone the date of payment upon redemption except as permitted
    by Section 22(e) of the Investment Act of 1940 or as amended.
     
    Frequent Trading and Market-Timing (Abusive Trading Practices)
     
    This Contract is not designed for frequent trading or market timing activity of the investment options. If you intend to
    trade frequently and/or use market timing investment strategies, you should not purchase this Contract. The
    Company does not accommodate market timing.
     
    We consider frequent trading and market timing activities to be abusive trading practices because they:
     
    · Disrupt the management of the underlying mutual funds by:
      · forcing the fund to hold short-term (liquid) assets rather than investing for long term growth, which results in
        lost investment opportunities for the fund; and
      · causing unplanned portfolio turnover;
    · Hurt the portfolio performance of the underlying mutual funds; and
    · Increase expenses of the underlying mutual fund and separate account due to:
      · increased broker-dealer commissions; and
      · increased record keeping and related costs.
     
    If we are not able to identify such abusive trading practices, the abuses described above will negatively impact the
    Contract and cause investors to suffer the harms described.
     
    We have adopted policies and procedures to help us identify and prevent abusive trading practices. In addition, the
    underlying mutual funds monitor trading activity to identify and take action against abuses. While our policies and
    procedures are designed to identify and protect against abusive trading practices, there can be no certainty that we
    will identify and prevent abusive trading in all instances. When we do identify abusive trading, we will apply our
    policies and procedures in a fair and uniform manner.
     
    If we, or an underlying mutual fund that is an investment option with the Contract, deem abusive trading practices to
    be occurring, we will take action that may include, but is not limited to:
     
    · Rejecting transfer instructions from a Contract owner or other person authorized by the owner to direct transfers;
    · Restricting submission of transfer requests by, for example, allowing transfer requests to be submitted by 1st
      class U.S. mail only and disallowing requests made via the internet, by facsimile, by overnight courier or by
      telephone;
    · Limiting the number of unscheduled transfers during a contract year to no more than 12;
    · Prohibiting you from requesting a transfer among the divisions for a minimum of thirty days where there is
      evidence of at least one round-trip transaction (exchange or redemption of shares that were purchased within 30
      days of the exchange/redemption) by you; and
    · Taking such other action as directed by the underlying mutual fund.

     

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    We support the underlying mutual funds right to accept, reject or restrict, without prior written notice, any transfer requests into a fund.

    In some instances, a transfer may be completed prior to a determination of abusive trading. In those instances, we will reverse the transfer (within two business days of the transfer) and return the Contract to the investment option holdings it had prior to the transfer. We will give you notice in writing in this instance.

    Distribution of the Contract

    The Company has appointed Princor Financial Services Corporation (“Princor”) (Des Moines, Iowa 50392-0200), a broker-dealer registered under the Securities Exchange Act of 1934, a member of the Financial Industry Regulatory Authority and affiliate of the Company, as the distributor and principal underwriter of the Contract. Princor is paid 6.5% of premium payments by the Company for the distribution of the Contract. Princor also may receive 12b-1 fees in connection with purchases and sales of mutual funds underlying the Contracts. Princor currently receives 12b-1 fees for the Diversified Balance Account, Diversified Growth Account and Diversified Income Account.

    Princor is an affiliate of the Company. Both Princor and the Company are subsidiaries of Principal Financial Services, Inc.

    Applications for the Contracts are solicited by registered representatives of Princor or such other broker-dealers as have entered into selling agreements with Princor. Such registered representatives act as appointed agents of the Company under applicable state insurance law and must be licensed to sell variable insurance products. The Company intends to offer the Contract in all jurisdictions where it is licensed to do business and where the Contract is approved.

    The distributor and/or its affiliates provide services to and/or funding vehicles for retirement plans and employer sponsored benefit programs. The distributor and its affiliates may pay a bonus or other consideration or incentive to intermediaries if a participant in such a retirement plan establishes a rollover individual retirement account with the assistance of a registered representative of an affiliate of distributor, if the intermediary sold the funding vehicle the retirement plan utilizes or if the intermediary subsequently became the broker of record with regard to the retirement plan. The distributor and its affiliates may pay a bonus or other consideration or incentive to intermediaries if an employee covered under an employer sponsored benefit program purchases a product from an affiliate of distributor with the assistance of a registered representative of an affiliate of distributor, if the intermediary sold the funding vehicle the employer sponsored benefit program utilizes or if the intermediary subsequently became the broker of record with regard to the employer sponsored benefit program.

    The intermediary may pay to its financial professionals some or all of the amounts the distributor and its affiliates pay to the intermediary.

    Performance Calculation

    The Separate Account may publish advertisements containing information (including graphs, charts, tables and examples) about the hypothetical performance of its divisions for this Contract as if the Contract had been issued on or after the date the underlying mutual fund in which the division invests was first offered. The hypothetical performance from the date of the inception of the underlying mutual fund in which the division invests is calculated by reducing the actual performance of the underlying mutual fund by the fees and charges of this Contract as if it had been in existence.

    The yield and total return figures described below vary depending upon market conditions, composition of the underlying mutual fund’s portfolios and operating expenses. These factors and possible differences in the methods used in calculating yield and total return should be considered when comparing the Separate Account performance figures to performance figures published for other investment vehicles. The Separate Account may also quote rankings, yields or returns as published by independent statistical services or publishers and information regarding performance of certain market indices. Any performance data quoted for the Separate Account represents only historical performance and is not intended to indicate future performance. For further information on how the Separate Account calculates yield and total return figures, see the SAI.

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    From time to time the Separate Account advertises its Money Market division’s “yield” and “effective yield” for these
    Contracts. Both yield figures are based on historical earnings and are not intended to indicate future performance.
    The “yield” of the division refers to the income generated by an investment in the division over a 7-day period (which
    period is stated in the advertisement). This income is then “annualized.” That is, the amount of income generated by
    the investment during that week is assumed to be generated each week over a 52-week period and is shown as a
    percentage of the investment. The “effective yield” is calculated similarly but, when annualized, the income earned by
    an investment in the division is assumed to be reinvested. The “effective yield” is slightly higher than the “yield”
    because of the compounding effect of the assumed reinvestment.
     
    The Separate Account also advertises the average annual total return of its various divisions. The average annual
    total return for any of the divisions is computed by calculating the average annual compounded rate of return over the
    stated period that would equate an initial $1,000 investment to the ending redeemable accumulated value.
     
     
     
    10. FEDERAL TAX MATTERS
     
    The following description is a general summary of the tax rules, primarily related to federal income taxes, which in
    our opinion are currently in effect. These rules are based on laws, regulations and interpretations which are subject
    to change at any time. This summary is not comprehensive and is not intended as tax advice. Federal estate and gift
    tax considerations, as well as state and local taxes, may also be material. You should consult a qualified tax adviser
    about the tax implications of taking action under a Contract or related retirement plan.
     
    Taxation of Non-Qualified Contracts
     
    Non-Qualified Contracts
     
    Section 72 of the Internal Revenue Code governs the income taxation of annuities in general.
    · Premium payments made under non-qualified contracts are not excludable or deductible from your gross income
      or any other person’s gross income.
    · An increase in the accumulated value of a non-qualified contract owned by a natural person resulting from the
      investment performance of the Separate Account or interest credited to the DCA Plus accounts and the Fixed
      Account is generally not taxable until paid out as surrender proceeds, death benefit proceeds, or otherwise.
    · Generally, owners who are not natural persons are immediately taxed on any increase in the accumulated value.
     
    The following discussion applies generally to Contracts owned by natural persons.
    · Surrenders or partial surrenders are taxed as ordinary income to the extent of the accumulated income or gain
      under the Contract.
    · The value of the Contract pledged or assigned is taxed as ordinary income to the same extent as a partial
      surrender.
    · Annuity benefit payments:
      · The “investment in the Contract” is generally the total of the premium payments made.
      · The basic rule for taxing annuity benefit payments is that part of each annuity benefit payment is considered
        a nontaxable return of the investment in the Contract and part is considered taxable income. An “exclusion
        ratio” is applied to each annuity benefit payment to determine how much of the payment is excludable from
        gross income. The remainder of the annuity benefit payment is includable in gross income for the year
        received.
      · After the premium payment(s) in the Contract is paid out, the full amount of any annuity benefit payment is
        taxable.
     
    For purposes of determining the amount of taxable income resulting from distributions, all Contracts and other
    annuity contracts issued by us or our affiliates to the same owner within the same calendar year are treated as if they
    are a single contract.
     
    Transfer of ownership may have tax consequences to the owner. Please consult with your tax advisor before
    changing ownership of your Contract.

     

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    Required Distributions for Non-Qualified Contracts

    In order for a non-qualified contract to be treated as an annuity contract for federal income tax purposes, the Internal Revenue Code requires:

  • If the person receiving payments dies on or after the annuitization date but prior to the time the entire interest in
     
  • Contract has been distributed, the remaining portion of the interest is distributed at least as rapidly as under
     
  • method of distribution being used as of the date of that person’s death.
  • If you die prior to the annuitization date, the entire interest in the Contract will be distributed:
     
  • within five years after the date of your death; or
     
  • as annuity benefit payments which begin within one year of your death and which are made over the life of your designated beneficiary or over a period not extending beyond the life expectancy of that beneficiary.
  • If you take a distribution from the Contract before you are 59½, you may incur an income tax penalty.

    Generally, unless the beneficiary elects otherwise, the above requirements are satisfied prior to the annuitization date by paying the death benefit in a single payment, subject to proof of your death. The beneficiary may elect, by written request, to receive an annuity benefit payment option instead of a single payment.

    If your designated beneficiary is your surviving spouse, the Contract may be continued with your spouse deemed to be the new owner for purposes of the Internal Revenue Code. Where the owner or other person receiving payments is not a natural person, the required distributions provided for in the Internal Revenue Code apply upon the death of the annuitant.

    Medicare Tax Change for 2013

    Beginning in 2013, the Medicare tax will rise from 2.9% to 3.8% on unearned income for higher tax bracket individuals.

    As part of the Health Care and Reconciliation Act of 2010, the new tax increase will apply to individuals with an Adjustable Gross Income over $200,000 (single filers) or $250,000 for married couples filing jointly. The tax applies to income from interest, dividends, annuities, royalties and rents not obtained by normal trade of business.

    Income from annuities that are part of a qualified retirement plan (as described in the following section) are not treated as investment income for the purpose of this new tax and thus are not subject to the new 3.8% rate.

    Taxation of Qualified Contracts

    Tax-Qualified Contracts: IRA, SEP, and SIMPLE-IRA

    The Contract may be used to fund IRAs, SEPs, and SIMPLE-IRAs.

    • IRA – An Individual Retirement Annuity (IRA) is a retirement savings annuity. Contributions grow tax deferred.
    • SEP-IRA – A SEP is a form of IRA. A SEP allows you, as an employer, to provide retirement benefits for your employees by contributing to their IRAs.
    • SIMPLE-IRA – SIMPLE stands for Savings Incentive Match Plan for Employers. A SIMPLE-IRA allows employees to save for retirement by deferring salary on a pre-tax basis and receiving predetermined company contributions.

    The tax rules applicable to owners, annuitants and other payees vary according to the type of plan and the terms and conditions of the plan itself. In general, premium payments made under a retirement program recognized under the Internal Revenue Code are excluded from the participant’s gross income for tax purposes prior to the annuity benefit payment date (subject to applicable state law). The portion, if any, of any premium payment made that is not excluded from their gross income is their investment in the Contract. Aggregate deferrals under all plans at the employee’s option may be subject to limitations.

    Tax-qualified retirement arrangements, such as IRAs, SEPs, and SIMPLE-IRAs, are tax-deferred. You derive no additional benefit from the tax deferral feature of the annuity. Consequently, an annuity should be used to fund an IRA, or other tax qualified retirement arrangement to benefit from the annuity’s features other than tax deferral. These features may include guaranteed lifetime income, death benefits without surrender charges, guaranteed caps on fees, and the ability to transfer among investment options without sales or withdrawal charges.

    The tax implications of these plans are further discussed in the SAI under the heading Taxation Under Certain Retirement Plans. Check with your tax advisor for the rules which apply to your specific situation.

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    Premature Distributions: There is a 10% penalty under the Internal Revenue Code on the taxable portion of a “premature distribution” from IRAs, IRA rollovers and SIMPLE-IRAs. The tax penalty is increased to 25% in the case of distributions from SIMPLE-IRAs during the first two years of participation. Generally, an amount is a “premature distribution” unless the distribution is:

    • made on or after you reach age 59½;
    • made to a beneficiary on or after your death;
    • made upon your disability;
    • part of a series of substantially equal periodic payments for the life or life expectancy of you or you and the beneficiary;
    • made to pay certain medical expenses;
    • for health insurance premiums while unemployed;
    • for first home purchases (up to $10,000);
    • for qualified higher education expenses;
    • for qualified disaster tax relief distributions (up to $100,000);
    • for qualified reservist distributions;
    • for amounts levied by the IRS directly against your IRA;
    • for earnings associated with refunds of excess IRA contributions paid prior to your tax filing deadline;
    • for Roth IRA conversions (assuming the conversion remains in the Roth IRA for 5 years); or
    • for transfer of IRA incident to divorce.

    For more information regarding premature distributions, please reference IRS Publication 590 and consult your tax advisor.

    Rollover IRAs

    If you receive a lump-sum distribution from a qualified retirement plan, tax-sheltered annuity or governmental 457(b) plan, you may maintain the tax-deferred status of the distribution by rolling it over into an eligible retirement plan or IRA. You can accomplish this by electing a direct rollover from the plan, or you can receive the distribution and roll it over into an eligible retirement plan or IRA within 60 days. However, if you do not elect a direct rollover from the plan, the plan is required to withhold 20% of the distribution. This amount is sent to the IRS as income tax withholding to be credited against your taxes. Amounts received prior to age 59½ and not rolled over may be subject to an additional 10% excise tax. You may roll over amounts from a qualified plan directly to a Roth IRA. As part of this rollover, previously taxed deferred funds from the qualified plan are converted to after-tax funds under a Roth IRA. Generally, the entire rollover is taxable (unless it includes after-tax dollars) and is included in gross income in the year of the rollover/conversion. For more information, please see your tax advisor.

    Roth IRAs

    The Contract may be purchased to fund a Roth IRA. Contributions to a Roth IRA are not deductible from taxable income. Subject to certain limitations, a traditional IRA, SIMPLE-IRA or SEP may be converted into a Roth IRA or a distribution from such an arrangement may be rolled over to a Roth IRA. However, a conversion or a rollover to a Roth IRA is not excludable from gross income. If certain conditions are met, qualified distributions from a Roth IRA are tax-free. For more information, please contact your tax advisor.

    Required Minimum Distributions for IRAs

    The Required Minimum Distribution (RMD) regulations dictate when individuals must start taking payments from their IRA. Generally speaking, RMDs for IRAs must begin no later than April 1 following the close of the calendar year in which you turn 70½. Thereafter, the RMD is required no later than December 31 of each calendar year.

    The RMD rules apply to traditional IRAs, as well as SEP-IRAs and SIMPLE-IRAs, during the lifetime and after the death of IRA owners. They do not, however, apply to Roth IRAs during the lifetime of the Roth IRA owner. If an individual owns more than one IRA, the RMD amount must be determined for each, but the actual distribution can be satisfied from a combination of one or more of the owner's IRAs.

    NOTE: Contractual limitations exist that may limit the ability to satisfy an individual's multiple RMD obligations via this annuity. For details, see 4. LIVING BENEFIT – GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB) -Required Minimum Distribution (RMD) Program for GMWB Riders.

    Failure to comply with the RMD rules can result in an excise tax penalty.

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    Withholding

    Annuity benefit payments and other amounts received under the Contract are subject to income tax withholding unless the recipient elects not to have taxes withheld. The amounts withheld vary among recipients depending on the tax status of the individual and the type of payments from which taxes are withheld.

    Notwithstanding the recipient’s election, withholding may be required on payments delivered outside the United States. Moreover, special “backup withholding” rules may require us to disregard the recipient’s election if the recipient fails to supply us with a “TIN” or taxpayer identification number (social security number for individuals), or if the Internal Revenue Service notifies us that the TIN provided by the recipient is incorrect.

    11. GENERAL INFORMATION ABOUT THE COMPANY

    Corporate Organization and Operation

    Principal Life Insurance Company

    Principal Life Insurance Company is a stock life insurance company with authority to transact life and annuity business in all states of the United States and the District of Columbia. Our home office is located at: Principal Financial Group, Des Moines, Iowa 50392. We are a wholly owned subsidiary of Principal Financial Services, Inc., which in turn, is a wholly owned direct subsidiary of Principal Financial Group, Inc., a publicly-traded company.

    On June 24, 1879, we were incorporated under Iowa law as a mutual assessment life insurance company named Bankers Life Association. We became a legal reserve life insurance company and changed our name to Bankers Life Company in 1911. In 1986, we changed our name to Principal Mutual Life Insurance Company. In 1998, we became Principal Life Insurance Company, a subsidiary stock life insurance company of Principal Mutual Holding Company, as part of a reorganization into a mutual insurance holding company structure. In 2001, Principal Mutual Holding Company converted to a stock company through a process called demutualization, resulting in our current organizational structure.

    Principal Life Insurance Company Separate Account B

    The Separate Account was established under Iowa law on January 12, 1970 and was registered as a unit investment trust with the SEC on July 17, 1970. This registration does not involve SEC supervision of the investments or investment policies of the Separate Account. We do not guarantee the investment results of the Separate Account. There is no assurance that the value of your Contract will equal the total of the payments you make to us.

    The Separate Account is not affected by the rate of return of our general account or by the investment performance of any of our other assets. Any income, gain, or loss (whether or not realized) from the assets of the Separate Account are credited to or charged against the Separate Account without regard to our other income, gains, or losses. Assets of the Separate Account attributed to the reserves and other liabilities under the Contract may not be charged with liabilities arising from any of our other businesses.

    Any Contract obligations in excess of the Separate Account value (for example, annuity benefit payments, death benefit payment(s) and guaranteed minimum withdrawal benefit payments) become obligations of the General Account and will be subject to the rights of the Company’s other creditors and its overall claims paying ability.

    The Separate Account is divided into divisions. The assets of each division invest in a corresponding underlying mutual fund. New divisions may be added and made available. Divisions may also be eliminated. These changes will be made in a manner that is consistent with applicable laws and regulations.

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    The Underlying Mutual Funds

    The underlying mutual funds are registered under the Investment Company Act of 1940 as open-end investment management companies. The underlying mutual funds provide the investment vehicles for the Separate Account. A full description of the underlying mutual funds, the investment objectives, policies and restrictions, charges and expenses and other operational information are contained in the accompanying prospectuses (which should be read carefully before investing) and the Statement of Additional Information (“SAI”). You may request additional copies of these documents without charge from your registered representative or by calling us at 1-800-852-4450.

    We purchase and sell shares of the underlying mutual fund for the Separate Account at their net asset value. Shares represent interests in the underlying mutual fund available for investment by the Separate Account. Each underlying mutual fund corresponds to one of the divisions. The assets of each division are separate from the others. A division’s performance has no effect on the investment performance of any other division.

    The underlying mutual funds are NOT available to the general public directly. The underlying mutual funds are available only as investment options in variable life insurance policies or variable annuity contracts issued by life insurance companies and qualified plans. Some of the underlying mutual funds have been established by investment advisers that manage publicly traded mutual funds having similar names and investment objectives. While some of the underlying mutual funds may be similar to, and may in fact be modeled after publicly traded mutual funds, you should understand that the underlying mutual funds are not otherwise directly related to any publicly traded mutual fund. Consequently, the investment performance of any underlying mutual fund may differ substantially from the investment performance of a publicly traded mutual fund.

    The Table of Separate Account Divisions included later in this prospectus contains a brief summary of the investment objectives and a listing of the advisor and, if applicable, sub-advisor for each division.

    Deletion or Substitution of Separate Account Divisions

    We reserve the right, within the law, to make additions, deletions and substitutions for the divisions. We will make no such substitution or deletion without first notifying you and obtaining approval of the appropriate insurance regulatory authorities and the SEC (to the extent required by 1940 Act).

    If the shares of a division are no longer available for investment or if, in the judgment of our management, investment in a division becomes inappropriate for the purposes of our contract, we may eliminate the shares of a division and substitute shares of another division of the Trust or another open-end registered investment company. Substitution may be made with respect to both existing investments and the investment of future premium payments.

    If we eliminate divisions, you may change allocation percentages and transfer any value in an affected division to another division(s) without charge. You may exercise this exchange privilege until the later of 60 days after a) the effective date of the additions, deletions and/or substitutions of the change, or b) the date you receive notice of the options available. You may only exercise this right if you have any value in the affected division(s).

    We also reserve the right to establish additional divisions, each of which would invest in a separate underlying mutual fund with a specified investment objective.

    Voting Rights

    We vote shares of the underlying mutual funds owned by the Separate Account according to the instructions of Contract owners.

    We will notify you of shareholder meetings of the mutual funds underlying the divisions in which you hold units. We will send you proxy materials and instructions for you to provide voting instructions to us. We will arrange for the handling and tallying of proxies received from you and other owners. If you give no voting instructions, we will vote those shares in the same proportion as shares for which we received instructions. Because there is no required minimum number of votes, a small number of votes can have a disproportionate effect.

    We determine the number of fund shares that you may instruct us to vote by allocating one vote for each $100 of accumulated value in the division. Fractional votes are allocated for amounts less than $100. We determine the number of underlying fund shares you may instruct us to vote as of the record date established by the underlying mutual fund for its shareholder meeting. In the event that applicable law changes or we are required by regulators to disregard voting instructions, we may decide to vote the shares of the underlying mutual funds in our own right.

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    Legal Opinions

    Legal matters applicable to the issue and sale of the Contracts, including our right to issue Contracts under Iowa Insurance Law, have been passed upon by Karen Shaff, General Counsel and Executive Vice President.

    Legal Proceedings

    There are no legal proceedings pending for which the following would be adversely affected in a material way: Separate Account B, the Company; any subsidiary of the Company; principal underwriter; or depositor.

    Other Variable Annuity Contracts

    The Company currently offers other variable annuity contracts that participate in Separate Account B. In the future, we may designate additional group or individual variable annuity contracts as participating in Separate Account B.

    Householding

    To avoid sending duplicate copies of materials to owners, only one copy of the prospectus and annual and semi-annual reports for the funds will be mailed to owners having the same name and address on our records. The consolidation of these mailings, called householding, benefits us through reduced mailing expense. If you want to receive multiple copies of these materials, you may call us at 1-800-852-4450. You may also notify us in writing. Individual copies of prospectuses and reports will be sent to you within thirty (30) days after we receive your request to stop householding.

    Payments to Financial Intermediaries

    The Company pays compensation to broker-dealers, financial institutions, and other parties (“Financial Intermediaries”) for the sale of the Contract according to schedules in the sales agreements and other agreements reached between the Company and the Financial Intermediaries. Such compensation generally consists of commissions on premiums paid on the Contract. The Company and/or its affiliates may also pay other amounts (“Additional Payments”) that include, but are not limited to, marketing allowances, expense reimbursements, and educational payments. These Additional Payments are designed to provide incentives for the sale of the Contracts as well as other products sold by the Company and may influence the Financial Intermediaries or their registered representatives to recommend the purchase of this Contract over competing annuity contracts or other investment products. You may ask your registered representative about these differing and divergent interests, how your registered representative is personally compensated, and how your registered representative’s broker-dealer is compensated for soliciting applications for the Contract.

    We and/or our affiliates provide services to and/or funding vehicles for welfare benefit plans, retirement plans and employer sponsored benefits. We and our affiliates may pay a bonus or other consideration or incentive to brokers or dealers:

    • if a participant in such a welfare benefit or retirement plan or an employee covered under an employer sponsored benefit purchases an individual product with the assistance of a registered representative of an affiliate of ours;
    • if a participant in such a retirement plan establishes a rollover individual retirement account with the assistance of a registered representative of an affiliate of ours;
    • if the broker or dealer sold the funding vehicle the welfare benefit or retirement plan or employer sponsored benefit utilizes; or
    • based on the broker's or dealer's relationship to the welfare benefit or retirement plan or employer sponsored benefit.

    The broker or dealer may pay to its financial professionals some or all of the amounts we pay to the broker or dealer.

    81


     

    Service Arrangements and Compensation

    The Company has entered into agreements with the distributors, advisers, and/or the affiliates of some of the mutual funds underlying the Contract and receives compensation for providing certain services including, but not limited to, distribution and operational support services, to the underlying mutual fund. Fees for these services are paid periodically (typically, quarterly or monthly) based on the average daily net asset value of shares of each fund held by the Separate Account and purchased at the Contract owners’ instructions. Because the Company receives such fees, it may be subject to competing interests in making these funds available as investment options under the Contract. The Company takes into consideration the anticipated payments from underlying mutual funds when it determines the charges assessed under the Contract. Without these payments, charges under the Contract are expected to be higher.

    Mutual Fund Diversification

    The United States Treasury Department has adopted regulations under Section 817(h) of the Internal Revenue Code which establishes standards of diversification for the investments underlying the Contracts. Under this Internal Revenue Code Section, Separate Account investments must be adequately diversified in order for the increase in the value of non-qualified contracts to receive tax-deferred treatment. In order to be adequately diversified, the portfolio of each underlying mutual fund must, as of the end of each calendar quarter or within 30 days thereafter, have no more than 55% of its assets invested in any one investment, 70% in any two investments, 80% in any three investments and 90% in any four investments. Failure of an underlying mutual fund to meet the diversification requirements could result in tax liability to non-qualified contract holders.

    The investment opportunities of the underlying mutual funds could conceivably be limited by adhering to the above diversification requirements. This would affect all owners, including owners of Contracts for whom diversification is not a requirement for tax-deferred treatment.

    State Regulation

    The Company is subject to the laws of the State of Iowa governing insurance companies and to regulation by the Iowa Insurance Division. An annual statement in a prescribed form must be filed by March 1 in each year covering our operations for the preceding year and our financial condition on December 31 of the prior year. Our books and assets are subject to examination by the Commissioner of Insurance of the State of Iowa, or the Commissioner’s representatives, at all times. A full examination of our operations is conducted periodically by the National Association of Insurance Commissioners. Iowa law and regulations also prescribe permissible investments, but this does not involve supervision of the investment management or policy of the Company.

    In addition, we are subject to the insurance laws and regulations of other states and jurisdictions where we are licensed to operate. Generally, the insurance departments of these states and jurisdictions apply the laws of the state of domicile in determining the field of permissible investments.

    Independent Registered Public Accounting Firm

    The financial statements of Principal Life Insurance Company Separate Account B and the consolidated financial statements of Principal Life Insurance Company are included in the SAI. Those statements have been audited by Ernst & Young LLP, independent registered public accounting firm, 801 Grand Avenue, Des Moines, Iowa 50309, for the periods indicated in their reports which also appear in the SAI.

    Financial Statements

    The consolidated financial statements of Principal Life Insurance Company which are included in the SAI should be considered only as they relate to our ability to meet our obligations under the Contract. They do not relate to investment performance of the assets held in the Separate Account.

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    12. TABLE OF SEPARATE ACCOUNT DIVISIONS
     
     
    AllianceBernstein Small/Mid Cap Value Division
     
    Invests in: AllianceBernstein Variable Products Series Small/Mid Cap Value
      Portfolio - Class A
    Investment Advisor: AllianceBernstein L.P.
    Investment Objective: seeks long-term growth of capital.
     
     
    American Century VP Inflation Protection Division
     
    Invests in: American Century VP Inflation Protection Fund – Class II
    Investment Advisor: American Century Investment Management, Inc.
    Investment Objective: seeks long-term total return using a strategy that seeks to protect against
      U.S. inflation.
     
     
    American Century VP Mid Cap Value Division
     
    Invests in: American Century VP Mid Cap Value Fund – Class II
    Investment Advisor: American Century Investment Management, Inc.
    Investment Objective: seeks long-term capital growth. Income is a secondary objective.
     
     
    American Century VP Ultra Division
     
    Invests in: American Century VP Ultra Fund – Class II
    Investment Advisor: American Century Investment Management, Inc.
    Investment Objective: seeks long-term capital growth.
     
     
    Delaware Small Cap Value Division (this fund is available beginning May 18, 2013)
     
    Invests in: Delaware VIP Small Cap Value Series - Service Class
    Investment Advisor: Delaware Management Company
    Investment Objective: seeks capital appreciation.
     
     
    Dreyfus Investment Portfolio Technology Growth Division
     
    Invests in: Dreyfus Investment Portfolio Technology Growth Portfolio – Service Shares
    Investment Advisor: The Dreyfus Corporation
    Investment Objective: seeks capital appreciation.
     
     
    DWS Small Mid Cap Value Division
     
    Invests in: DWS Small Mid Cap Value VIP - Class B
    Investment Advisor: Dreman Value Management, L.L.C. through a sub-advisory
      agreement with Deutsche Investment Management Americas Inc.
    Investment Objective: seeks long-term capital appreciation.

     

    83


     

                             Fidelity VIP Contrafund® Division
     
    Invests in: Fidelity VIP Contrafund® Portfolio – Service Class 2
    Investment Advisor: Fidelity Management & Research Company
    Investment Objective: seeks long-term capital appreciation.
     
     
                           Fidelity VIP Equity-Income Division
     
    Invests in: Fidelity VIP Equity-Income Portfolio – Service Class 2
    Investment Advisor: Fidelity Management & Research Company
    Investment Objective: seeks reasonable income. The fund will also consider the potential for
      capital appreciation. The fund’s goal is to achieve a yield which exceeds the
      composite yield on the securities comprising the Standard & Poor’s 500(sm )
      Index (S&P 500® ).
     
     
    Fidelity VIP Growth Division  
     
    Invests in: Fidelity VIP Growth Portfolio – Service Class 2
    Investment Advisor: Fidelity Management & Research Company
    Investment Objective: seeks to achieve capital appreciation.
     
     
    Fidelity VIP Mid Cap Division  
     
    Invests in: Fidelity VIP Mid Cap Portfolio – Service Class 2
    Investment Advisor: Fidelity Management & Research Company
    Investment Objective: seeks long-term growth of capital.
     
     
    Fidelity VIP Overseas Division  
     
    Invests in: Fidelity VIP Overseas Portfolio – Service Class 2
    Investment Advisor: Fidelity Management & Research Company
    Investment Objective: seeks long-term growth of capital.
     
     
    Franklin Small Cap Value Division
     
    Invests in: Franklin Templeton VIP Trust - Franklin Small Cap Value Securities Fund -
      Class 2
    Investment Advisor: Franklin Advisers Services, LLC.
    Investment Objective: seeks long-term total return.
     
     
    Goldman Sachs VIT Mid Cap Value Division
     
    Invests in: Goldman Sachs VIT – Goldman Sachs Mid Cap Value Fund –
      Institutional Shares
    Investment Advisor: Goldman Sachs Asset Management, L.P.
    Investment Objective: seeks long-term capital appreciation.

     

    84


     

    Goldman Sachs VIT Structured Small Cap Equity Division
     
    Invests in: Goldman Sachs VIT – Goldman Sachs Structured Small Cap Equity Fund -
      Institutional Shares
    Investment Advisor: Goldman Sachs Asset Management, L.P.
    Investment Objective: seeks long-term growth of capital.
     
     
    Invesco International Growth Division
     
    Invests in: Invesco V.I. International Growth Fund – Series I Shares
    Investment Advisor: Invesco Advisors, Inc.
    Investment Objective: seeks long-term growth of capital.
     
     
    Invesco Small Cap Equity Division
     
    Invests in: Invesco V.I. Small Cap Equity Fund –Series I Shares
    Investment Advisor: Invesco Advisors, Inc.
    Investment Objective: seeks long-term growth of capital.
     
     
    Invesco Value Opportunities Division
     
    Invests in: Invesco V.I. Van Kampen V.I. Value Opportunities Division Fund –
      Series I Shares
    Investment Advisor: Invesco Advisors, Inc.
    Investment Objective: seeks long-term growth of capital.
     
     
    MFS VIT New Discovery Division
     
    Invests in: MFS® VIT New Discovery Series - Service Class
    Investment Advisor: Massachusetts Financial Services Company
    Investment Objective: seeks capital appreciation.
     
     
    MFS VIT Utilities Division  
     
    Invests in: MFS VIT Utilities Series - Service Class
    Investment Advisor: Massachusetts Financial Services Company
    Investment Objective: seeks total return.
     
     
    MFS VIT Value Division  
     
    Invests in: MFS VIT Value Series - Service Class
    Investment Advisor: Massachusetts Financial Services Company
    Investment Objective: seeks capital appreciation.

     

    85


     

    Neuberger Berman AMT Large Cap Value Division
     
    Invests in: Neuberger Berman AMT Large Cap Value Portfolio – Class I
    Investment Advisor: Neuberger Berman LLC through a sub-advisory agreement with Neuberger
      Berman Management LLC
    Investment Objective: seeks growth of capital.
     
     
    Neuberger Berman AMT Socially Responsive Division
     
    Invests in: Neuberger Berman AMT Socially Responsive Portfolio – Class I
    Investment Advisor: Neuberger Berman LLC through a sub-advisory agreement with Neuberger
      Berman Management LLC
    Investment Objective: seeks long-term growth of capital by investing primarily in securities of
      companies that meet the fund’s financial criteria and social policy.
     
     
    PIMCO All Asset Division  
     
    Invests in: PIMCO VIT All Asset Portfolio - Administrative Class
    Investment Advisor: Research Affiliates, LLC through a sub-advisory agreement with Pacific
      Investment Management Company LLC (PIMCO)
    Investment Objective: seeks maximum real return consistent with preservation of real capital and
      prudent investment management.
     
     
    PIMCO High Yield Division  
     
    Invests in: PIMCO VIT High Yield Portfolio - Administrative Class
    Investment Advisor: Pacific Investment Management Company LLC
    Investment Objective: seeks maximum total return, consistent with preservation of capital and
      prudent investment management.
     
     
    PIMCO Total Return Division  
     
    Invests in: PIMCO VIT Total Return Portfolio - Administrative Class
    Investment Advisor: Pacific Investment Management Company, LLC
    Investment Objective: seeks maximum total return, consistent with preservation of capital and
      prudent investment management.
     
     
    Bond & Mortgage Securities Division
     
    Invests in: Principal Variable Contracts Funds Bond & Mortgage Securities Account –
      Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to provide current income.

     

    86


     

    Diversified Balanced Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Diversified Balanced Account - Class 2
    Investment Advisor: Principal Management Corporation
    Investment Objective: seeks to provide as high a level of total return (consisting of reinvested
      income and capital appreciation) as is consistent with reasonable risk.
     
     
    Diversified Growth Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Diversified Growth Account - Class 2
    Investment Advisor: Principal Management Corporation
    Investment Objective: seeks to provide long-term capital appreciation.
     
     
    Diversified Income Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Diversified Income Account - Class 2
    Investment Advisor: Principal Management Corporation
    Investment Objective: seeks to provide as high a level of total return (consisting of reinvested
      income and capital appreciation) as is consistent with reasonable risk.
     
     
    Diversified International Division
     
    Invests in: Principal Variable Contracts Funds Diversified International Account – Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    Equity Income Division  
     
    Invests in: Principal Variable Contracts Funds Equity Income Account – Class 1
    Investment Advisor: Edge Asset Management, Inc. through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to seek to provide a relatively high level of current income and long-
      term growth of income and capital.
     
     
    Government & High Quality Bond Division
     
    Invests in: Principal Variable Contracts Funds Government & High Quality Bond
      Account – Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks a high level of current income consistent with safety and liquidity.

     

    87


     

    International Emerging Markets Division
     
    Invests in: Principal Variable Contracts Funds International Emerging Markets Account
      – Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    LargeCap Blend II Division  
     
    Invests in: Principal Variable Contracts Funds LargeCap Blend Account II – Class 1
    Investment Advisor: T. Rowe Price Associates, Inc. and ClearBridge Investments, LLC through
      sub-advisory agreements with Principal Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    LargeCap Growth Division  
     
    Invests in: Principal Variable Contracts Funds LargeCap Growth Account – Class 1
    Investment Advisor: Columbus Circle Investors through a sub-advisory agreement with Principal
      Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    LargeCap Growth I Division  
     
    Invests in: Principal Variable Contracts Funds LargeCap Growth Account I – Class 1
    Investment Advisor: T. Rowe Price Associates through a sub-advisory agreement and Brown
      Investment Advisory Incorporated through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    LargeCap S&P 500 Index Division
     
    Invests in: Principal Variable Contracts Funds LargeCap S&P 500 Index Account –
      Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    LargeCap Value Division  
     
    Invests in: Principal Variable Contracts Funds LargeCap Value Account – Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with Principal
      Management Corporation
    Investment Objective: seeks long-term growth of capital.

     

    88


     

    MidCap Division  
     
    Invests in: Principal Variable Contracts Funds MidCap Account - Class 1 (fka Principal
      Variable Contracts Funds MidCap Blend Account – Class 1)
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with Principal
      Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    Money Market Division  
     
    Invests in: Principal Variable Contracts Funds Money Market Account - Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with Principal
      Management Corporation
    Investment Objective: seeks as high a level of current income as is considered consistent with
      preservation of principal and maintenance of liquidity.
     
     
    Principal Capital Appreciation Division
     
    Invests in: Principal Variable Contracts Funds Principal Capital Appreciation Account –
      Class 1
    Investment Advisor: Edge Asset Management, LLC through a sub-advisory agreement with Principal
      Management Corporation
    Investment Objective: seeks to provide long-term growth capital.
     
     
    Principal LifeTime 2010 Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Principal LifeTime 2010 Account –
      Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with Principal
      Management Corporation
    Investment Objective: seeks a total return consisting of long-term growth of capital and current income.
     
     
    Principal LifeTime 2020 Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Principal LifeTime 2020 Account – Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with Principal
      Management Corporation
    Investment Objective: seeks a total return consisting of long-term growth of capital and current income.
     
     
    Principal LifeTime 2030 Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Principal LifeTime 2030 Account –
      Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks a total return consisting of long-term growth of capital and current
      income.

     

    89


     

    Principal LifeTime 2040 Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Principal LifeTime 2040 Account –
      Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks a total return consisting of long-term growth of capital and current
      income.
     
     
    Principal LifeTime 2050 Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Principal LifeTime 2050 Account –
      Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks a total return consisting of long-term growth of capital and current
      income.
     
     
    Principal LifeTime Strategic Income Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Principal LifeTime Strategic Income
      Account – Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks current income, and as a secondary objective, capital appreciation.
     
     
    Real Estate Securities Division
     
    Invests in: Principal Variable Contracts Funds Real Estate Securities Account – Class 1
    Investment Advisor: Principal Real Estate Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to generate a total return.
     
     
    Short-Term Income Division  
     
    Invests in: Principal Variable Contracts Funds Short-Term Income Account - Class 1
    Investment Advisor: Edge Asset Management, Inc. through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to provide as high a level of current income as is consistent with
      prudent investment management and stability of principal.
     
     
    SmallCap Blend Division  
     
    Invests in: Principal Variable Contracts Funds SmallCap Blend Account - Class 1
    Investment Advisor: Principal Global Investors, LLC through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks long-term growth of capital.

     

    90


     

    SmallCap Growth II Division  
     
    Invests in: Principal Variable Contracts Funds SmallCap Growth Account II – Class 1
    Investment Advisor: Emerald Advisors, Inc. through a sub-advisory agreement with Principal
      Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    SmallCap Value I Division  
     
    Invests in: Principal Variable Contracts Funds SmallCap Value Account I – Class 1
    Investment Advisor: J.P. Morgan Investment Management, Inc., through a sub-advisory
      agreement with Principal Management Corporation
    Investment Objective: seeks long-term growth of capital.
     
     
    SAM Balanced Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Strategic Asset Management Balanced
      Portfolio – Class 1
    Investment Advisor: Edge Asset Management, Inc. through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to provide a high level of total return (consisting of reinvested income
      and capital appreciation), as is consistent with reasonable risk. In general,
      relative to the other Portfolios, the Balanced Portfolio should offer investors
      the potential for a medium level of income and medium level of capital
      growth, while exposing them to a medium level of principal risk.
     
     
    SAM Conservative Balanced Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Strategic Asset Management Portfolios -
    Conservative Balanced Portfolio – Class 1
    Investment Advisor: Edge Asset Management, Inc. through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to provide a high level of total return (consisting of reinvestment of
      income and capital appreciation), consistent with a moderate degree of
      principal risk. In general, relative to the other Portfolios, the Conservative
      Balanced Portfolio should offer investors the potential for a medium to high
      level of income and a medium to low level of capital growth, while exposing
      them to a medium to low level of principal risk.
     
     
    SAM Conservative Growth Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Strategic Asset Management Portfolios -
      Conservative Growth Portfolio – Class 1
    Investment Advisor: Edge Asset Management, Inc. through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to provide long-term capital appreciation. In general, relative to the
      other Portfolios, the Conservative Growth Portfolio should offer investors the
      potential for a low to medium level of income and a medium to high level of
      capital growth, while exposing them to a medium to high level of principal
      risk.

     

    91


     

    SAM Flexible Income Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Strategic Asset Management Portfolios -
      Flexible Income Portfolio – Class 1
    Investment Advisor: Edge Asset Management, Inc. through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to provide a high level of total return (consisting of reinvestment of
      income with some capital appreciation). In general, relative to the other
      Portfolios, the Flexible Income Portfolio should offer investors the potential for
      a high level of income and a low level of capital growth, while exposing them
      to a low level of principal risk.
     
     
    SAM Strategic Growth Division (This underlying mutual fund is a fund of funds.)
     
    Invests in: Principal Variable Contracts Funds Strategic Asset Management Portfolios -
      Strategic Growth Portfolio – Class 1
    Investment Advisor: Edge Asset Management, Inc. through a sub-advisory agreement with
      Principal Management Corporation
    Investment Objective: seeks to provide long-term capital appreciation. In general, relative to the
      other Portfolios, the Strategic Growth Portfolio should offer investors the
      potential for a high level of capital growth, and a corresponding level of
      principal risk
     
     
    T. Rowe Price Blue Chip Growth Division
     
    Invests in: T. Rowe Price Blue Chip Growth Portfolio – II
    Investment Advisor: T. Rowe Price Associates Inc.
    Investment Objective: seeks to provide long-term capital growth. Income is a secondary objective.
     
     
    T. Rowe Price Health Sciences Division
     
    Invests in: T. Rowe Price Health Sciences Portfolio – II
    Investment Advisor: T. Rowe Price Associates Inc.
    Investment Objective: seeks long-term capital appreciation.
     
     
    Van Eck VIP Global Hard Assets Division
     
    Invests in: Van Eck VIP Global Hard Assets Fund - Class S Shares
    Investment Advisor: Van Eck Associates Corporation
    Investment Objective: seeks long-term capital appreciation by investing primarily in "hard asset"
      securities. Income is a secondary consideration.

     

    92


     

    13. REGISTRATION STATEMENT

    This prospectus (Part A of the registration statement) omits some information contained in the Statement of Additional Information (Part B of the registration statement) and Part C of the registration statement which the Company has filed with the SEC. The SAI is hereby incorporated by reference into this prospectus. You may request a free copy of the SAI by contacting your registered representative or calling us at 1-800-852-4450.

    Information about the Contract (including the Statement of Additional Information and Part C of the registration statement) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information on the operation of the public reference room may be obtained by calling the Commission at 202-551-8090. Reports and other information about the Contract are available on the Commission’s internet site at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, 100 F Street NE, Washington, D.C. 20549-0102.

    The registration numbers for the Contract are 333-116220 and 811-02091.  
     
    14. TABLE OF CONTENTS OF THE SAI  
     
    General Information and History 3
    Independent Registered Public Accounting Firm 3
    Principal Underwriter 3
    Calculation of Performance Data 3
    Taxation Under Certain Retirement Plans 10
    Principal Life Insurance Company Separate Account B  
    Report of Independent Registered Public Accounting Firm 14
    Financial Statements 15
    Principal Life Insurance Company  
    Report of Independent Registered Public Accounting Firm 163
    Consolidated Financial Statements 164

     

    To obtain a copy of the Statement of Additional Information, free of charge, write or telephone:

    Princor Financial Services Corporation a company of the Principal Financial Group Des Moines, IA 50392-2080 Telephone: 1-800-852-4450

    93


     

    APPENDIX A - PRINCIPAL VARIABLE ANNUITY EXCHANGE OFFER
     
    Principal Variable Annuity Exchange Offer (“exchange offer”)
     
    This exchange offer was made available effective January 4, 2010. Original owners of an eligible Principal variable
    annuity contract (“old contract”) may elect to exchange their old contract for a new Principal Investment Plus Variable
    Annuity contract ("new contract") subject to the exchange offer terms and conditions. To determine if it is in your best
    interest to participate in the exchange offer, we recommend that you consult with your tax advisor and financial
    professional before electing to participate in the exchange offer.
     
    You are eligible to participate in the exchange offer when:
     
    · Your old contract is not subject to any surrender charges; and
    · Available in your state.
     
    Exchange Offer Terms and Conditions
     
    · You must qualify for and elect either the Principal Income Builder 3 or Principal Income Builder 10 rider. To
      qualify for a GMWB rider, you (or the annuitant if the original owner is a non-natural person) must be between the
      ages of 45 and 80.
    · You must receive a current prospectus for the new contract.
    · You must complete all required exchange offer forms.
    · The Premium Payment Credit Rider is not available on the new contract.
    · If we approve your application to participate in the exchange offer, you are directing that all of your investment
      options under your old contract be terminated. The resulting amount will be transferred to your new contract and
      allocated as you direct. Election of the Principal Income Builder 3 or Principal Income Builder 10 rider results in
      restriction of your Contract investment options to the more limited GMWB investment options (review this
      prospectus in its entirety for full details).
    · The amount being exchanged to the new contract cannot be allocated to the DCA Plus accounts.
    · Any new premium payments (excluding the amount transferred under this exchange offer) you make to the new
      contract are subject to surrender charges.
    · At Contract issue, the death benefit under your new contract will be the greater of the death benefit under your
      old contract on the exchange date or the death benefit under the new contract.
    · We reserve the right to require you to return your old contract to us. Upon issuing you a new contract, your old
      contract will terminate.
    · The exchange offer is not available for partial exchanges.
    · Only one old contract can be exchanged for one new contract.
     
    Exchange Offer Duration
     
    Currently, there is no closing date for the exchange offer. We reserve the right, however, to modify the exchange
    offer commencement date and to modify or terminate the exchange offer upon reasonable written notice to you.
     
    IMPORTANT CONSIDERATIONS
     
    An exchange may or may not be in your best interest.
     
    The features and benefits, investment options, and charges and deductions of the new contract differ from those of
    your old contract. For your convenience, we have provided the following chart with a side-by-side summary
    comparison of the features and costs of your old contract and the new contract available under the exchange offer.
     
    There may be additional differences important for you to consider prior to making an exchange. You should carefully
    review this prospectus and compare it to the old contract prospectus before deciding to make an exchange. To
    obtain a prospectus, please contact us at 1-800-852-4450.

     

    Appendix A – Principal Variable Annuity Exchange Offer

    94


     

    Summary Comparison* of Principal Variable Annuity and
    Investment Plus Variable Annuity with GMWB Rider

    To participate in the exchange offer you must elect either the Principal Income Builder 3 or Principal Income Builder 10 rider.

    NOTE: Prior to August 1, 2013, earlier versions of the Principal Income Builder 3 (PIB 3) and Principal Income Builder 10 (PIB 10) GMWB riders were available. If you are purchasing one of these riders in a state that has not approved the most recent version, see Appendix E for PIB 3 or Appendix F for PIB 10. Consult with your registered representative to determine which states have not approved the most recent version.

    A. Features Principal Variable Annuity Investment Plus Variable Annuity
    GMWB Rider(s) Not available Principal Income Builder 3
        Principal Income Builder 10
     
     
    GMWB investment options Not applicable Diversified Balanced Account
        Diversified Growth Account
        Diversified Income Account
    Fixed Rate Options (including 2 1 year - Fixed Account 1 year - Fixed Account
    dollar-cost averaging options) 6 month - DCA Plus account 6 month - DCA Plus account***
      12 month - DCA Plus account 12 month - DCA Plus account***
    Automatic Portfolio Rebalancing Quarterly, Semi-Annually, Annually Calendar Quarterly (required with
        GMWB riders)
    No. of Free Division Transfers/ 12 1
    contract year    
     
    B. Annuitization Principal Variable Annuity Investment Plus Variable Annuity
    Annuity Benefit Payments First Any time Any time on/after the first Contract
    Available   anniversary
    Annuity Benefit Payments Fixed annuity benefit payments Same
    Annuity Mortality Table 1983a Annuity Mortality Table Annuity 2000 Mortality Table
    Annuity Benefit Payment Options Fixed period; life income; life Same
      income with fixed period; custom  
      options  

     

    Appendix A – Principal Variable Annuity Exchange Offer

    95


     

    C. Death Benefit Principal Variable Annuity Investment Plus Variable Annuity

     

    Death Benefit   An amount equal to the greatest of   An amount equal to the greatest of
            (i) total premium payments less
        (i) total premium payments less     surrenders, or
          surrenders, or   (ii) Contract value, or
        (ii) Contract value, or   (iii)      7 year Step-Up
    (iii) 7 year Step-Up
              For partial surrenders from
        For partial surrenders from old   Contracts with applications signed
        contracts prior to November 23,   prior to August 1, 2013, the death
        2003, the death benefit is   benefit is reduced proportionately for
        reduced by the amount of each   each withdrawal.
        withdrawal.      
              For partial surrenders from
        For partial surrenders from old   Contracts with applications signed
        contracts issued on or after   on or after August 1, 2013;
        November 23, 2003, the death   withdrawals that are not For Life
        benefit is reduced proportionately   excess withdrawals will reduce the
        for each withdrawal.   GMWB Death Benefit by the amount
              of withdrawal. Any For Life excess
              withdrawal amounts reduce the
              GMWB Death Benefit
              proportionately.
     
              See the Death Benefit section in this
              appendix for more details.
    Optional Enhanced Death Benefit   Available   Not available
    Rider            
    Payable   1st owner or annuitant to die   1st owner to die
     
    D. Fees and Charges   Principal Variable Annuity   Investment Plus Variable Annuity
    Annual Fee (waived for Contracts            
    with accumulated value of   Lesser of $30 or 2% of Contract      
    $30,000 or more)   accumulated value   Same
    Mortality and Expense Risks            
    Charge**   1.25% Same
    Administration Charge** (on an   Maximum: 0.15%   Maximum: 0.15%
    annual basis)            
        Current: 0.05%   Current: 0.15%
    Available Underlying Mutual Fund   Maximum Annual: 1.34%   Maximum Annual: 0.57%
    Expenses****            
        Minimum Annual: 0.26%   Minimum Annual: 0.55%
    Principal Income Builder 3 Rider   Not available   Maximum Annual: 1.65%
    Charge – Taken as % of average            
    quarterly For Life withdrawal         Current Annual: 1.05%
    benefit base.            
     
    -OR-            
     
    Principal Income Builder 10 Rider   Not available   Maximum Annual: 2.00%
    Charge - Taken as % of average            
    quarterly Investment Back         Current Annual: 1.20%
    withdrawal benefit base.            

     

    Appendix A – Principal Variable Annuity Exchange Offer

    96


     

    E. Transaction Charges Principal Variable Annuity Investment Plus Variable Annuity
    Surrender Charge Period and % 7 years (6,6,6,5,4,3,2) 7 years (6,6,6,5,4,3,2)
    of amount surrendered (applies    
    only to new premium payments) 9 years (8,8,8,8,7,6,5,4,3) if you Premium Payment Credit Rider not
      elected the Purchase Payment available
      Credit Rider  
    Unscheduled Partial Surrender Maximum: lesser of $25 or 2% of Maximum: lesser of $25 or 2% of
      each unscheduled partial each unscheduled partial surrender
      surrender after the 1st in a after the 12th in a contract year.
      contract year.  
     
      Current: $0/0% Current $0/0%
    Unscheduled Transfers Maximum: lesser of $30 or 2% of Maximum: lesser of $30 or 2% of
      each unscheduled transfer after each unscheduled transfer after the
      the 12th in a contract year. 1st in a contract year.
     
      Current: $0/0% Current: $0/0%

     

    *      Does not reflect state variations.
    **      Charges taken daily as a percentage of the average daily Separate Account division value.
    ***      Only available for new premium payments. The DCA Plus Accounts are not available for the amount being exchanged.
    ****      For the new contract, only maximum and minimum charges for the GMWB investment options are reflected.

    Charges and Expenses

    The new contract and your old contract have different annual expenses, different transaction charges, and different investment options that may result in different underlying mutual fund expenses.

    Surrender Charges

    Under the exchange offer, surrender charges will not apply on any amounts transferred from the old contract to the new contract. Surrender charges under the new contract will only apply to new contract premium payments.

    Death Benefit

    The death benefit in the new contract will be calculated as specified in the prospectus for the new contract. At the time of the exchange, the death benefit from the old contract will be transferred to the new contract and will be adjusted for new premium payments made and withdrawals taken under the new contract.

    Upon your death, we will pay the greater of the new contract death benefit or the old contract death benefit adjusted as described above.

    GMWB Rider

    The new contract offers GMWB riders (Principal Income Builder 3 or Principal Income Builder 10) not available under the old contract. A GMWB rider allows you to take certain guaranteed annual withdrawals, regardless of your

    Contract accumulated value.

    You may add only one GMWB rider to your Contract. You must qualify for and elect either the Principal Income Builder 3 or Principal Income Builder 10 rider when you purchase the new contract.

    Once elected, the Principal Income Builder 3 or Principal Income Builder 10 rider may not be terminated for 5 contract years following the rider effective date.

    Appendix A – Principal Variable Annuity Exchange Offer

    97


     

    Election of a GMWB rider results in restriction of your Contract investment options to the more limited GMWB
    investment options (additional information is included in the new contract prospectus). The GMWB investment
    options reflect a balanced investment objective that is intended to support the rider guarantees. If your investment
    objective is aggressive growth, the rider investment restrictions may not support your investment objective.
     
    Principal Income Builder 3
    The Principal Income Builder 3 rider offers an annual Step-Up feature. The GMWB Step-Up can increase
    your rider withdrawal benefit payments if your Contract accumulated value increases. The Contract
    accumulated value increases whenever additional premium payments are added or the division values rise
    with market growth.
     
    The Principal Income Builder 3 rider also offers a 3-year GMWB Bonus. The GMWB Bonus rewards you
    annually for not taking a withdrawal in the first 3 years of the rider. The GMWB Bonus amount will provide an
    increase to your rider withdrawal benefit payments. The GMWB Bonus does not increase your Contract
    accumulated value.
     
    The Principal Income Builder 3 rider provides your beneficiary(ies) with the GMWB Death Benefit.
     
    Principal Income Builder 10
    The Principal Income Builder 10 rider offers an annual Step-Up feature. The GMWB Step-Up can increase
    your rider withdrawal benefit payments if your Contract accumulated value increases. The Contract
    accumulated value increases whenever additional premium payments are made or the division values rise
    with market growth.
     
    The Principal Income Builder 10 rider also offers a 10-year GMWB Bonus. The GMWB Bonus rewards you
    annually for not taking a withdrawal in the first 10 years of the rider. The GMWB Bonus amount will provide
    an increase to your rider withdrawal benefit payments. The GMWB Bonus does not increase your Contract
    accumulated value.
     
    The Principal Income Builder 10 rider also allows your beneficiary(ies) to choose the GMWB Death Benefit or
    any remaining Investment Back withdrawal benefit payments available under the rider.
     
    It is important that you review the new contract prospectus in its entirety for additional information regarding the
    Principal Income Builder 3 and Principal Income Builder 10 riders and whether a GMWB rider is appropriate for your
    needs.
     
    Tax Matters
     
    Although we believe that an exchange as described in this appendix will not be a taxable event for Federal tax
    purposes, we recommend that you consult your tax advisor before electing to participate in the exchange offer.
     
    There may be differences between your old contract, as amended by tax-qualified retirement plan endorsements,
    and the new contract, as amended by similar qualified plan endorsements. If you are using the old contract in
    connection with a tax-qualified retirement plan, you should consult a tax advisor before electing to participate in the
    exchange offer. See 10. FEDERAL TAX MATTERS section of this prospectus.

     

    Appendix A – Principal Variable Annuity Exchange Offer

    98


     

    APPENDIX B — GMWB INVESTMENT OPTIONS

    While a GMWB rider is in effect, the investment options you may select are restricted. The limited investment options available under a GMWB rider (the “GMWB investment options”) reflect a balanced investment objective and if your investment goal is aggressive growth, a GMWB rider may not support your investment objective. With GMWB investment options that reflect a balanced investment objective, there is potentially a reduced likelihood that we will have to make GMWB benefit payments when the Contract value goes to zero, reaches the maximum annuitization date, or if there is a death claim.

    When you purchase a GMWB rider, you must allocate 100% of your Separate Account division value to one of the available Separate Account GMWB investment options. Any future premium payments are allocated to the GMWB investment option your Separate Account division value is invested in at the time of the new premium payments.

    The available GMWB investment options are:

    • Diversified Growth Account;
    • Diversified Balanced Account; or
    • Diversified Income Account.

    For more information about the Diversified Growth, Diversified Balanced Account and Diversified Income Account, see the underlying fund’s prospectus provided with this prospectus.

    You may allocate premium payments and transfer Contract accumulated value to the Fixed Account. You may also allocate new premium payments to the DCA Plus Accounts. Such allocations and transfers are subject to the provisions of your Contract. See 3. FIXED ACCOUNT AND DCA PLUS ACCOUNTS.

    We reserve the right to modify the list of available Separate Account divisions in a GMWB Model or modify the list of available GMWB investment options, subject to compliance with applicable regulations. We may make available other GMWB Models. We also may make changes to or restrict the availability of GMWB Models or other GMWB investment options. Changes or restrictions will apply only to new purchasers of the Contract or to you if you transfer out of a GMWB Model or investment option and wish to transfer back to that GMWB Model or investment option.

    You must stay invested in the GMWB investment options as long as the GMWB rider is in effect. Note, the rider may not be terminated for five contract years following the rider effective date.

    Transfers Between GMWB Investment Options

    You may transfer 100% of your Separate Account division value from your current GMWB investment option to one other GMWB investment option which is available at the time of the transfer. If you transfer from a discontinued GMWB investment option, you will not be able to transfer back to that GMWB investment option. You may make a transfer by providing us notice (we will effect the transfer at the price next determined after we receive your notice in good order).

    If your Separate Account division value is invested in a GMWB investment option which is no longer available with the rider but is still available under the Contract, you may continue to maintain that investment and allocate new premium payments to it. If the discontinued GMWB investment option involves more than one Separate Account division, we will rebalance your Separate Account division value each calendar quarter. You may not transfer your Separate Account division value to any other discontinued GMWB investment option. You may transfer your Separate Account division value to another GMWB investment option that is available at the time of transfer; in this case, the discontinued GMWB investment option will no longer be available to you.

    GMWB Investment Options Underlying Funds

    You should note that the GMWB investment options are series of Principal Variable Contracts Funds, Inc., which is managed by Principal Management Corporation ("PMC"), an affiliate of ours. If you wish to invest your Contract accumulated value predominantly in underlying funds that are not managed by an affiliate of ours, a GMWB rider may not be appropriate for you.

    To the extent that an underlying fund managed by PMC may be included as a GMWB investment option, PMC will receive additional compensation from the management fee of the underlying fund. However, we do not take such potential financial benefit into account in selecting the underlying fund to be a GMWB investment option.

    Appendix B – GMWB Investment Options

    99


     

    APPENDIX C – Principal Income Builder 3 Examples

    These examples have been provided to assist you in understanding the various features of the Principal Income Builder 3 GMWB rider and to demonstrate how premium payments received and withdrawals taken from the Contract affect the values and benefits under the rider. These examples are based on certain hypothetical assumptions and are for illustrative purposes only. These examples are not intended to serve as projections of future investment returns.

    NOTE: The owner’s actions determine the benefits received.

    NOTE: For the purpose of the following examples, a partial annuitization has the same effect as a partial surrender and both are referred to as a withdrawal in the following examples.

    Examples Without Excess Withdrawals

    Examples 1-5 assume the following:

    • the owner is age 62 and the owner’s spouse is age 60 on the rider effective date.
    • initial premium payment = $100,000.
    • The For Life withdrawal benefit base prior to partial surrender = $100,000.
    • “Single Life” For Life (4.25%) withdrawal benefit payment = $4,250, if withdrawals start prior to the owner attaining age 65.
    • “Joint Life” For Life (3.75%) withdrawal benefit payment = $3,750, if withdrawals start prior to the spouse attaining age 65.

    Example 1

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate the For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

    • a 7% GMWB bonus is credited to the withdrawal benefit base. The credit is $100,000 x 0.07 = $7,000.
    • there is no GMWB Step-Up because the withdrawal benefit base after the bonus is credited is larger than the Contract’s accumulated value.
    • the new For Life withdrawal benefit base is $100,000 + $7,000 = $107,000.
    • the new “Single Life” For Life withdrawal benefit payment is $107,000 x 0.0425 = $4,547.50.

    Example 2
    In contract year one:

    • no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate the For Life withdrawal benefit payment as “Single Life”.
    • the owner makes a premium payment of $50,000.

    On the first Contract anniversary:

    • a 7% GMWB bonus is credited to the withdrawal benefit base. The credit is ($100,000 + $50,000) x 0.07 = $10,500.
    • there is no GMWB Step-Up because the withdrawal benefit base after the bonus is credited is larger than the Contract’s accumulated value.
    • the new For Life withdrawal benefit base is $100,000 + $50,000 + $10,500 = $160,500.
    • the new “Single For Life” For Life withdrawal benefit payment is $160,500 x 0.0425 = $6,821.25.

    Appendix C – Principal Income Builder 3 Examples

    100


     

    Example 3

    In contract year one, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $3,750. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 3.75%.

    On the first Contract anniversary:

    • Since a withdrawal was taken in contract year one, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($100,000).
    • the “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($100,000 x .0375 = $3,750).

    Example 4

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

    • a 7% GMWB bonus is credited to the withdrawal benefit bases. The credit is $100,000 x 0.07 = $7,000.
    • there is no GMWB Step-Up because the withdrawal benefit base after the bonus is credited is larger than the Contract’s accumulated value.
    • the new For Life withdrawal benefit base is $100,000 + $7,000 = $107,000.
    • the new “Single Life” For Life withdrawal benefit payment is $107,000 x .0425 = $4,547.50.

    In contract year two, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $3,750. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 3.75%.

    On the second Contract anniversary:

    • Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($107,000).
    • the “Joint Life” For Life withdrawal benefit payment for the next contract year is $107,000 x .0375 = $4,012.50.

    In contract year three, no withdrawals are taken. The “Joint Life” For Life withdrawal benefit payment percentage remains locked-in at 3.75%.

    On the third Contract anniversary:

    • Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($107,000).
    • The “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($107,000 x .0375 = $4,012.50)

    Appendix C – Principal Income Builder 3 Examples

    101


     

    Example 5

    The owner elects the “Single Life” For Life withdrawal benefit payment, and in each of the first two contract years, takes a withdrawal of $4,250. Assume there is no GMWB Step-Up on the first Contract anniversary. On the 2nd Contract anniversary, the owner will receive GMWB Step-Up if the Contract’s accumulated value is greater than the applicable withdrawal benefit base.

    If the accumulated value on the second        
    Contract anniversary is: $ 95,000 $ 110,000
    For Life (“Single Life”)        
    Prior to step-up        
    Withdrawal Benefit Base $ 100,000 $ 100,000
    Withdrawal Benefit Payment $ 100,000 x 0.0425 = $4,250 $ 100,000 x 0.0425 = $4,250
    After step-up        
    Withdrawal Benefit Base $ 100,000 $ 110,000
    Withdrawal Benefit Payment $ 100,000 x 0.0425 = $4,250 $ 110,000 x 0.0425 = $4,675

     

    Example 6 assumes the following:

    • the owner is age 70 and the owner’s spouse is age 56 on the rider effective date.
    • initial premium payment = $100,000.
    • The For Life withdrawal benefit base prior to partial surrender = $100,000.
    • “Single Life” For Life (5.00%) withdrawal benefit payment = $5,000.
    • “Joint Life” For Life (3.50%) withdrawal benefit payment = $3,500, if withdrawals start prior to the owner’s spouse attaining age 60.

    Example 6

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

    • a 7% GMWB bonus is credited to the withdrawal benefit bases. The credit is $100,000 x 0.07 = $7,000.
    • there is no GMWB Step-Up because the withdrawal benefit base after the bonus is credited is larger than the Contract’s accumulated value.
    • the new For Life withdrawal benefit base is $100,000 + $7,000 = $107,000.
    • the new “Single Life” For Life withdrawal benefit payment is $107,000 x .0500 = $5,350.00.

    In contract year two, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $3,500. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 3.50%.

    On the second Contract anniversary:

    • Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($107,000).
    • the “Joint Life” For Life withdrawal benefit payment for the next contract year is $107,000 x .0350 = $3,745.00.

    In contract year three, no withdrawals are taken. The “Joint Life” For Life withdrawal benefit payment percentage remains locked-in at 3.50%.

    On the third Contract anniversary:

    • Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($107,000).

    The “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($107,000 x .0350 = $3,745.00)

    Appendix C – Principal Income Builder 3 Examples

    102


     

    Examples With Excess Withdrawals

    Examples 7-8 assume the following:

  • the owner is age 62 and elected “Single Life” For Life withdrawal benefit payments at the first withdrawal and
     
  • locks-in the “Single Life” For Life withdrawal benefit payment percentage at 4.25%.
  • the initial premium payment is $100,000
  • the withdrawal benefit base prior to partial surrender = $100,000
  • “Single Life” For Life (4.25%) withdrawal benefit payment = $4,250
  • Withdrawal taken = $8,000
     
  • excess amount under the For Life withdrawal option is $3,750

    Example 7

    In this example, assume the accumulated value prior to the withdrawal is $90,000.

    Withdrawal Benefit Base Calculation

    On the Contract anniversary following the withdrawal, the withdrawal benefit base is adjusted for any excess withdrawals.

    For Life

    The amount of the adjustment* is $4,373.18. The new For Life withdrawal benefit base is $100,000 - $4,373.18 = $95,626.82.

    *The amount of the adjustment for the excess withdrawal is the greater of a or b where:

    a = $3,750 (the amount of the excess withdrawal); and b = $4,373.18 (the result of (1 divided by 2) multiplied by 3) where:

    1 = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment remaining prior to the withdrawal ($3,750);

    2 = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($90,000 - $4,250); and

    3 = the For Life withdrawal benefit base prior to the adjustment for the excess amount ($100,000).

    Withdrawal Benefit Payment Calculation (for the next contract year)

    The withdrawal benefit payment is the new withdrawal benefit base (calculated on the Contract anniversary) multiplied by the associated percentage. The “Single Life” For Life withdrawal benefit payment percentage is locked-in at 4.25%.

    For Life

    The new “Single Life” For Life withdrawal benefit payment is $95,626.82 x 0.0425 = $4,064.14.

    Example 8

    In this example, assume the accumulated value prior to the withdrawal is $110,000.

    Appendix C – Principal Income Builder 3 Examples

    103


     

    Withdrawal Benefit Base Calculation
    On the Contract anniversary following the withdrawal, the withdrawal benefit base is adjusted for any excess
    withdrawals.
     
    For Life
    The amount of the adjustment* is $3,750 (the amount of the excess withdrawal). The new For Life withdrawal benefit
    base is $100,000 - $3,750 = $96,250.

     

    * The amount of the adjustment for excess withdrawal is the greater of a or b where:  
    a = $3,750 (the amount of the excess withdrawal); and  
    b = $3,546.10 (the result of (1 divided by 2) multiplied by 3) where:  
         1 = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment available  
               prior to the withdrawal ($3,750);  
         2 = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to  
               the withdrawal of the excess amount ($110,000 minus $4,250); and  
         3 = the For Life withdrawal benefit base prior to the adjustment for the excess amount ($100,000).

     

    Withdrawal Benefit Payment Calculation (for the next contract year)
    The withdrawal benefit payment is the new withdrawal benefit base (calculated on the Contract anniversary)
    multiplied by the associated percentage. The “Single Life” For Life withdrawal benefit payment percentage is locked-
    in at 4.25%.
     
    For Life
    The new “Single Life” For Life withdrawal benefit payment is $96,250 x 0.0425 = $4,090.62.

     

    Appendix C – Principal Income Builder 3 Examples

    104


     

    APPENDIX D – Principal Income Builder 10 Examples

    These examples have been provided to assist you in understanding the various features of the Principal Income Builder 10 GMWB rider and to demonstrate how premium payments received and withdrawals taken from the Contract affect the values and benefits under the rider. These examples are based on certain hypothetical assumptions and are for illustrative purposes only. These examples are not intended to serve as projections of future investment returns.

    NOTE: The owner’s actions determine the benefits received.

    NOTE: For the purpose of the following examples, a partial annuitization has the same effect as a partial surrender and both are referred to as a withdrawal in the following examples.

    Examples Without Excess Withdrawals

    Examples 1-5 (without excess withdrawals) assume the following:

    • the owner is age 62 and the owner’s spouse is age 60 on the rider effective date.
    • initial premium payment = $100,000.
    • the withdrawal benefit bases prior to partial surrender = $100,000.
    • the remaining withdrawal benefit bases prior to partial surrender = $100,000.
    • Investment Back (7%) withdrawal benefit payment = $7,000.
    • “Single Life” For Life (4.00%) withdrawal benefit payment = $4,000, if withdrawals start prior to the owner attaining age 65.
    • “Joint Life” For Life (3.50%) withdrawal benefit payment = $3,500, if withdrawals start prior to the spouse attaining age 65.

    Example 1

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate the For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

  • a 5% GMWB bonus is credited to the withdrawal benefit base (but not to the remaining withdrawal benefit
     
  • . The credit is $100,000 x 0.05 = $5,000.
  • there is no GMWB Step-Up because the withdrawal benefit bases after the bonus is credited are larger than the
     
  • accumulated value.
  • Investment Back:
     
  • the new Investment Back withdrawal benefit base is $100,000 + 5,000 = $105,000;
     
  • the Investment Back remaining withdrawal benefit base remains the same ($100,000); and
     
  • the new Investment Back withdrawal benefit payment is $105,000 x 0.07 = $7,350.
  • For Life:
     
  • the new For Life withdrawal benefit base is $100,000 + 5,000 = $105,000;
     
  • the For Life remaining withdrawal benefit base remains the same ($100,000); and
     
  • the new “Single Life” For Life withdrawal benefit payment is $105,000 x 0.040 = $4,200.

    Appendix D – Principal Income Builder 10 Examples

    105


     

    Example 2
    In contract year one:
    · no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the
      owner has not made a For Life withdrawal benefit payment election, we automatically calculate the For Life
      withdrawal benefit payment as “Single Life”.
    · the owner makes a premium payment of $50,000.
     
    On the first Contract anniversary:
    · a 5% GMWB bonus is credited to the withdrawal benefit base (but not to the remaining withdrawal benefit
      bases). The credit is ($100,000 + $50,000) x 0.05 = $7,500.
    · there is no GMWB Step-Up because the withdrawal benefit bases after the bonus is credited are larger than the
      Contract’s accumulated value.
    · Investment Back:
      · the new Investment Back withdrawal benefit base is $100,000 + $50,000 + $7,500 = $157,500;
      · the new Investment Back remaining withdrawal benefit base is $100,000 + $50,000 = $150,000; and
      · the new Investment Back withdrawal benefit payment is $157,500 x 0.07 = $11,025.
    · For Life:
      · the new For Life withdrawal benefit base is $100,000 + $50,000 + $7,500 = $157,500;
      · the new For Life remaining withdrawal benefit base is $100,000 + $50,000 = $150,000; and
      · the new “Single Life” For Life withdrawal benefit payment is $157,500 x 0.040 = $6,300.
     
    Example 3
    In contract year one, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of
    $3,500. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 3.50%.
     
    On the first Contract anniversary:
    · Since a withdrawal was taken in contract year one, no GMWB bonus is credited.
    · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated value.
    · Investment Back:
      · the withdrawal benefit base remains the same ($100,000);
      · the new remaining withdrawal benefit base is $100,000 - $3,500 = $96,500; and
      · the withdrawal benefit payment for the next contract year remains the same ($100,000 x 0.07 = $7,000).
    · For Life:
      · the For Life withdrawal benefit base remains the same ($100,000);
      · the new For Life remaining withdrawal benefit base is $100,000 - $3,500 = $96,500; and
      · the “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($100,000 x
        0.0350 = $3,500).
     
    Example 4
    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been
    designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically
    calculate For Life withdrawal benefit payment as “Single Life”.
     
    On the first Contract anniversary:
    · a 5% GMWB bonus is credited to the withdrawal benefit bases. The credit is $100,000 x 0.05 = $5,000.
    · there is no GMWB Step-Up because the withdrawal benefit bases after the bonus is credited are larger than the
      Contract’s accumulated value.
    · Investment Back:
      · the new Investment Back withdrawal benefit base is $100,000 + 5,000 = $105,000;
      · the Investment Back remaining withdrawal benefit base remains the same ($100,000); and
      · the new Investment Back withdrawal benefit payment is $105,000 x 0.07 = $7,350.
    · For Life:
      · the new For Life withdrawal benefit base is $100,000 + 5,000 = $105,000;
      · the For Life remaining withdrawal benefit base remains the same ($100,000); and
      · the new “Single Life” For Life withdrawal benefit payment is $105,000 x 0.0400 = $4,200.

     

    Appendix D – Principal Income Builder 10 Examples

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    In contract year two, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of
    $3,500. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 3.50%.
     
    On the second Contract anniversary:
    · Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated
      value.
    · Investment Back:
      · the Investment Back withdrawal benefit base remains the same ($105,000);
      · the new Investment Back remaining withdrawal benefit base is $100,000 - $3,500 = $96,500; and
      · the Investment Back withdrawal benefit payment for the next contract year remains the same ($105,000 x
      0.07 = $7,350).
    · For Life:
      · the For Life withdrawal benefit base remains the same ($105,000);
      · the new For Life remaining withdrawal benefit base is $100,000 - $3,500 = $96,500; and
      · the “Joint Life” For Life withdrawal benefit payment for the next contract year is $105,000 x 0.0350 = $3,675.
     
    In contract year three, no withdrawals are taken. The “Joint Life” For Life withdrawal benefit payment percentage
    remains locked-in at 3.50%.
     
    On the third Contract anniversary:
    · Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated
      value.
    · Investment Back:
      · the Investment Back withdrawal benefit base remains the same ($105,000);
      · the Investment Back remaining withdrawal benefit base remains the same ($96,500); and
      · the Investment Back withdrawal benefit for the next contract year remains the same ($105,000 x 0.07 =
        $7,350).
    · For Life:
      · the For Life withdrawal benefit base remains the same ($105,000);
      · the For Life remaining withdrawal benefit base remains the same ($96,500); and
      · the “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($105,000 x
        0.0350 = $3,675).

     

    Appendix D – Principal Income Builder 10 Examples

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    Example 5

    The owner elects the “Single Life” For Life withdrawal benefit payment, and in each of the first two contract years, takes a withdrawal of $4,000. Assume there is no GMWB Step-Up on the first Contract anniversary. On the 2nd Contract anniversary, the owner will receive the GMWB Step-Up if the Contract’s accumulated value is greater than the applicable withdrawal benefit base.

    If the accumulated value on the second        
    Contract anniversary is: $ 95,000 $ 110,000
    Investment Back        
    Prior to step-up        
    Withdrawal Benefit Base $ 100,000 $ 100,000
    Withdrawal Benefit Payment $ 100,000 x 0.07 = $7,000 $ 100,000 x 0.07 = $7,000
    Remaining Withdrawal Benefit Base $ 90,000 $ 90,000
    After step-up        
    Withdrawal Benefit Base $ 100,000 $ 110,000
    Withdrawal Benefit Payment $ 100,000 x 0.07 = $7,000 $ 110,000 x 0.07 = $7,700
    Remaining Withdrawal Benefit Base $ 90,000 $ 110,000
    For Life (“Single Life”)        
    Prior to step-up        
    Withdrawal Benefit Base $ 100,000 $ 100,000
    Withdrawal Benefit Payment $ 100,000 x 0.0400 = $ 100,000 x 0.0400 =
      $ 4,000 $ 4,000
    Remaining withdrawal Benefit Base $ 90,000 $ 90,000
     
    If the accumulated value on the second        
    Contract anniversary is: $ 95,000 $ 110,000
    After step-up        
    Withdrawal Benefit Base $ 100,000 $ 110,000
    Withdrawal Benefit Payment $ 100,000 x 0.0400 = $ 110,000 x 0.0400 =
      $ 4,000 $ 4,400
    Remaining Withdrawal Benefit Base $ 90,000 $ 110,000

     

    Example 6 (without excess withdrawals) assumes the following:

    • the owner is age 70 and the owner’s spouse is age 56 on the rider effective date.
    • initial premium payment = $100,000.
    • the withdrawal benefit bases prior to partial surrender = $100,000.
    • the remaining withdrawal benefit bases prior to partial surrender = $100,000.
    • Investment Back (7%) withdrawal benefit payment = $7,000.
    • “Single Life” For Life (5.00%) withdrawal benefit payment = $5,000.
    • “Joint Life” For Life (3.50%) withdrawal benefit payment = $3,500, if withdrawals start prior to the owner’s spouse attaining age 65.

    Appendix D – Principal Income Builder 10 Examples

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      Example 6
      In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been
      designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically
      calculate For Life withdrawal benefit payment as “Single Life”.
     
      On the first Contract anniversary:
      · a 5% GMWB bonus is credited to the withdrawal benefit bases. The credit is $100,000 x 0.050 = $5,000.
      · there is no GMWB Step-Up because the withdrawal benefit bases after the bonus is credited are larger than the
        Contract’s accumulated value.
      · Investment Back:
        · the new Investment Back withdrawal benefit base is $100,000 + 5,000 = $105,000;
        · the Investment Back remaining withdrawal benefit base remains the same ($100,000); and
        · the new Investment Back withdrawal benefit payment is $105,000 x 0.07 = $7,350.
      · For Life:
        · the new For Life withdrawal benefit base is $100,000 + 5,000 = $105,000;
        · the For Life remaining withdrawal benefit base remains the same ($100,000); and
        · the new “Single Life” For Life withdrawal benefit payment is $105,000 x 0.0500 = $5,250.
     
      In contract year two, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of
    $ 3,500. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 3.50%.
     
      On the second Contract anniversary:
      · Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
      · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated
        value.
      · Investment Back:
        · the Investment Back withdrawal benefit base remains the same ($105,000);
        · the new Investment Back remaining withdrawal benefit base is $100,000 - $3,500 = $96,500; and
        · the Investment Back withdrawal benefit payment for the next contract year remains the same ($105,000 x
        0.07 = $7,350).
      · For Life:
        · the For Life withdrawal benefit base remains the same ($105,000);
        · the new For Life remaining withdrawal benefit base is $100,000 - $3,500 = $96,500; and
        · the “Joint Life” For Life withdrawal benefit payment for the next contract year is $105,000 x 0.0350 = $3,675.
     
      In contract year three, no withdrawals are taken. The “Joint Life” For Life withdrawal benefit payment percentage
      remains locked-in at 3.50%.
     
      On the third Contract anniversary:
      · Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
      · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated
        value.
      · Investment Back:
        · the Investment Back withdrawal benefit base remains the same ($105,000);
        · the Investment Back remaining withdrawal benefit base remains the same ($96,500); and
        · the Investment Back withdrawal benefit for the next contract year remains the same ($105,000 x 0.07 =
          $7,350).
      · For Life:
        · the For Life withdrawal benefit base remains the same ($105,000);
        · the For Life remaining withdrawal benefit base remains the same ($96,500); and
      the “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($105,000 x 0.0350 =
    $ 3,675).

     

    Appendix D – Principal Income Builder 10 Examples

    109


     

      Examples With Excess Withdrawals  
     
      Excess withdrawal examples 7-8 assume the following:  
      · the owner is age 62 and elected “Single Life” For Life withdrawal benefit payments at the first withdrawal and  
        therefore, locks-in the “Single Life” For Life withdrawal benefit payment percentage at 4.00%.  
      · the initial premium payment is $100,000  
      · the withdrawal benefit bases prior to partial surrender = $100,000  
      · the remaining withdrawal benefit bases prior to partial surrender = $100,000  
      · Investment Back (7%) withdrawal benefit payment = $7,000  
      · “Single Life” For Life (4.00%) withdrawal benefit payment = $4,000  
      · Withdrawal taken = $8,000  
        · excess amount under the Investment Back withdrawal option is $1,000; and  
        · excess amount under the For Life withdrawal option is $4,000  
     
      Example 7  
      In this example, assume the accumulated value prior to the withdrawal is $90,000.  
     
      Withdrawal Benefit Base Calculation  
      On the Contract anniversary following the withdrawal, the withdrawal benefit base is adjusted for any excess  
      withdrawals.  
     
      Investment Back  
      The amount of the adjustment* is $1,204.82. The new Investment Back withdrawal benefit base is $100,000 -  
    $ 1,204.82 = $98,795.18.
     
      *The amount of the adjustment for the excess withdrawal is the greater of a or b where:  
     
        a = $1,000 (the amount of the excess withdrawal); and  
        b = $1,204.82 (the result of (1 divided by 2) multiplied by 3) where:  
     
          1 = the amount of the withdrawal greater than the Investment Back withdrawal benefit payment remaining  
          prior to the withdrawal ($1,000);  
     
          2 = the accumulated value after the Investment Back withdrawal benefit payment is deducted but prior to the  
          withdrawal of the excess amount ($90,000 - $7,000); and  
     
          3 = the Investment Back withdrawal benefit base prior to the adjustment for the excess amount ($100,000).
     
      For Life  
      The amount of the adjustment* is $4,651.16. The new For Life withdrawal benefit base is $100,000 - $4,651.16 =  
    $95,348.84.
     
      *The amount of the adjustment for the excess withdrawal is the greater of a or b where:  
     
        a = $4,000 (the amount of the excess withdrawal); and  
        b = $4,651.16 (the result of (1 divided by 2) multiplied by 3) where:  
     
          1 = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment remaining  
          prior to the withdrawal ($4,000);  
     
          2 = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to  
          the withdrawal of the excess amount ($90,000 - $4,000); and  
     
          3 = the For Life withdrawal benefit base prior to the adjustment for the excess amount ($100,000).

     

    Appendix D – Principal Income Builder 10 Examples

    110


     

    Remaining Withdrawal Benefit Base Calculation

    The remaining withdrawal benefit base is adjusted when withdrawals are taken.

    Investment Back

    The amount of the adjustment* is $8,120.48 (the amount of the Investment Back withdrawal benefit plus the excess withdrawal). The new Investment Back remaining withdrawal benefit base is $100,000 - $8,120.48 = $91,879.52.

    *The amount of the adjustment is (a plus b) where:

    a = $7,000 (the actual amount withdrawn that does not exceed the Investment Back withdrawal benefit payment); and b = $1,120.48 (a proportionate reduction for the excess withdrawal). The amount of the proportionate reduction is the greater of 1 or 2 where:

    1 = $1,000 (the amount of the excess withdrawal); and

    2 = $1,120.48 (the result of (x divided by y) multiplied by z) where:

    x = the amount of the withdrawal greater than the Investment Back withdrawal benefit payment available prior to the withdrawal ($1,000);

    y = the accumulated value after the Investment Back withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($90,000 - $7,000); and

    z = the Investment Back remaining withdrawal benefit base after the Investment Back withdrawal benefit payment is deducted but prior to the adjustment for the excess amount ($100,000 - $7,000).

    For Life

    The amount of the adjustment* is $8,465.12 (the amount of the “Single Life” For Life withdrawal benefit payment plus the excess withdrawal). The new For Life remaining withdrawal benefit base is $100,000 - $8,465.12 = $91,534.88.

    *The amount of the adjustment is (a plus b) where:

    a = $4,000 (the actual amount withdrawn that does not exceed the “Single Life” For Life withdrawal benefit payment); and b = $4,465.12 (a proportionate reduction for the excess withdrawal). The amount of the proportionate reduction is the greater of 1 or 2 where:

    1 = $4,000 (the amount of the excess withdrawal); and

    2 = $4,465.12 (the result of (x divided by y) multiplied by z) where:

    x = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment remaining prior to the withdrawal ($4,000);

    y = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($90,000 - $4,000); and

    z = the For Life remaining withdrawal benefit base after the “Single Life” For Life withdrawal benefit payment is deducted but prior to the adjustment for the excess amount ($100,000 - $4,000).

    Appendix D – Principal Income Builder 10 Examples

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    Withdrawal Benefit Payment Calculation (for the next contract year)

    The withdrawal benefit payment is the new withdrawal benefit base (calculated on the Contract anniversary) multiplied by the associated percentage. The “Single Life” For Life withdrawal benefit payment percentage is locked-in at 4.00%.

    Investment Back

    The new Investment Back withdrawal benefit payment is $98,795.18 x 0.07 = $6,915.66.

    For Life

    The new “Single Life” For Life withdrawal benefit payment is $95,348.84 x 0.0400 = $3,813.95.

    Example 8

    In this example, assume the accumulated value prior to the withdrawal is $110,000.

    Withdrawal Benefit Base Calculation

    On the Contract anniversary following the withdrawal, the withdrawal benefit base is adjusted for any excess withdrawals.

    Investment Back

    The amount of the adjustment* is $1,000 (the amount of the excess withdrawal). The new Investment Back withdrawal benefit base is $100,000 - $1,000 = $99,000.

    *      The amount of the adjustment for excess withdrawal is the greater of a or b where:

    a = $1,000 (the amount of the excess withdrawal); and b = $970.87 (the result of (1 divided by 2) multiplied by 3) where:

    1 = the amount of the withdrawal greater than the Investment Back withdrawal benefit payment available prior to the withdrawal ($1,000);

    2 = the accumulated value after the Investment Back withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($110,000 minus $7,000); and

    3 = the Investment Back withdrawal benefit base prior to the adjustment for the excess amount ($100,000)

    For Life

    The amount of the adjustment* is $4,000 (the amount of the excess withdrawal). The new For Life withdrawal benefit base is $100,000 - $4,000 = $96,000.

    *      The amount of the adjustment for excess withdrawal is the greater of a or b where:
     

    a = $4,000 (the amount of the excess withdrawal); and 

    b = $3,773.58 (the result of (1 divided by 2) multiplied by 3) where:

    1 = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment available prior to the withdrawal ($4,000);

    2 = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($110,000 minus $4,000); and

    3 = the For Life withdrawal benefit base prior to the adjustment for the excess amount ($100,000).

    Appendix D – Principal Income Builder 10 Examples

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    Remaining Withdrawal Benefit Base Calculation

    The remaining withdrawal benefit base is adjusted when withdrawals are taken.

    Investment Back

    The amount of the adjustment* is $8,000 (the amount of the Investment Back withdrawal benefit payment plus the excess withdrawal). The new Investment Back remaining withdrawal benefit base is $100,000 - $8,000 = $92,000.

    *      The amount of the adjustment is a plus b where:

    a = $7,000 (the actual amount withdrawn that does not exceed the Investment Back withdrawal benefit payment); and

    b = $1,000 (a proportionate reduction for the excess withdrawal). The amount of the proportionate reduction is the greater of 1 or 2 where:

    1 = $1,000 (the amount of the excess withdrawal); and

    2 = $902.91 (the result of (x divided by y) multiplied by z) where:

    x = the amount of the withdrawal greater than the Investment Back withdrawal benefit payment available prior to the withdrawal ($1,000);

    y = the accumulated value after the Investment Back withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($110,000 - $7,000); and

    z = the Investment Back remaining withdrawal benefit base after the Investment Back withdrawal benefit payment is deducted but prior to the adjustment for the excess amount ($100,000 - $7,000).

    For Life

    The amount of the adjustment* is $8,000 (the amount of the “Single Life” For Life withdrawal benefit payment plus the excess withdrawal). The new For Life remaining withdrawal benefit base is $100,000 - $8,000 = $92,000.

    *      The amount of the adjustment is a plus b where:

    a = $4,000 (the actual amount withdrawn that does not exceed the “Single Life” For Life withdrawal benefit payment); and

    b = $4,000 (a proportionate reduction for the excess withdrawal). The amount of the proportionate reduction is the greater of 1 or 2 where:

    1 = $4,000 (the amount of the excess withdrawal); and

    2 = $3,622.64 (the result of (x divided by y) multiplied by z) where:

    x = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment available prior to the withdrawal ($4,000);

    y = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($110,000 - $4,000); and

    z = the For Life remaining withdrawal benefit base after the “Single Life” For Life withdrawal benefit payment is deducted but prior to the adjustment for the excess amount ($100,000 - $4,000).

    Appendix D – Principal Income Builder 10 Examples

    113


     

    Withdrawal Benefit Payment Calculation (for the next contract year)

    The withdrawal benefit payment is the new withdrawal benefit base (calculated on the Contract anniversary) multiplied by the associated percentage. The “Single Life” For Life withdrawal benefit payment percentage is locked-in at 4.00%.

    Investment Back

    The new Investment Back withdrawal benefit payment is $99,000 x 0.07 = $6,930.

    For Life

    The new “Single Life” For Life withdrawal benefit payment is $96,000 x 0.0400 = $3,840.

    Appendix D – Principal Income Builder 10 Examples

    114


     

    APPENDIX E – PRINCIPAL INCOME BUILDER 3 (FOR STATES WHERE MOST RECENT VERSION OF THE RIDER NOT APPROVED)

    Overview of Principal Income Builder 3

    For Life withdrawal benefit payment percentages. This rider permits an election of “Joint Life” For Life withdrawal benefit payments or “Single Life” For Life withdrawal benefit payments.

    Bonus feature. This rider has a Bonus feature which rewards you annually for not taking a withdrawal within the first 3 years of the rider. The GMWB Bonus increases the withdrawal benefit base, which increases your available withdrawal benefit payment amount. The GMWB Bonus does not increase your Contract accumulated value.

    Step-Up feature. This rider has an annual Step-Up feature which can increase your rider withdrawal benefit payments if your Contract accumulated value increases. The Contract accumulated value increases whenever additional premium payments are made, the division values rise with market growth, or credits (premium payment credits or exchange credit) are applied.

    Maximum annual rider charge. This rider has a maximum annual rider charge of 1.65% of the For Life withdrawal benefit base.

    Spousal continuation. This rider provides that the For Life withdrawal options may be available to an eligible spouse who continues the Contract with the rider, if certain conditions are met.

    Principal Income Builder 3 Terms

    We use the following definitions to describe the features of this rider:

    • Excess Withdrawal — the portion of a withdrawal that exceeds the available withdrawal benefit payment.
    • GMWB Bonus — a bonus credited to the withdrawal benefit base, provided certain conditions are met.
    • GMWB investment options – the limited investment options available under the GMWB rider, which reflect a balanced investment objective.
    • GMWB Step-Up — an increase to the withdrawal benefit base to an amount equal to your Contract’s accumulated value on the most recent Contract anniversary, provided certain conditions are met.
    • Required minimum distribution (“RMD”) amount — the amount required to be distributed each calendar year for purposes of satisfying the RMD rules of Section 401(a)(9) of the Internal Revenue Code of 1986, as amended, and related Code provisions in effect as of the rider effective date.
    • Rider effective date — the date the rider is issued.
    • Withdrawal — any partial surrender (including surrender charges, if any) and/or any partial annuitization of your
      Contract’s accumulated value.
    • Withdrawal benefit base (also referred to as For Life withdrawal benefit base) — the basis for determining the withdrawal benefit payment available each year
    • Withdrawal benefit payment (also referred to as For Life withdrawal benefit payment) — the amount that we guarantee you may withdraw each contract year.

    Principal Income Builder 3 - Withdrawal Benefit Base

    The withdrawal benefit base is used to calculate the annual withdrawal benefit payment. We calculate the withdrawal benefit base on the rider effective date and each Contract anniversary.

    The initial withdrawal benefit base is equal to the initial premium payment.

    On each Contract anniversary, the withdrawal benefit base is reset to the greater of 1 or 2, where:

    1. is the accumulated value on the Contract anniversary.

    2. is the result of (a + b + c - d), where:

    a = prior year withdrawal benefit base (or initial withdrawal benefit base if first Contract anniversary);

    b = additional premiums since the previous Contract anniversary (dollar-for-dollar);

    c = any GMWB Bonus credited since the previous Contract anniversary;

    d = any excess withdrawals taken since the previous Contract anniversary*.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 115


     

    * NOTE: The reduction for an excess withdrawal will be greater than dollar-for-dollar if the Contract accumulated value is less than the withdrawal benefit base at the time of the excess withdrawal. See Principal Income Builder 3 - Excess Withdrawals in this appendix for information about the negative effect of excess withdrawals.

    If you take withdrawals prior to the oldest owner attaining age 59½, the For Life withdrawal benefit base will be reduced for excess withdrawals. If the adjustment for any withdrawals causes the For Life withdrawal benefit base to reduce to zero, the rider will terminate at the next Contract anniversary, unless you make additional premium payments or a GMWB Step-Up is applied.

    Principal Income Builder 3 - Withdrawal Benefit Payment

    For Life withdrawal benefit payments are available (i) on the rider effective date if the oldest owner (or oldest annuitant, if the Contract owner is not a natural person) is at least age 59½ or (ii) on the Contract anniversary following the date that the oldest owner (or oldest annuitant, if applicable) attains age 59½.

    The For Life withdrawal benefit payments are automatically calculated as “Single Life” unless you provide notice and good order instructions to select “Joint Life” For Life withdrawal benefit payments. If eligible, you may elect “Joint Life” For Life withdrawal benefit payments anytime on or before your first withdrawal following the rider effective date. Once you take this first withdrawal, you cannot change your election of “Single Life” or “Joint Life” For Life withdrawal benefit payments, regardless of any change in life events.

    “Single Life” For Life withdrawal benefit payments. “Single Life” For Life withdrawal benefit payments are based on one covered life. The covered life for “Single Life” is the:

    a.      Owner if there is only one owner;
    b.      Annuitant if the owner is not a natural person;
    c.      Youngest joint owner if there are joint owners; or
    d.      Youngest annuitant if there are joint annuitants and the owner is not a natural person.

    In addition, the covered life must satisfy this rider’s issue age requirements on the date the covered life is designated in accordance with the terms of this rider.

    As long as the Contract is in effect, “Single Life” or “Joint Life” For Life withdrawal benefit payments may be taken until the earlier of the date of the death of the first owner to die (first annuitant, if applicable) or the date the For Life withdrawal benefit base reduces to zero.

    “Joint Life” For Life withdrawal benefit payments. “Joint Life” For Life withdrawal benefit payments are based on two covered lives. You may only elect “Joint Life” For Life withdrawal benefit payments if there are two covered lives that meet the eligibility requirements. There can be no more than two covered lives. The “Joint Life” election is not available if the owner is not a natural person.

    To be eligible for “Joint Life” the covered lives must be:

    a.      The owner and the owner’s spouse, provided there is only one owner and the spouse is named as a primary beneficiary; or
    b.      The joint owners, provided the joint owners are each other’s spouse.

    NOTE: Under the Internal Revenue Code (the “Code”), spousal continuation and certain distribution options are available only to a person who is defined as a “spouse” under the Federal Defense of Marriage Act or other applicable Federal Law. All Contract provisions will be interpreted and administered in accordance with the requirements of the Code.

    NOTE: At the time a covered life is designated, that covered life must satisfy this rider’s issue age requirements.

    As long as the Contract is in effect, “Joint Life” For Life withdrawal benefit payments will continue until the earlier of the date of the death of the last covered life or the date the “For Life” withdrawal benefit base reduces to zero.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 116


     

    Calculating the Principal Income Builder 3 For Life Withdrawal Benefit Payment

    The For Life withdrawal benefit payment is an amount equal to a percentage multiplied by the For Life withdrawal benefit base.

    The For Life withdrawal benefit payment percentage depends on whether you have elected “Single Life” or “Joint Life” and the age of the covered life on the date of the first withdrawal following the rider effective date:

    · “Single Life”:        
     
      Age of Covered Life at First   For Life Withdrawal Benefit  
      Withdrawal   Payment Percentage  
      45-49   3.50%
      50-54   4.00%
      55-59   4.50%
      60-64   4.75%
      65-69   5.00%
      70-74   5.50%
      75-79   6.00%
      80+ 6.50%
     
    · “Joint Life”:        
     
      Age of Younger Covered Life at   For Life Withdrawal Benefit  
      First Withdrawal   Payment Percentage  
      45-49   3.00%
      50-54   3.50%
      55-59   4.00%
      60-64   4.25%
      65-69   4.50%
      70-74   5.00%
      75-79   5.50%
      80+ 6.00%

     

    NOTE: All withdrawals prior to the Contract anniversary following the oldest owner’s (oldest annuitant’s, if applicable) age 59½ are treated as excess withdrawals when calculating the For Life withdrawal benefit. Under 72t of the Code, a customer can receive substantially equal payments without an IRS tax penalty, even if under age 59½. If you receive 72t distributions and have not reached the Contract anniversary after the oldest owner’s (oldest annuitant’s, if applicable) age 59½, these 72t distributions will be treated as excess withdrawals. See Principal Income Builder 3 - Excess Withdrawals in this appendix for additional information.

    Because the For Life withdrawal benefit payments are tiered based on the age of the younger covered life at the time of the first withdrawal, you should carefully choose when you take the first withdrawal following the rider effective date. Once a withdrawal is taken, the For Life withdrawal benefit payment percentage is locked in for the life of this rider. In addition, when you take your first withdrawal, your election of “Single Life” or “Joint Life” remains locked in and cannot be changed. For example, if you have elected “Joint Life” For Life withdrawal benefit payments and take the first withdrawal when the younger covered life is age 46, your For Life withdrawal benefit payment percentage will be locked in at 3.00% for the remaining life of this rider and cannot be changed.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 117


     

    Principal Income Builder 3 - Covered Life Change

    Any ownership change, change of beneficiary or other change before the annuitization date which would cause a change in a covered life (a “Change”) will result in termination of this rider, except for the following permissible Changes:

    1. Spousal continuation of this rider as described in Spousal Continuation of the Principal Income Builder 3 Rider in this appendix.

    2. If withdrawals have not been taken and you have not previously elected to continue this rider as provided in

    Spousal Continuation of the Principal Income Builder 3 Rider in this appendix, then:

    a.      You may add a joint owner or primary beneficiary to your Contract as a covered life, provided that the new joint owner or primary beneficiary is an eligible covered life as set forth above.
    b.      You may remove a joint owner or primary beneficiary as a covered life.
    c.      The For Life withdrawal benefit payment percentage will be based on the age of the covered lives and will lock in at the percentage applicable on the date of your first withdrawal.

    3. If withdrawals have been taken and you have locked in “Single Life” For Life withdrawal benefit payments, then:

    a.      You may remove a joint owner as a covered life.
    b.      You may add a primary beneficiary to your Contract, however, you may not add a primary beneficiary as a covered life for purposes of this rider.
    c.      The For Life withdrawal benefit payment percentage will remain locked in at the percentage applicable on the date of your first withdrawal and will not be reset to reflect the removal of the covered life. For Life withdrawal benefit payments will cease upon your death.

    4. If withdrawals have been taken and you have locked in “Joint Life” For Life withdrawal benefit payments, then:

    a.      You may remove a joint owner or primary beneficiary as a covered life.
    b.      You may add a primary beneficiary to your Contract; however, you may not add a primary beneficiary as a covered life for purposes of this rider.
    c.      The For Life withdrawal benefit payment percentage will remain locked in at the percentage applicable on the date of your first withdrawal and will not be reset to reflect the removal of the covered life. For Life withdrawal benefit payments will cease upon your death.

    5. If you have previously elected to continue this rider as provided in Spousal Continuation of the Principal Income Builder 3 Rider in this appendix, then you may add a primary beneficiary to your Contract; however, you may not add a primary beneficiary as a covered life for purposes of this rider. If the primary beneficiary that you add is your spouse, upon your death the spouse can continue the Contract, but the rider will terminate.

    No Change is effective until approved by us in writing. Upon our approval, the Change is effective as of the date you signed the notice requesting the Change.

    An assignment of the Contract or this rider shall be deemed a request for a Change. If the Change is not one of the above permissible Changes, this rider will be terminated as of the date of the assignment.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 118


     

    Principal Income Builder 3 - Effect of Withdrawals

    This rider does not require you to take an available withdrawal benefit payment. If you want to take advantage of this rider’s GMWB Bonus feature, withdrawals cannot be taken during the period the GMWB Bonus is available. See Principal Income Builder 3 - GMWB Bonus in this appendix.

    If you elect not to take an available withdrawal benefit payment, that amount will not be carried forward to the next contract year.

    Each time you take a withdrawal, it is reflected immediately in your Contract accumulated value.

    If you take excess withdrawals, the withdrawal benefit base will be reduced on the next Contract anniversary. See Principal Income Builder 3 - Excess Withdrawals in this appendix for information about the negative effect of excess withdrawals.

    To help you better understand the various features of this rider and to demonstrate how premium payments made and withdrawals taken from the Contract affect the values and benefits under this rider, we have provided several examples in this appendix.

    Principal Income Builder 3 - Excess Withdrawals

    Any withdrawals that exceed the available withdrawal benefit payments are excess withdrawals. Excess withdrawals decrease the withdrawal benefit base, which will reduce future withdrawal benefit payments. The reductions can be greater than dollar-for-dollar when the Contract accumulated value is less than the withdrawal benefit base at the time of the excess withdrawal.

    All withdrawals prior to the Contract anniversary following the oldest owner’s (oldest annuitant’s, if applicable) age 59½ are treated as excess withdrawals when calculating the For Life withdrawal benefit. Therefore, if you receive 72t distributions and have not reached the Contract anniversary after the oldest owner’s (oldest annuitant’s, if applicable) age 59½, these 72t distributions will be treated as excess withdrawals.

    If you choose to take an excess withdrawal, the equation below shows how to calculate the excess withdrawal adjustment.

    Effect on withdrawal benefit base. Excess withdrawals will reduce the withdrawal benefit base in an amount equal to the greater of:

    • the excess withdrawal, or
    • the result of (a divided by b) multiplied by c, where:

    a = the amount withdrawn that exceeds the available withdrawal benefit payment prior to the withdrawal;

    b = the Contract accumulated value after the withdrawal benefit payment is deducted, but prior to deducting the amount of the excess withdrawal; and

    c = the withdrawal benefit base prior to the adjustment for the excess withdrawal.

    NOTE: Withdrawals prior to age 59½ may be subject to a 10% IRS penalty tax.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 119


     

    Required Minimum Distribution (RMD) Program for GMWB Riders

    Tax-qualified contracts are subject to certain federal tax rules requiring that RMD be taken on a calendar year basis (i.e., compared to a contract year basis), usually beginning after age 70½.

    If you are eligible for and enroll in our RMD Program for GMWB Riders, as discussed below, a withdrawal taken to satisfy RMD for the Contract (an “RMD amount”) that exceeds a withdrawal benefit payment for that contract year will not be deemed an excess withdrawal.

    RMD Program. Eligibility in the RMD Program for GMWB Riders is determined by satisfaction of the following requirements:

    • Your Contract may not have the Enhanced Death Benefit Rider;
    • The amount required to be distributed each calendar year for purposes of satisfying the RMD rules of the Internal Revenue Code is based only on this Contract (the “RMD amount”); and
    • You have elected scheduled withdrawal payments.

    NOTE: Although enrollment in the RMD Program for GMWB Riders does not prevent you from taking an unscheduled withdrawal, an unscheduled withdrawal will cause you to lose the RMD Program protections for the remainder of the contract year. This means that any withdrawals (scheduled or unscheduled) during the remainder of the contract year that exceed applicable withdrawal benefit payments will be treated as excess withdrawals, even if the purpose is to take the RMD amount. You will automatically be re-enrolled in the RMD Program for GMWB Riders on your next Contract anniversary.

    We reserve the right to modify or eliminate the RMD Program for GMWB Riders; for example, if there is a change to the Internal Revenue Code or Internal Revenue Service rules or interpretations relating to RMD, including the issuance of relevant IRS guidance. We will send you at least 30 days advance notice of any change in or elimination of the RMD Program for GMWB Riders. Any modifications or elimination of the RMD Program for GMWB Riders will take effect after notice. If we exercise our right to modify or eliminate the RMD Program for GMWB Riders, then any scheduled or unscheduled withdrawal in excess of a withdrawal benefit payment after the effective date of the program’s modification or elimination will be deemed an excess withdrawal.

    You may obtain more information regarding our RMD Program for GMWB Riders by contacting your registered representative or by calling us at 1-800-852-4450.

    Principal Income Builder 3 - GMWB Bonus

    Under the GMWB Bonus, on each of the first three Contract anniversaries following the rider effective date, we will credit a bonus to the withdrawal benefit base provided you have not taken any withdrawals since the rider effective date.

    The GMWB Bonus is equal to the total of all premium payments made prior to the applicable Contract anniversary multiplied by the applicable percentage shown in the chart below. If the contract date and the rider effective date are different (if we previously have allowed Contract owners to add a rider after issue), the GMWB Bonus is equal to the Contract accumulated value on the rider effective date plus premium payments made between the rider effective date and the Contract anniversary, multiplied by the applicable percentage shown in the chart below.

    Contract Anniversary    
    (following the rider effective date) GMWB Bonus Percentage  
    1 7.00%
    2 6.00%
    3 5.00%

     

    The GMWB Bonus is no longer available after the earlier of:

    • The 3rd Contract anniversary following the rider effective date; or
    • The date you take a withdrawal following the rider effective date.

    NOTE: The GMWB Bonus is used only for the purposes of calculating the withdrawal benefit bases. The GMWB

    Bonus is not added to your Contract accumulated value.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 120


     

    Principal Income Builder 3 - GMWB Step-Up

    The GMWB Step-Up is automatic and applies annually. Under this rider, unless an owner opts out of the automatic GMWB Step-Up, the rider charge will increase if our then current rider charge is higher than when the rider was purchased. The rider charge will never be greater than the maximum Principal Income Builder 3 rider charge. See SUMMARY OF EXPENSE INFORMATION section.

    If you satisfy the eligibility requirements on a Contract anniversary and your Contract accumulated value is greater than the withdrawal benefit base, we will Step-Up the withdrawal benefit base to your Contract accumulated value on that Contract anniversary. We will not reduce your withdrawal benefit base if your Contract accumulated value on a Contract anniversary is less than the withdrawal benefit base.

    If you are eligible for a GMWB Step-Up of a withdrawal benefit base, you will be charged the then current rider charge. You may choose to opt out of the GMWB Step-Up feature if the charge for your rider will increase. We will send you advance notice if the charge for your rider will increase in order to give you the opportunity to opt out of the GMWB Step-Up feature. Once you opt out, you will no longer be eligible for future GMWB Step-Ups.

    On each Contract anniversary following the rider effective date, you are eligible for a GMWB Step-Up of the withdrawal benefit base if you satisfy all of the following requirements:

    1.      The Contract anniversary occurs before the later of:
      a.      the Contract anniversary following the date the oldest owner (oldest annuitant if the owner is not a natural person) attains age 80; or
      b.      10 years after the rider effective date;
    2.      You have not declined any increases in the rider charge; and
    3.      You have not fully annuitized the Contract.

    Effect of Reaching the Maximum Annuitization Date Under the Principal Income Builder 3 Rider

    On or before the maximum annuitization date, you must elect one of the Contract or GMWB rider payment options described below.

    1.      Contract payment options:
     
  • Payments resulting from applying the Contract accumulated value to an annuity benefit payment option.
     
  • Payment of the Contract accumulated value as a single payment.
    2.      GMWB rider payment option:
     
  • Fixed scheduled payments each year in the amount of the For Life withdrawal benefit payment until the date of death of the last covered life.

    See Principal Income Builder 3 - Effect of Withdrawals in this appendix for information on how withdrawals prior to the maximum annuitization date affect the GMWB values.

    We will send you written notice at least 30 days prior to the maximum annuitization date and ask you to select one of the available payment options listed above. If we have not received your election as of the maximum annuitization date, we will automatically apply your Contract accumulated value to an annuity benefit payment option:

    • for Contracts with one annuitant – Life Income with payments guaranteed for a period of 10 years.
    • for Contracts with joint annuitants – Joint and Full Survivor Income with payments guaranteed for a period of 10 years.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 121


     

    Effect of the Contract Accumulated Value Reaching Zero Under the Principal Income
    Builder 3 Rider
     
    We will send you prior written notice whenever reasonably feasible if your Contract accumulated value is
    approaching zero.
     
    In the event that the Contract accumulated value reduces to zero, we will pay the withdrawal benefit payments as
    follows:
    · If you have taken withdrawal benefit payments prior to the Contract accumulated value reaching zero, your For
      Life withdrawal option is either “Joint Life” or “Single Life” depending on your election at the time of your first
      withdrawal.
    · If you have not taken withdrawal benefit payments prior to the Contract accumulated value reaching zero, you
      must elect either
      · the “Single Life” For Life withdrawal option: you will receive fixed scheduled payments each year in the
      amount of the “Single Life” For Life withdrawal benefit payment, until the date of your death (annuitant’s
      death if the owner is not a natural person); or the “Joint Life” For Life withdrawal option: you will receive fixed
      scheduled payments each year in the amount of the “Joint Life” For Life withdrawal benefit payment, until the
      date of the death of the last covered life.

     

    NOTE: In the event that the Contract accumulated value reduces to zero, the withdrawal benefit payments elected
    above will continue, but all other rights and benefits under this rider and the Contract (including the death
    benefits) will terminate, and no additional premium payments will be accepted.
     
    Principal Income Builder 3 - Upon Death
     
    If the Contract Accumulated Value is Greater than Zero. The following table illustrates the various situations and
    the resulting outcomes if your Contract accumulated value is greater than zero at your death.

     

    If you die and And Then
    You are the sole owner Your spouse is not The primary beneficiary(ies) will receive the death benefit
      named as a primary under the Contract*.
      beneficiary    
        All other rights and benefits under the rider and Contract will
        terminate.
    You are the sole owner Your spouse is named Your spouse may:
      as a primary    
      beneficiary a. Continue the Contract with or without this rider as set
          forth in Spousal Continuation of the Principal Income
          Builder 3 Rider in this appendix; or
        b. Receive the death benefit under the Contract*.
     
        All other primary beneficiaries will receive the death benefit
        under the contract.
     
        Unless your spouse elects to continue the Contract with this
        rider, only your spouse’s and beneficiary(ies)’s right to the
        above-selected payments will continue; all other rights and
        benefits under the rider and Contract will terminate.

     

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 122


     

    If you die and And Then
    You are a joint owner The surviving joint Your surviving owner will receive the death benefit under the
      owner is not your Contract*.
      spouse    
        All other rights and benefits under the rider and Contract will
        terminate.
    You are a joint owner The surviving joint Your spouse may:
      owner is your spouse    
        a. Continue the Contract with or without this rider as set
          forth below in Spousal Continuation of the Principal
          Income Builder 3 Rider in this appendix; or
        b. Receive the death benefit under the Contract.
     
        Unless the surviving spouse owner elects to continue the
        Contract with this rider, upon your death, only your spouse’s
        right to the above-selected payments will continue; all other
        rights and benefits under the rider and Contract will
        terminate.

     

    *      See 8.DEATH BENEFIT for an explanation of the Contract’s death benefit and payment options available for the Contract’s death benefit.

    NOTE: The “Joint Life” For Life withdrawal option is not available if the owner is not a natural person.

    If And Then
    The annuitant dies The owner is not a The beneficiary(ies) receive the death benefit under the
      natural person Contract.
     
        If a beneficiary dies before the annuitant, on the annuitant’s
        death we will make equal payments to the surviving
        beneficiaries unless the owner provided us with other written
        instructions. If no beneficiary(ies) survive the annuitant, the
        death benefit is paid to the owner.
     
        Upon the annuitant’s death, only the beneficiary(ies) right to
        the death benefit will continue; all other rights and benefits
        under the Contract will terminate.

     

    If the Contract Accumulated Value is Zero. The following table illustrates the various situations and the resulting outcomes if the Contract accumulated value is zero at your death.

    If you die and… And… Then…
    You are the sole owner You elected the All payments stop and all rights and benefits under the
      “Single Life” For Life Contract terminate.
      withdrawal option*  
    You are the sole owner You elected the “Joint We will continue payments to the surviving covered life
      Life” withdrawal according to the schedule established when you made your
      option* election until the date of the surviving covered life’s death.
     
        Upon the surviving covered life’s death, all payments stop
        and all rights and benefits under the Contract terminate.

     

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 123


     

    If you die and… And… Then…
    You are a joint owner You elected the “Single All payments stop and all rights and benefits under the
      Life” For Life withdrawal Contract terminate.
      option*  
    You are a joint owner You elected the “Joint We will continue payments to the surviving covered life
      Life” withdrawal option* according to the schedule established when you made your
        election until the date of the surviving covered life’s death.
     
        Upon the surviving joint owners death, all payments stop
        and all rights and benefits under the Contract terminate.

     

    *      See Effect of the Contract Accumulated Value Reaching Zero under the Principal Income Builder 3 Rider in this appendix for details regarding election of the For Life withdrawal option.

    NOTE: The “Joint Life” For Life withdrawal option is not available if the owner is not a natural person.

    Termination and Reinstatement of the Principal Income Builder 3 Rider

    You may not terminate this rider prior to the 5th Contract anniversary following the rider effective date.

    At any point in time, we will terminate this rider upon the earliest to occur:

    • The date you send us notice to terminate the rider (after the 5th Contract anniversary following the rider effective date). This will terminate the rider, not the Contract.
    • The date you fully annuitize, fully surrender or otherwise terminate the Contract.
    • The For Life withdrawal benefit base is zero.
    • The date the Contract owner is changed (annuitant is changed if the owner is not a natural person), except a change in owner due to a spousal continuation of the rider as described in Spousal Continuation of the Principal Income Builder 3 Rider in this appendix or the removal/ addition of a joint life as described in Principal Income Builder 3 - Covered Life Change in this appendix.
    • The date your surviving spouse elects to continue the Contract without this rider (even if prior to the 5th Contract anniversary following the rider effective date).
    • The date you make an impermissible change in a covered life.

    If this rider terminates for any reason other than full surrender of the Contract, this rider may not be reinstated.

    If you surrender the Contract with this rider attached and the Contract is later reinstated, this rider also must be reinstated. At the time this rider is reinstated, we will deduct rider charges scheduled during the period of termination and make any other adjustments necessary to reflect any changes in the amount reinstated and the Contract accumulated value as of the date of termination.

    Spousal Continuation of the Principal Income Builder 3 Rider

    This rider provides that the For Life withdrawal benefit payment may be available in certain situations to an eligible spouse who continues the Contract with the rider.

    If you die while this rider is in effect and if your surviving spouse elects to continue the Contract in accordance with its terms, the surviving spouse may also elect to continue this rider if:

    1.      The Contract accumulated value is greater than zero;
    2.      There has not been a previous spousal continuation of the Contract and this rider; and
    3.      Your spouse is either:
      a.      your primary beneficiary, if you were the sole owner; or
      b.      the surviving joint owner, if there were joint owners.
    If      your spouse elects to continue the Contract without this rider, this rider and all rights, benefits and charges under

    this rider will terminate and cannot be reinstated.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 124


     

    NOTE: Although spousal continuation may be available under federal tax laws for a subsequent spouse, this rider may be continued one time only.

    The following table illustrates the various changes and the resulting outcomes associated with continuation of this rider by an eligible surviving spouse.

    If you die and… And… Then if your spouse continues this rider…
    No withdrawals have Your spouse meets                         Your spouse may continue the rider and take withdrawals until
    been taken since the the minimum issue the earlier of their death or the For Life withdrawal benefit base
    rider effective date age requirement reduces to zero.
     
        For Life withdrawal benefits will automatically be calculated as
        “Single Life” and your spouse will be the sole covered life. Your
        spouse may not add a new covered life or elect “Joint Life”.
     
        The For Life withdrawal benefit percentage will be based on
        your spouse’s age and will lock in at the “Single Life”
        percentage applicable on the date of your spouse’s first
        withdrawal.  
     
        All other provisions of this rider will continue as in effect on the
        date of your death.
    No withdrawals have Your spouse does The Principal Income Builder 3 rider terminates upon your
    been taken since the not meet the death.  
    rider effective date minimum issue age  
      requirement All other provisions of this Contract will continue as in effect on
        the date of your death.
     
    If you die and… And… And… Then if your spouse continues this rider
    Withdrawals have You have locked --- The Principal Income Builder 3 rider terminates
    been taken since the in “Single Life”   upon your death.
    rider effective date For Life    
      withdrawal   All other provisions of this Contract will continue
      benefits   as in effect on the date of your death.
    Withdrawals have You have locked Your spouse is Your spouse may continue the rider and take For
    been taken since in “Joint Life” For the surviving Life withdrawal benefit payments until the earlier
    the rider effective Life withdrawal covered life of their death or the For Life withdrawal benefit
    date benefits   base reduces to zero.
     
          For Life withdrawal benefits will continue to be
          calculated as “Joint Life”.
     
          The For Life withdrawal benefit percentage will
          remain locked in at the “Joint Life” percentage
          applicable on the date of your first withdrawal and
          will not be reset to reflect your death.
     
          All other provisions of this rider will continue as in
          effect on the date of your death.
    Withdrawals have You have locked There is no The Principal Income Builder 3 rider terminates
    been taken since in “Joint Life” For surviving upon your death.
    the rider effective Life withdrawal covered life  
    date benefits   All other provisions of this Contract will continue
          as in effect on the date of your death.

     

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 125


     

    Effect of Divorce on the Principal Income Builder 3 Rider

    Generally, in the event of a divorce, the spouse who retains ownership of the Contract will continue to be entitled to all rights and benefits of this rider while the former spouse will no longer have any such rights or be entitled to any benefits under this rider. If you take a withdrawal to satisfy a court order to pay a portion of the Contract to your former spouse, any portion of such withdrawal that exceeds the available withdrawal benefit payments will be deemed an excess withdrawal under this rider.

    Note: If this excess withdrawal causes the For Life withdrawal benefit base to go to zero, the rider will terminate at the next Contract anniversary unless you make additional premium payments or a GMWB Step-Up is applied. For further information, see Principal Income Builder 3 – Excess Withdrawals in this appendix.

    Principal Income Builder 3 Rider Summary

    Name of Rider   PIB 3
    Marketing Name   Principal Income Builder 3
    Rider Issue Age   45 – 80
    Rider Charge PIB 3 Charges (as a percentage of average quarterly For Life
        withdrawal benefit base)
      · Maximum annual charge is 1.65%.
      · Current annual charge is 0.95%.
    Guaranteed Minimum · For Life
    Withdrawal Benefits    
    Annual Withdrawal Limits · “Single Life” — tiered percentages based on age at first
        withdrawal, beginning at 3.50% and capping at a maximum of
        6.50% of the For Life withdrawal benefit base
      · “Joint Life” — tiered percentages based on age at first withdrawal,
        beginning at 3.00% and capping at a maximum of 6.00% of the For
    Life withdrawal benefit base

    For Life Withdrawal Benefit · “Single Life” or “Joint Life” (your life and the lifetime of your eligible
    Payments   spouse)
      · For Life withdrawal benefit payments default to “Single Life” unless
        “Joint Life” is elected
      · Available the Contract anniversary following the date the oldest
        owner turns 59½ — all withdrawals prior to that Contract
        anniversary are excess withdrawals under the For Life withdrawal
        option
    Termination · You may terminate this rider anytime after the 5th Contract
        anniversary following the rider effective date
    GMWB Step-Up · Automatic annual GMWB Step-Up available until the later of (a) the
        Contract anniversary prior to age 80 or (b) 10 years after the rider
        effective date.
    GMWB Bonus · If no withdrawals are taken, a GMWB Bonus is applied to the
        benefit bases on each Contract anniversary as shown below.
      · Year 1 — 7.00% of premium payments
      · Year 2 — 6.00% of premium payments
      · Year 3 — 5.00% of premium payments
    Investment Restrictions · You must select one of the available GMWB investment options;
        there are no additional restrictions on allocations to the Fixed
        Account or DCA Plus accounts.
    Spousal Continuation · At the death of the first owner to die, a spouse who is a joint owner
        or primary beneficiary may have the option to continue the Contract
        with this rider.

     

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 126


     

    EXAMPLES

    These examples have been provided to assist you in understanding the various features of the Principal Income Builder 3 GMWB rider and to demonstrate how premium payments received and withdrawals taken from the Contract affect the values and benefits under the rider. These examples are based on certain hypothetical assumptions and are for illustrative purposes only. These examples are not intended to serve as projections of future investment returns.

    NOTE: The owner’s actions determine the benefits received.

    NOTE: For the purpose of the following examples, a partial annuitization has the same effect as a partial surrender and both are referred to as a withdrawal in the following examples.

    Examples Without Excess Withdrawals

    Examples 1-5 assume the following:

    • the owner is age 62 and the owner’s spouse is age 60 on the rider effective date.
    • initial premium payment = $100,000.
    • The For Life withdrawal benefit base prior to partial surrender = $100,000.
    • “Single Life” For Life (4.75%) withdrawal benefit payment = $4,750, if withdrawals start prior to the owner attaining age 65.
    • “Joint Life” For Life (4.25%) withdrawal benefit payment = $4,250, if withdrawals start prior to the spouse attaining age 65.

    Example 1

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate the For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

    • a 7% GMWB bonus is credited to the withdrawal benefit base. The credit is $100,000 x 0.07 = $7,000.
    • there is no GMWB Step-Up because the withdrawal benefit base after the bonus is credited is larger than the Contract’s accumulated value.
    • the new For Life withdrawal benefit base is $100,000 + $7,000 = $107,000.
    • the new “Single Life” For Life withdrawal benefit payment is $107,000 x 0.0475 = $5,082.50.

    Example 2
    In contract year one:

    • no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate the For Life withdrawal benefit payment as “Single Life”.
    • the owner makes a premium payment of $50,000.

    On the first Contract anniversary:

    • a 7% GMWB bonus is credited to the withdrawal benefit base. The credit is ($100,000 + $50,000) x 0.07 = $10,500.
    • there is no GMWB Step-Up because the withdrawal benefit base after the bonus is credited is larger than the Contract’s accumulated value.
    • the new For Life withdrawal benefit base is $100,000 + $50,000 + $10,500 = $160,500.
    • the new “Single For Life” For Life withdrawal benefit payment is $160,500 x 0.0475 = $7,623.75.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 127


     

    Example 3

    In contract year one, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $4,250. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 4.25%.

    On the first Contract anniversary:

    • Since a withdrawal was taken in contract year one, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($100,000).
    • the “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($100,000 x .0425 = $4,250).

    Example 4

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

    • a 7% GMWB bonus is credited to the withdrawal benefit bases. The credit is $100,000 x 0.07 = $7,000.
    • there is no GMWB Step-Up because the withdrawal benefit base after the bonus is credited is larger than the Contract’s accumulated value.
    • the new For Life withdrawal benefit base is $100,000 + $7,000 = $107,000.
    • the new “Single Life” For Life withdrawal benefit payment is $107,000 x .0475 = $5,082.50.

    In contract year two, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $4,250. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 4.25%.

    On the second Contract anniversary:

    • Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($107,000).
    • the “Joint Life” For Life withdrawal benefit payment for the next contract year is $107,000 x .0425 = $4,547.50.

    In contract year three, no withdrawals are taken. The “Joint Life” For Life withdrawal benefit payment percentage remains locked-in at 4.25%.

    On the third Contract anniversary:

    • Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($107,000).
    • The “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($107,000 x .0425 = $4,547.50)

    Example 5

    The owner elects the “Single Life” For Life withdrawal benefit payment, and in each of the first two contract years, takes a withdrawal of $5,000. Assume there is no GMWB Step-Up on the first Contract anniversary. On the 2nd Contract anniversary, the owner will receive GMWB Step-Up if the Contract’s accumulated value is greater than the applicable withdrawal benefit base.

    If the accumulated value on the second        
    Contract anniversary is: $ 95,000 $ 110,000
    For Life (“Single Life”)        
    Prior to step-up        
    Withdrawal Benefit Base $ 100,000 $ 100,000
    Withdrawal Benefit Payment $ 100,000 x 0.0475 = $4,750 $ 100,000 x 0.0475 = $4,750
    After step-up        
    Withdrawal Benefit Base $ 100,000 $ 110,000
    Withdrawal Benefit Payment $ 100,000 x 0.0475 = $4,750 $ 110,000 x 0.0475 = $5,225

     

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 128


     

    Examples 6 assumes the following:

    • the owner is age 70 and the owner’s spouse is age 56 on the rider effective date.
    • initial premium payment = $100,000.
    • The For Life withdrawal benefit base prior to partial surrender = $100,000.
    • “Single Life” For Life (5.50%) withdrawal benefit payment = $5,500, if withdrawals start prior to the owner attaining age 75.
    • “Joint Life” For Life (4.00%) withdrawal benefit payment = $4,000, if withdrawals start prior to the owner’s spouse attaining age 60.

    Example 6

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

    • a 7% GMWB bonus is credited to the withdrawal benefit bases. The credit is $100,000 x 0.07 = $7,000.
    • there is no GMWB Step-Up because the withdrawal benefit base after the bonus is credited is larger than the Contract’s accumulated value.
    • the new For Life withdrawal benefit base is $100,000 + $7,000 = $107,000.
    • the new “Single Life” For Life withdrawal benefit payment is $107,000 x .0550 = $5,885.00.

    In contract year two, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $4,000. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 4.00%.

    On the second Contract anniversary:

    • Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($107,000).
    • the “Joint Life” For Life withdrawal benefit payment for the next contract year is $107,000 x .0400 = $4,280.00.

    In contract year three, no withdrawals are taken. The “Joint Life” For Life withdrawal benefit payment percentage remains locked-in at 4.00%.

    On the third Contract anniversary:

    • Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    • there is no GMWB Step-Up because the withdrawal benefit base is larger than the Contract’s accumulated value.
    • the For Life withdrawal benefit base remains the same ($107,000).

    The “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($107,000 x .0400 = $4,280.00)

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 129


     

    Examples With Excess Withdrawals

    Examples 7-8 assume the following:

  • the owner is age 62 and elected “Single Life” For Life withdrawal benefit payments at the first withdrawal and
     
  • locks-in the “Single Life” For Life withdrawal benefit payment percentage at 4.75%.
  • the initial premium payment is $100,000
  • the withdrawal benefit base prior to partial surrender = $100,000
  • “Single Life” For Life (4.75%) withdrawal benefit payment = $4,750
  • Withdrawal taken = $8,000
     
  • excess amount under the For Life withdrawal option is $3,250

    Example 7

    In this example, assume the accumulated value prior to the withdrawal is $90,000.

    Withdrawal Benefit Base Calculation

    On the Contract anniversary following the withdrawal, the withdrawal benefit base is adjusted for any excess withdrawals.

    For Life

    The amount of the adjustment* is $3,812.32. The new For Life withdrawal benefit base is $100,000 - $3,812.32 = $96,187.68.

    *The amount of the adjustment for the excess withdrawal is the greater of a or b where:

    a = $3,250 (the amount of the excess withdrawal); and b = $3,812.32 (the result of (1 divided by 2) multiplied by 3) where:

    1 = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment remaining prior to the withdrawal ($3,250);

    2 = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($90,000 - $4,750); and

    3 = the For Life withdrawal benefit base prior to the adjustment for the excess amount ($100,000).

    Withdrawal Benefit Payment Calculation (for the next contract year)

    The withdrawal benefit payment is the new withdrawal benefit base (calculated on the Contract anniversary) multiplied by the associated percentage. The “Single Life” For Life withdrawal benefit payment percentage is locked-in at 4.75%.

    For Life

    The new “Single Life” For Life withdrawal benefit payment is $96,187.68 x 0.0475 = $4,568.91.

    Example 8

    In this example, assume the accumulated value prior to the withdrawal is $110,000.

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 130


     

    Withdrawal Benefit Base Calculation

    On the Contract anniversary following the withdrawal, the withdrawal benefit base is adjusted for any excess withdrawals.

    For Life

    The amount of the adjustment* is $3,250 (the amount of the excess withdrawal). The new For Life withdrawal benefit base is $100,000 - $3,250 = $96,750.

    *      The amount of the adjustment for excess withdrawal is the greater of a or b where:
      a = $3,250 (the amount of the excess withdrawal); and 
    b = $3,087.89 (the result of (1 divided by 2) multiplied by 3) where:

    1 = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment available prior to the withdrawal ($3,250);

    2 = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to the withdrawal of the excess amount ($110,000 minus $4,750); and

    3 = the For Life withdrawal benefit base prior to the adjustment for the excess amount ($100,000).

    Withdrawal Benefit Payment Calculation (for the next contract year)

    The withdrawal benefit payment is the new withdrawal benefit base (calculated on the Contract anniversary) multiplied by the associated percentage. The “Single Life” For Life withdrawal benefit payment percentage is locked-in at 4.75%.

    For Life

    The new “Single Life” For Life withdrawal benefit payment is $96,750 x 0.0475 = $4,595.62

    Appendix E – Principal Income Builder 3 (for states where the most recent version of the rider not approved) 131


     

    APPENDIX F — PRINCIPAL INCOME BUILDER 10 (FOR STATES WHERE MOST RECENT VERSION OF THE RIDER NOT APPROVED) Overview of Principal Income Builder 10

    Withdrawal options. This rider provides the flexibility of both a For Life withdrawal option and an Investment Back withdrawal option. You are not required to choose between these two withdrawal options unless your Contract accumulated value is zero or you reach the maximum annuitization date.

    The For Life withdrawal option helps to protect you against the risk of a decrease in the Contract accumulated value due to market declines as well as the risk of outliving your money. The Investment Back withdrawal option helps to protect you against the risk of a decrease in the Contract accumulated value due to market declines and is designed to permit you to recover at least your premium payments.

    For Life withdrawal benefit payment percentages. This rider permits an election of “Joint Life” For Life withdrawal benefit payments or “Single Life” For Life withdrawal benefit payments.

    Bonus feature. This rider has a Bonus feature which rewards you annually for not taking a withdrawal in the first 10 years of the rider. The GMWB Bonus increases the withdrawal benefit base, which increases your available withdrawal benefit payment amount. The GMWB Bonus does not increase the remaining withdrawal benefit base. The GMWB Bonus also does not increase your Contract accumulated value.

    Step-Up feature. This rider has an annual Step-Up feature which can increase your rider withdrawal benefit payments if your Contract accumulated value increases. The Contract accumulated value increases whenever additional premium payments are made, the division values rise with market growth, or credits (premium payment credits or exchange credit) are applied.

    Maximum annual rider charge. This rider has a maximum annual rider charge of 2.00% of the Investment Back withdrawal benefit base.

    Spousal continuation. This rider provides that the Investment Back and the For Life withdrawal options may be available to an eligible spouse who continues the Contract with the rider, if certain conditions are met.

    Additional death benefit. This rider also allows your beneficiary(ies) to choose a death benefit under the Contract or any death benefit available under the rider.

    Principal Income Builder 10 Terms

    We use the following definitions to describe the features of this rider:

    • Excess Withdrawal — the portion of a withdrawal that exceeds the available withdrawal benefit payment for a withdrawal option.
    • GMWB Bonus — a bonus credited to the withdrawal benefit base for each withdrawal option, provided certain conditions are met.
    • GMWB investment options – the limited investment options available under the GMWB rider, which reflect a balanced investment objective.
    • GMWB Step-Up — an increase to the withdrawal benefit base and/or remaining withdrawal benefit base for each withdrawal option to an amount equal to your Contract’s accumulated value on the most recent Contract anniversary, provided certain conditions are met.
    • Remaining withdrawal benefit base — the amount available for future withdrawal benefit payments under a withdrawal option. The remaining withdrawal benefit base for each withdrawal option is calculated separately. (not applicable to PIB3)
    • Required minimum distribution (“RMD”) amount — the amount required to be distributed each calendar year for purposes of satisfying the RMD rules of Section 401(a)(9) of the Internal Revenue Code of 1986, as amended, and related Code provisions in effect as of the rider effective date.
    • Rider effective date — the date the rider is issued.
    • Withdrawal — any partial surrender (including surrender charges, if any) and/or any partial annuitization of your
      Contract’s accumulated value.
    • Withdrawal benefit base — the basis for determining the withdrawal benefit payment available each year under a withdrawal option. The withdrawal benefit base for each withdrawal option is calculated separately.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 132


     

    • Withdrawal benefit payment — the amount that we guarantee you may withdraw each contract year under a withdrawal option.

    Principal Income Builder 10 - Withdrawal Options

    For Life Withdrawal Option. This option is intended to help you avoid the risk of out-living your money. You are eligible to take For Life withdrawal benefit payments beginning (i) on the rider effective date if the oldest owner (or the oldest annuitant, if the Contract owner is not a natural person) is at least age 59½ or (ii) on the Contract anniversary following the date that the oldest owner (or the oldest annuitant, if applicable) attains age 59½. Once eligible, each year you may withdraw an amount up to the annual For Life withdrawal benefit payment until the earlier of the date of the death of the last covered life or the date the For Life withdrawal benefit base reduces to zero.

    Investment Back Withdrawal Option. This option is intended to allow a more rapid recovery of your premium payments (approximately 14 years). You are eligible to take Investment Back withdrawal benefit payments beginning on the rider effective date. You may withdraw an amount up to the annual Investment Back withdrawal benefit payment until the earlier of the date of your death (annuitant’s death if the owner is not a natural person) or the date the Investment Back remaining withdrawal benefit base equals zero. Under this option, you may take withdrawals prior to the oldest owner attaining age 59½. If you take withdrawals prior to the oldest owner attaining age 59½, the For Life benefit bases will be reduced for excess withdrawals. If the adjustment for the withdrawals causes the For Life withdrawal benefit base to reduce to zero, the For Life withdrawal option will no longer be available to you (unless you make additional premium payments).

    Principal Income Builder 10 - Withdrawal Benefit Base

    Each withdrawal option has its own withdrawal benefit base, which is used to calculate the annual withdrawal benefit payment for that option. We calculate the withdrawal benefit base for the Investment Back and the For Life withdrawal options separately on:

    • The rider effective date and
    • Each Contract anniversary.

    The initial withdrawal benefit base for both withdrawal options is equal to the initial premium payment.

    On each Contract anniversary, the withdrawal benefit base for each withdrawal option is reset to the greater of 1 or 2, where:

    1. is the accumulated value on the Contract anniversary.

    2. is the result of (a + b + c - d), where:

    a = prior year withdrawal benefit base (or initial withdrawal benefit base if first Contract anniversary);

    b = additional premiums since the previous Contract anniversary (dollar-for-dollar);

    c = any GMWB Bonus credited since the previous Contract anniversary;

    d = any excess withdrawals taken since the previous Contract anniversary*.

    * NOTE: The reduction for an excess withdrawal will be greater than dollar-for-dollar if the Contract accumulated value is less than the withdrawal benefit base at the time of the excess withdrawal. See Principal Income Builder 3 -Excess Withdrawals in this appendix for information about the negative effect of excess withdrawals.

    If you take withdrawals prior to the oldest owner attaining age 59½, the For Life withdrawal benefit bases will be reduced for excess withdrawals. If the adjustment for the withdrawals causes the For Life withdrawal benefit base to reduce to zero, the For Life withdrawal option will no longer be available to you at the next Contract anniversary, unless you make additional premium payments.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 133


     

    Principal Income Builder 10 - Remaining Withdrawal Benefit Base

    Each withdrawal option has its own remaining withdrawal benefit base. The remaining withdrawal benefit base is used to determine the amount available for future withdrawal benefit payments under each withdrawal option. We calculate the For Life and the Investment Back remaining withdrawal benefit bases separately on:

    • The rider effective date,
    • When a premium payment is made,
    • When a GMWB Step-Up is applied, and
    • When a withdrawal is taken.

    The initial remaining withdrawal benefit base for both withdrawal options is equal to the initial premium payment (and likewise equal to the initial withdrawal benefit base) on the rider effective date.

    After the rider effective date, the remaining withdrawal benefit base for each withdrawal option will be:

    • increased dollar-for-dollar by each additional premium payment made and any GMWB Step-Up; and
    • decreased dollar-for-dollar for each withdrawal benefit payment taken; and
    • decreased to reflect any excess withdrawals taken since the previous Contract anniversary (the reduction will be greater than dollar-for-dollar, as shown below, if the Contract accumulated value is less than the remaining withdrawal benefit base at the time of the excess withdrawal). See Principal Income Builder 10 - Excess Withdrawals in this appendix for information about the negative effect that excess withdrawals have on the riders.

    Principal Income Builder 10 - Withdrawal Benefit Payments

    The Investment Back withdrawal benefit payment is equal to 7% of the Investment Back withdrawal benefit base. The Investment Back withdrawal benefit payments are available as of the rider effective date.

    For Life withdrawal benefit payments are available (i) on the rider effective date if the oldest owner (or oldest annuitant, if the Contract owner is not a natural person) is at least age 59½ or (ii) on the Contract anniversary following the date that the oldest owner (or oldest annuitant, if applicable) attains age 59½.

    The For Life withdrawal benefit payments are automatically calculated as “Single Life” unless you provide notice and good order instructions to select “Joint Life” For Life withdrawal benefit payments. If eligible, you may elect “Joint Life” For Life withdrawal benefit payments anytime on or before your first withdrawal following the rider effective date. Once you take this first withdrawal, you cannot change your election of “Single Life” or “Joint Life” For Life withdrawal benefit payments, regardless of any change in life events.

    “Single Life” For Life withdrawal benefit payments. “Single Life” For Life withdrawal benefit payments are based on one covered life. The covered life for “Single Life” is the:

    a.      Owner if there is only one owner;
    b.      Annuitant if the owner is not a natural person;
    c.      Youngest joint owner if there are joint owners; or
    d.      Youngest annuitant if there are joint annuitants and the owner is not a natural person.

    In addition, the covered life must satisfy this rider’s issue age requirements on the date the covered life is designated in accordance with the terms of this rider.

    As long as the Contract is in effect, “Single Life” or “Joint Life” For Life withdrawal benefit payments may be taken until the earlier of the date of the death of the first owner to die (first annuitant, if applicable) or the date the For Life withdrawal benefit base reduces to zero.

    “Joint Life” For Life withdrawal benefit payments. “Joint Life” For Life withdrawal benefit payments are based on two covered lives. You may only elect “Joint Life” For Life withdrawal benefit payments if there are two covered lives that meet the eligibility requirements. There can be no more than two covered lives. The “Joint Life” election is not available if the owner is not a natural person.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 134


     

    To be eligible for “Joint Life” the covered lives must be:

    a.      The owner and the owner’s spouse, provided there is only one owner and the spouse is named as a primary beneficiary; or
    b.      The joint owners, provided the joint owners are each other’s spouse.

    NOTE: Under the Internal Revenue Code (the “Code”), spousal continuation and certain distribution options are available only to a person who is defined as a “spouse” under the Federal Defense of Marriage Act or other applicable Federal Law. All Contract provisions will be interpreted and administered in accordance with the requirements of the Code.

    NOTE: At the time a covered life is designated, that covered life must satisfy this rider’s issue age requirements.

    As long as the Contract is in effect, “Joint Life” For Life withdrawal benefit payments will continue until the earlier of the date of the death of the last covered life or the date the “For Life” withdrawal benefit base reduces to zero.

    Calculating the Principal Income Builder 10 For Life Withdrawal Benefit Payment

    The For Life withdrawal benefit payment is an amount equal to a percentage multiplied by the For Life withdrawal benefit base.

    The For Life withdrawal benefit payment percentage depends on whether you have elected “Single Life” or “Joint Life” and the age of the covered life on the date of the first withdrawal following the rider effective date:

    · “Single Life”:        
     
      Age of Covered Life at First   For Life Withdrawal Benefit  
      Withdrawal   Payment Percentage  
      45-49   3.50%
      50-54   4.00%
      55-59   4.50%
      60-69   5.00%
      70-74   5.50%
      75-79   6.00%
      80+ 6.50%
     
    · “Joint Life”:        
     
      Age of Younger Covered Life at   For Life Withdrawal Benefit  
      First Withdrawal   Payment Percentage  
      45-49   3.00%
      50-54   3.50%
      55-59   4.00%
      60-69   4.50%
      70-74   5.00%
      75-79   5.50%
      80+ 6.00%

     

    NOTE: All withdrawals prior to the Contract anniversary following the oldest owner’s (oldest annuitant’s, if applicable) age 59½ are treated as excess withdrawals when calculating the For Life withdrawal benefit. Under 72t of the Code, a customer can receive substantially equal payments without an IRS tax penalty, even if under age 59½. If you receive 72t distributions and have not reached the Contract anniversary after the oldest owner’s (oldest annuitant’s, if applicable) age 59½, these 72t distributions will be treated as excess withdrawals. See Principal Income Builder 10 - Excess Withdrawals in this appendix for additional information.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 135


     

    Because the For Life withdrawal benefit payments are tiered based on the age of the younger covered life at the time of the first withdrawal, you should carefully choose when you take the first withdrawal following the rider effective date. Once a withdrawal is taken, the For Life withdrawal benefit payment percentage is locked in for the life of this rider. In addition, when you take your first withdrawal, your election of “Single Life” or “Joint Life” remains locked in and cannot be changed. For example, if you have elected “Joint Life” For Life withdrawal benefit payments and take the first withdrawal when the younger covered life is age 46, your For Life withdrawal benefit payment percentage will be locked in at 3.00% for the remaining life of this rider and cannot be changed.

    Principal Income Builder 10 - Covered Life Change

    Any ownership change, change of beneficiary or other change before the annuitization date which would cause a change in a covered life (a “Change”) will result in termination of this rider, except for the following permissible Changes:

    1. Spousal continuation of this rider as described below in Spousal Continuation of the Principal Income Builder 10 Rider in this appendix.

    2. If withdrawals have not been taken and you have not previously elected to continue this rider as provided in

    Spousal Continuation of the Principal Income Builder 10 Rider in this appendix, then:

    a.      You may add a joint owner or primary beneficiary to your Contract as a covered life, provided that the new joint owner or primary beneficiary is an eligible covered life as set forth above.
    b.      You may remove a joint owner or primary beneficiary as a covered life.
    c.      The For Life withdrawal benefit payment percentage will be based on the age of the covered lives and will lock in at the percentage applicable on the date of your first withdrawal.

    3. If withdrawals have been taken and you have locked in “Single Life” For Life withdrawal benefit payments, then:

    a.      You may remove a joint owner as a covered life.
    b.      You may add a primary beneficiary to your Contract, however, you may not add a primary beneficiary as a covered life for purposes of this rider.
    c.      The For Life withdrawal benefit payment percentage will remain locked in at the percentage applicable on the date of your first withdrawal and will not be reset to reflect the removal of the covered life. For Life withdrawal benefit payments will cease upon your death.

    4. If withdrawals have been taken and you have locked in “Joint Life” For Life withdrawal benefit payments, then:

    a.      You may remove a joint owner or primary beneficiary as a covered life.
    b.      You may add a primary beneficiary to your Contract; however, you may not add a primary beneficiary as a covered life for purposes of this rider.
    c.      The For Life withdrawal benefit payment percentage will remain locked in at the percentage applicable on the date of your first withdrawal and will not be reset to reflect the removal of the covered life. For Life withdrawal benefit payments will cease upon your death.

    5. If you have previously elected to continue this rider as provided in Spousal Continuation of the Principal Income Builder 10 Rider in this appendix, then you may add a primary beneficiary to your Contract; however, you may not add a primary beneficiary as a covered life for purposes of this rider. If the primary beneficiary that you add is your spouse, upon your death the spouse can continue the Contract, but the rider will terminate.

    No Change is effective until approved by us in writing. Upon our approval, the Change is effective as of the date you signed the notice requesting the Change.

    An assignment of the Contract or this rider shall be deemed a request for a Change. If the Change is not one of the above permissible Changes, this rider will be terminated as of the date of the assignment.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 136


     

    Principal Income Builder 10 - Effect of Withdrawals

    This rider does not require you to take an available withdrawal benefit payment. If you want to take advantage of this rider’s GMWB Bonus feature, withdrawals cannot be taken during the period the GMWB Bonus is available. See Principal Income Builder 10 - GMWB Bonus in this appendix.

    If you elect not to take an available withdrawal benefit payment, that amount will not be carried forward to the next contract year.

    Each time you take a withdrawal, it is reflected immediately in your Contract accumulated value and in the remaining withdrawal benefit base for each withdrawal option.

    If you take excess withdrawals, the withdrawal benefit base for each withdrawal option will be reduced on the next Contract anniversary. See Principal Income Builder 10 - Excess Withdrawals in this appendix for information about the negative effect of excess withdrawals.

    To help you better understand the various features of this rider and to demonstrate how premium payments made and withdrawals taken from the Contract affect the values and benefits under this rider, we have provided several examples in this appendix.

    Principal Income Builder 10 - Excess Withdrawals

    Any withdrawals that exceed the available withdrawal benefit payments for either withdrawal option are excess withdrawals. Excess withdrawals decrease the withdrawal benefit bases, which will reduce future withdrawal benefit payments.

    All withdrawals prior to the Contract anniversary following the oldest owner’s (oldest annuitant’s, if applicable) age 59½ are treated as excess withdrawals when calculating the For Life withdrawal benefit. Therefore, if you receive 72t distributions and have not reached the Contract anniversary after the oldest owner’s (oldest annuitant’s, if applicable) age 59½, these 72t distributions will be treated as excess withdrawals.

    The Investment Back withdrawal option permits larger payment to you than the For Life withdrawal option. As a result, if you take a withdrawal in an amount permitted under the Investment Back withdrawal option, that withdrawal will be an excess withdrawal to the extent that it exceeds the applicable For Life withdrawal benefit payment.

    Excess withdrawals reduce withdrawal benefit payments, the withdrawal benefit bases, and the remaining withdrawal benefit bases for the two withdrawal options. The reductions can be greater than dollar-for-dollar when the Contract accumulated value is less than the applicable rider withdrawal benefit base at the time of the excess withdrawal.

    The withdrawal benefit base is used to determine the withdrawal benefit payment whereas the remaining withdrawal benefit base is used to determine the amount available for future withdrawal benefit payments. These two values are calculated differently and have different purposes; therefore, the excess withdrawal adjustment for each will vary. If you choose to take an excess withdrawal, the equations below show how to calculate the excess withdrawal adjustment.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 137


     

    Effect on withdrawal benefit base. Excess withdrawals will reduce each of the withdrawal benefit bases in an
    amount equal to the greater of:
      · the excess withdrawal, or
      · the result of (a divided by b) multiplied by c, where:
        a = the amount withdrawn that exceeds the available withdrawal benefit payment prior to the withdrawal;
        b = the Contract accumulated value after the withdrawal benefit payment is deducted, but prior to
        deducting the amount of the excess withdrawal; and
        c = the withdrawal benefit base prior to the adjustment for the excess withdrawal.
    Effect on remaining withdrawal benefit base. Excess withdrawals will reduce each of the remaining
    withdrawal benefit bases in an amount equal to the greater of:
      · the excess withdrawal, or
      · the result of (a divided by b) multiplied by c, where:
        a = the amount withdrawn that exceeds the available withdrawal benefit payment prior to the withdrawal;
        b = the Contract accumulated value after the withdrawal benefit payment is deducted, but prior to
        deducting the amount of the excess withdrawal; and
    c = the remaining withdrawal benefit base prior to the adjustment for the excess withdrawal.
     
    NOTE: All withdrawals taken prior to the date that the oldest owner (oldest annuitant, if applicable) has met the For
      Life age eligibility requirement are excess withdrawals.
     
    NOTE: Withdrawals prior to age 59½ may be subject to a 10% IRS penalty tax.
     
     
    Required Minimum Distribution (RMD) Program for GMWB Riders
     
    Tax-qualified contracts are subject to certain federal tax rules requiring that RMD be taken on a calendar year basis
    (i.e., compared to a contract year basis), usually beginning after age 70½.
     
    If you are eligible for and enroll in our RMD Program for GMWB Riders, as discussed below, a withdrawal taken to
    satisfy RMD for the Contract (an “RMD amount”) that exceeds a withdrawal benefit payment for that contract year will
    not be deemed an excess withdrawal.
     
    RMD Program. Eligibility in the RMD Program for GMWB Riders is determined by satisfaction of the following
    requirements:
     
    · Your Contract may not have the Enhanced Death Benefit Rider;
    · The amount required to be distributed each calendar year for purposes of satisfying the RMD rules of the
      Internal Revenue Code is based only on this Contract (the “RMD amount”); and
    · You have elected scheduled withdrawal payments.
     
    NOTE: Although enrollment in the RMD Program for GMWB Riders does not prevent you from taking an
      unscheduled withdrawal, an unscheduled withdrawal will cause you to lose the RMD Program protections for
      the remainder of the contract year. This means that any withdrawals (scheduled or unscheduled) during
      the remainder of the contract year that exceed applicable withdrawal benefit payments will be treated
      as excess withdrawals, even if the purpose is to take the RMD amount. You will automatically be re-
      enrolled in the RMD Program for GMWB Riders on your next Contract anniversary.
     
    We reserve the right to modify or eliminate the RMD Program for GMWB Riders; for example, if there is a change to
    the Internal Revenue Code or Internal Revenue Service rules or interpretations relating to RMD, including the
    issuance of relevant IRS guidance. We will send you at least 30 days advance notice of any change in or elimination
    of the RMD Program for GMWB Riders. Any modifications or elimination of the RMD Program for GMWB Riders will
    take effect after notice. If we exercise our right to modify or eliminate the RMD Program for GMWB Riders, then any
    scheduled or unscheduled withdrawal in excess of a withdrawal benefit payment after the effective date of the
    program’s modification or elimination will be deemed an excess withdrawal.
     
    You may obtain more information regarding our RMD Program for GMWB Riders by contacting your registered
    representative or by calling us at 1-800-852-4450.

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 138


     

    Principal Income Builder 10 - GMWB Bonus

    Under the GMWB Bonus, on each of the first 10 Contract anniversaries following the rider effective date, we will credit a bonus to the withdrawal benefit base for each withdrawal option, provided you have not taken any withdrawals since the rider effective date.

    The GMWB Bonus is equal to the total of all premium payments made prior to the applicable Contract anniversary multiplied by the applicable percentage shown in the chart below. If the contract date and the rider effective date are different (if we previously have allowed Contract owners to add a rider after issue), the GMWB Bonus is equal to the Contract accumulated value on the rider effective date plus premium payments made between the rider effective date and the Contract anniversary, multiplied by the applicable percentage shown in the chart below.

    Contract Anniversary      
    (following the rider effective date)   GMWB Bonus Percentage  
    1-10   5.00%
    11+ 0.00%

     

    The GMWB Bonus is no longer available after the earlier of:

    • The 10th Contract anniversary following the rider effective date; or
    • The date you take a withdrawal following the rider effective date.

    NOTE: The GMWB Bonus is used only for the purposes of calculating the withdrawal benefit bases for each withdrawal option. The GMWB Bonus is not added to your Contract accumulated value.

    Principal Income Builder 10 - GMWB Step-Up

    The GMWB Step-Up is automatic and applies annually. Under this rider, unless an owner opts out of the automatic GMWB Step-Up, the rider charge will increase if our then current rider charge is higher than when the rider was purchased. The rider charge will never be greater than the maximum Principal Income Builder 10 rider charge. See

    SUMMARY OF EXPENSE INFORMATION section.

    We determine eligibility for a GMWB Step-Up of the withdrawal benefit base and remaining withdrawal benefit base for each withdrawal option separately. If you satisfy the eligibility requirements on a Contract anniversary and your Contract accumulated value is greater than the applicable withdrawal benefit base, we will Step-Up the applicable withdrawal benefit base and remaining withdrawal benefit base to your Contract accumulated value on that Contract anniversary. We will not reduce your withdrawal benefit base or remaining withdrawal benefit base if your Contract accumulated value on a Contract anniversary is less than a withdrawal benefit base.

    If you are eligible for a GMWB Step-Up of a withdrawal benefit base or remaining withdrawal benefit base, you will be charged the then current rider charge. You may choose to opt out of the GMWB Step-Up feature if the charge for your rider will increase. We will send you advance notice if the charge for your rider will increase in order to give you the opportunity to opt out of the GMWB Step-Up feature. Once you opt out, you will no longer be eligible for future GMWB Step-Ups.

    The GMWB Step-Up operates as follows:

    On each Contract anniversary following the rider effective date, you are eligible for a GMWB Step-Up of a withdrawal benefit base if you satisfy all of the following requirements:

    1.      The Contract anniversary occurs before the later of:
      a.      the Contract anniversary following the date the oldest owner (oldest annuitant if the owner is not a natural person) attains age 80; or
      b.      10 years after the rider effective date;
    2.      You have not declined any increases in the rider charge; and
    3.      You have not fully annuitized the Contract.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 139


     

    On each Contract anniversary following the rider effective date, you are eligible for a GMWB Step-Up of a remaining withdrawal benefit base if you satisfy all of the following requirements:

    1.      The Contract anniversary occurs before the later of:
      a.      the Contract anniversary following the date the oldest owner (oldest annuitant if the owner is not a natural person) attains age 80; or
      b.      10 years after the rider effective date;
    2.      You have not declined any increases in the rider charge;
    3.      You have not fully annuitized the Contract; and
    4.      The remaining withdrawal benefit base has not reduced to zero during the life of the rider.

    NOTE: If you take withdrawals in amounts that reduce the remaining withdrawal benefit base to zero, the remaining withdrawal benefit base is not eligible for a GMWB Step-Up (even if additional premium payments are made).

    Effect of Reaching the Maximum Annuitization Date Under the Principal Income Builder 10 Rider

    On or before the maximum annuitization date, you must elect one of the Contract or GMWB rider payment options described below.

    1.      Contract payment options:
     
  • Payments resulting from applying the Contract accumulated value to an annuity benefit payment option.
     
  • Payment of the Contract accumulated value as a single payment.
    2.      GMWB rider payment options:
     
  • You may elect the Investment Back withdrawal option and receive fixed scheduled payments each year in
       
  • amount of the Investment Back withdrawal benefit payment, until the Investment Back remaining
       
  • benefit base is zero. If there is any Investment Back remaining withdrawal benefit base at the
       
  • of your death (death of the first annuitant to die if the owner is not a natural person), we will continue
       
  • as described in Principal Income Builder 10 - Upon Death in this appendix.
     
  • You may elect the For Life withdrawal option and receive fixed scheduled payments each year in the amount
       
  • the For Life withdrawal benefit payment, until the later of:
       
  • the date the For Life remaining withdrawal benefit base is zero; or
       
  • the date of death of the last covered life.
    If there is any For Life remaining withdrawal benefit base at the time of your death, we will continue payments as

    described in Principal Income Builder 10 - Upon Death in this appendix.

    The For Life withdrawal option allows you to spread your withdrawal benefit payments over your lifetime. The Investment Back withdrawal option provides a faster pay out of rider withdrawal benefit payments.

    See Principal Income Builder 10 - Effect of Withdrawals in this appendix for information on how withdrawals prior to the maximum annuitization date affect the GMWB values.

    • We will send you written notice at least 30 days prior to the maximum annuitization date and ask you to select one of the available payment options listed above. If we have not received your election as of the maximum annuitization date, we will automatically apply your Contract accumulated value to an annuity benefit payment option:
    • for Contracts with one annuitant – Life Income with payments guaranteed for a period of 10 years.
    • for Contracts with joint annuitants – Joint and Full Survivor Income with payments guaranteed for a period of 10 years.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 140


     

    Effect of the Contract Accumulated Value Reaching Zero Under the Principal Income
    Builder 10 Rider
     
    We will send you prior written notice whenever reasonably feasible if your Contract accumulated value is
    approaching zero.
     
    In the event that the Contract accumulated value reduces to zero, you must elect either:
     
    · The Investment Back withdrawal option (only available if the Investment Back remaining withdrawal benefit base
      is greater than zero; see Principal Income Builder 10 - Effect of Withdrawals in this appendix); or
    · The For Life withdrawal option (only available if the For Life withdrawal benefit base is greater than zero; see
      Principal Income Builder 10 - Effect of Withdrawals in this appendix).
     
    If we have not received your election or if you are receiving Investment Back scheduled withdrawal benefit payments,
    we will automatically begin making withdrawal benefit payments to you under the Investment Back withdrawal option,
    unless:    
    · You have been receiving For Life scheduled withdrawal benefit payments. We will automatically continue to
      make payments to you under the For Life withdrawal option.
    · The Investment Back remaining withdrawal benefit base is zero. We will automatically begin making payments
      under the Single Life For Life withdrawal option.
     
    The For Life withdrawal option allows you to spread your withdrawal benefit payments over your lifetime. The
    Investment Back withdrawal option provides a faster pay out of withdrawal benefit payments.
     
    We will pay the withdrawal benefit payments under the withdrawal option you have elected as follows:
     
    · If you elect the Investment Back withdrawal option, you will receive fixed scheduled payments each year in the
      amount of the Investment Back withdrawal benefit payment until the Investment Back remaining withdrawal
      benefit base is zero. If there is any Investment Back remaining withdrawal benefit base at the time of your death,
      we will continue payments as described in Principal Income Builder 10 - Upon Death in this appendix.
    · If you have taken withdrawal benefit payments prior to the Contract accumulated value reaching zero, your For
      Life withdrawal option is either “Joint Life” or “Single Life” depending on your election at the time of your first
      withdrawal.
    · If you have not taken withdrawal benefit payments prior to the Contract accumulated value reaching zero, you
      must elect either:
      · The “Single Life” For Life withdrawal option: you will receive fixed scheduled payments each year in the
        amount of the “Single Life” For Life withdrawal benefit payment, until the later of:
        · the date the For Life remaining withdrawal benefit base is zero; or
        · the date of your death (annuitant’s death if the owner is not a natural person).
      · The “Joint Life” For Life withdrawal option: you will receive fixed scheduled payments each year in the
        amount of the “Joint Life” For Life withdrawal benefit payment, until the later of:
        · the date the For Life remaining withdrawal benefit base is zero; or
        · the date of the death of the last covered life.
     
    If there is any For Life remaining withdrawal benefit base at the time of your death, we will continue payments as
    described in Principal Income Builder 10 - Upon Death in this appendix.
     
    NOTE: In the event that the Contract accumulated value reduces to zero, the withdrawal benefit payments elected
        above will continue, but all other rights and benefits under this rider and the Contract (including the death
        benefits) will terminate, and no additional premium payments will be accepted.

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 141


     

    Principal Income Builder 10 Upon Death

    If the Contract Accumulated Value is Greater than Zero. The following table illustrates the various situations and the resulting outcomes if your Contract accumulated value is greater than zero at your death.

    If you die and And Then  
    You are the sole owner Your spouse is not The primary beneficiary(ies) must elect one of the following:
      named as a primary      
      beneficiary a. Receive the death benefit under the Contract*; or
        b. Receive the Investment Back remaining withdrawal
          benefit base as a series of payments.**
     
        Upon your death, only your beneficiary(ies)’s right to the
        above-selected payments will continue; all other rights and
        benefits under the rider and Contract will terminate.
    You are the sole owner Your spouse is named Your spouse may:
      as a primary      
      beneficiary a. Continue the Contract with or without this rider as set
          forth in Spousal Continuation of the Principal Income
          Builder 10 Rider in this appendix; or
        b. Elect one of the following:
          · receive the death benefit under the Contract*;
          · receive the Investment Back remaining withdrawal
            benefit base as a series of payments.**
     
        All other primary beneficiaries must elect one of the options
        listed above in b.
     
        Unless your spouse elects to continue the Contract with this
        rider, only your spouse’s and beneficiary(ies)’s right to the
        above-selected payments will continue; all other rights and
        benefits under the rider and Contract will terminate.
    You are a joint owner The surviving joint Your surviving owner must elect one of the following:
      owner is not your      
      spouse a. Receive the death benefit under the Contract*; or
        b. Receive the Investment Back remaining withdrawal
          benefit base as a series of payments.**
     
        Upon your death, only the surviving owner’s right to the
        above selected payments will continue; all other rights and
        benefits under the rider and Contract will terminate.
    You are a joint owner The surviving joint Your spouse may:
      owner is your spouse      
        a. Continue the Contract with or without this rider as set
          forth below in Spousal Continuation of the Principal
          Income Builder 10 Rider in this appendix; or
        b. Elect one of the following:
          · receive the death benefit under the Contract*;
          · receive the Investment Back remaining withdrawal
            benefit base as a series of payments.**
     
        Unless the surviving spouse owner elects to continue the
        Contract with this rider, upon your death, only your spouse’s
        right to the above-selected payments will continue; all other
        rights and benefits under the rider and Contract will
        terminate.

     

    *      See 8.DEATH BENEFIT for an explanation of the Contract’s death benefit and payment options available for the Contract’s death benefit.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 142


     

    **      We will make payments in an amount and frequency acceptable to us. If a surviving owner or beneficiary chooses a periodic payment, it must be at least $100 per payment until the Investment Back remaining withdrawal benefit base is zero.

    NOTE: The “Joint Life” For Life withdrawal option is not available if the owner is not a natural person.

    If And Then
    The annuitant dies The owner is not a The beneficiary(ies) receive the death benefit under the
      natural person Contract.
     
        If a beneficiary dies before the annuitant, on the annuitant’s
        death we will make equal payments to the surviving
        beneficiaries unless the owner provided us with other written
        instructions. If no beneficiary(ies) survive the annuitant, the
        death benefit is paid to the owner.
     
        Upon the annuitant’s death, only the beneficiary(ies) right to
        the death benefit will continue; all other rights and benefits
        under the Contract will terminate.

     

    If the Contract Accumulated Value is Zero. The following table illustrates the various situations and the resulting outcomes if the Contract accumulated value is zero at your death.

    If you die and… And… Then…
    You are the sole owner You elected the “Single We will continue payments to your beneficiary(ies) according
      Life” For Life withdrawal to the schedule established when you made your election
      option* until the For Life remaining withdrawal benefit base reduces
    to zero.

    You are the sole owner You elected the “Joint We will continue payments to the surviving covered life
      Life” For Life withdrawal according to the schedule established when you made your
      option* election until the date of the surviving covered life’s death.
     
        Upon the surviving covered life’s death, we will continue
        payments to your beneficiary(ies) according to the schedule
        established when you made your election until the For Life
        remaining withdrawal benefit base reduces to zero.
    You are the sole owner You elected the We will continue payments to your beneficiary(ies) according
      Investment Back to the schedule established when you made your election
      withdrawal option* until the Investment Back remaining withdrawal benefit base
        reduces to zero.
    You are a joint owner You elected the “Single We will continue payments to the surviving joint owner
      Life” For Life withdrawal according to the schedule established when you made your
      option* election until the For Life remaining withdrawal benefit base
        reduces to zero.
     
        Upon the surviving joint owner’s death, we will continue
        payments to your beneficiary(ies) according to the schedule
        established when you made your election until the For Life
        remaining withdrawal benefit base reduces to zero.
    You are a joint owner You elected the “Joint We will continue payments to the surviving covered life
      Life” For Life withdrawal according to the schedule established when you made your
      option* election until the date of the surviving covered life’s death.
     
        Upon the surviving joint owners death, we will continue
        payments to your beneficiary(ies) according to the schedule
        established when you made your election until the For Life
        remaining withdrawal benefit base reduces to zero.

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 143


     

    If you die and… And… Then…
    You are a joint owner You elected the We will continue payments to the surviving joint owner
      Investment Back according to the schedule established when you made your
      withdrawal option* election until the Investment Back remaining withdrawal
        benefit base reduces to zero.
     
        Upon the surviving joint owner’s death, we will continue
        payments to your beneficiary(ies) according to the schedule
        established when you made your election until the
        Investment Back remaining withdrawal benefit base reduces
    to zero.

     

    *      See Effect of the Contract Accumulated Value Reaching Zero under the Principal Income Builder 10 Rider in this appendix for details regarding election of the For Life withdrawal option or the Investment Back withdrawal option.

    NOTE: The “Joint Life” For Life withdrawal option is not available if the owner is not a natural person.

    If And Then
    The annuitant dies The owner is not a The beneficiary(ies) receive the death benefit under the
      natural person Contract.
     
      The owner elected the We will continue payments to the owner’s beneficiary(ies)
      “Single Life” For Life according to the schedule established when the owner made
      Withdrawal option* its election until the For Life remaining withdrawal benefit base
        reduces to zero.
     
      The owner elected the We will continue payments to the owner’s beneficiary(ies)
      Investment Back according to the schedule established when the owner made
      withdrawal option* its election until the Investment Back remaining withdrawal
        benefit base reduces to zero.

     

    *      See Effect of the Contract Accumulated Value Reaching Zero under the Principal Income Builder 10 Rider in this appendix for details regarding election of the For Life withdrawal option or the Investment Back withdrawal option.

    Termination and Reinstatement of the Principal Income Builder 10 Rider

    You may not terminate this rider prior to the 5th Contract anniversary following the rider effective date.

    At any point in time, we will terminate this rider upon the earliest to occur:

    • The date you send us notice to terminate the rider (after the 5th Contract anniversary following the rider effective date). This will terminate the rider, not the Contract.
    • The date you fully annuitize, fully surrender or otherwise terminate the Contract.
    • The date the Investment Back remaining withdrawal benefit base and the For Life withdrawal benefit base are both zero.
    • The date the Contract owner is changed (annuitant is changed if the owner is not a natural person), except a change in owner due to a spousal continuation of the rider as described in Spousal Continuation of the Principal Income Builder 10 Rider in this appendix or the removal/ addition of a joint life as described in Principal Income Builder 10 - Covered Life Change in this appendix.
    • The date your surviving spouse elects to continue the Contract without this rider (even if prior to the 5th Contract anniversary following the rider effective date).
    • The date the Investment Back remaining withdrawal benefit base is zero and there are no eligible covered lives.
    • The date you make an impermissible change in a covered life.

    If this rider terminates for any reason other than full surrender of the Contract, this rider may not be reinstated.

    If you surrender the Contract with this rider attached and the Contract is later reinstated, this rider also must be reinstated. At the time this rider is reinstated, we will deduct rider charges scheduled during the period of termination

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 144


     

    and make any other adjustments necessary to reflect any changes in the amount reinstated and the Contract accumulated value as of the date of termination.

    Spousal Continuation of the Principal Income Builder 10 Rider

    This rider provides that the Investment Back and the For Life withdrawal options may be available in certain situations to an eligible spouse who continues the Contract with the rider.

    If you die while this rider is in effect and if your surviving spouse elects to continue the Contract in accordance with its terms, the surviving spouse may also elect to continue this rider if:

    1. The Contract accumulated value is greater than zero;

    2. There has not been a previous spousal continuation of the Contract and this rider; and

    3. Your spouse is either: a. your primary beneficiary, if you were the sole owner; or b. the surviving joint owner, if there were joint owners.

    If your spouse elects to continue the Contract without this rider, this rider and all rights, benefits and charges under this rider will terminate and cannot be reinstated.

    NOTE: Although spousal continuation may be available under federal tax laws for a subsequent spouse, this rider may be continued one time only.

    The following table illustrates the various changes and the resulting outcomes associated with continuation of this rider by an eligible surviving spouse.

    If you die and… And… Then if your spouse continues this rider…
    No withdrawals have Your spouse meets Your spouse may take withdrawals under either withdrawal
    been taken since the the minimum issue option as follows:
    rider effective date age requirement    
        a. The For Life withdrawal option will be available until the
          earlier of the death of your spouse or the For Life
          withdrawal benefit base reduces to zero. For Life
          withdrawal benefits will automatically be calculated as
          “Single Life” and your spouse will be the sole covered life.
          Your spouse may not add a new covered life or elect “Joint
          Life”. The For Life withdrawal benefit percentage will be
          based on your spouse’s age and will lock in at the “Single
          Life” percentage applicable on the date of your spouse’s
          first withdrawal.
        b. The Investment Back withdrawal option will continue to be
          available until the Investment Back remaining withdrawal
          benefit base is zero.
        c. All other provisions of this rider will continue as in effect on
          the date of your death.
    No withdrawals have Your spouse does The For Life withdrawal option terminates upon your death.
    been taken since the not meet the    
    rider effective date minimum issue age Your spouse may take withdrawals under the Investment Back
      requirement withdrawal option as follows:
     
        a. The Investment Back withdrawal option will continue to be
          available until the Investment Back remaining withdrawal
          benefit base is zero.
        b. All other provisions of this rider will continue as in effect on
          the date of your death.

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 145


     

    If you die and… And… And… Then if your spouse continues this rider
    Withdrawals have You have locked --- The For Life withdrawal option terminates upon
    been taken since the in “Single Life”   your death.
    rider effective date For Life      
      withdrawal   Your spouse may take withdrawals under the
      benefits   Investment Back withdrawal option as follows:
     
          a. The Investment Back withdrawal option will
            continue to be available until the Investment
            Back remaining withdrawal benefit base
            reduces to zero.
          b. All other provisions of this rider will continue
            as in effect on the date of your death.
    Withdrawals have You have locked Your spouse is Your spouse may take withdrawals under either
    been taken since in “Joint Life” For the surviving withdrawal option as follows:
    the rider effective Life withdrawal covered life    
    date benefits   a. The For Life withdrawal option will continue to

     

            be available until the earlier of the death of
            your spouse or the For Life withdrawal benefit
            base reduces to zero. For Life withdrawal
            benefits will continue to be calculated as
            “Joint Life”. The For Life withdrawal benefit
            percentage will remain locked in at the “Joint
            Life” percentage applicable on the date of
            your first withdrawal and will not be reset to
            reflect your death.
          b. The Investment Back withdrawal option will
            continue to be available until the Investment
            Back remaining withdrawal benefit base
            reduces to zero.
          c. All other provisions of this rider will continue
            as in effect on the date of your death.
    Withdrawals have You have locked There is no The For Life withdrawal option terminates upon
    been taken since in “Joint Life” For surviving your death.
    the rider effective Life withdrawal covered life    
    date benefits   Your spouse may take withdrawals under the
          Investment Back withdrawal option as follows:

     

    a.      The Investment Back withdrawal option will continue to be available until the Investment Back remaining withdrawal benefit base reduces to zero.
    b.      All other provisions of this rider will continue as in effect on the date of your death.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 146


     

    Effect of Divorce on the Principal Income Builder 10 Rider

    Generally, in the event of a divorce, the spouse who retains ownership of the Contract will continue to be entitled to all rights and benefits of this rider while the former spouse will no longer have any such rights or be entitled to any benefits under this rider. If you take a withdrawal to satisfy a court order to pay a portion of the Contract to your former spouse, any portion of such withdrawal that exceeds the available withdrawal benefit payments will be deemed an excess withdrawal under this rider.

    Note: If this excess withdrawal causes both the For Life withdrawal benefit base and the Investment Back remaining withdrawal benefit base to go to zero, the rider will terminate at the next Contract anniversary unless you make additional premium payments or a GMWB Step-Up is applied. For further information, see Principal Income Builder 10 - Excess Withdrawals in this appendix.

    Principal Income Builder 10 Rider Summary

    Name of Rider   PIB 10
    Marketing Name   Principal Income Builder 10
    Rider Issue Age   45 – 80
    Rider Charge PIB 10 Rider Charges (as a percentage of average quarterly Investment Back
      withdrawal benefit base)
      · Maximum annual charge is 2.00%.
      · Current annual charge is 1.10%.
    Guaranteed Minimum · Investment Back
    Withdrawal Benefits · For Life
    Annual Withdrawal Limits · Investment Back — 7.00% of the Investment Back withdrawal benefit base.
      · “Single Life” — tiered percentages based on age at first withdrawal,
        beginning at 3.50% and capping at a maximum of 6.50% of the For Life
        withdrawal benefit base
      · “Joint Life” — tiered percentages based on age at first withdrawal, beginning
        at 3.00% and capping at a maximum of 6.00% of the For Life withdrawal
        benefit base
    For Life Withdrawal Benefit · “Single Life” or “Joint Life” (your life and the lifetime of your eligible spouse)
    Payments · For Life withdrawal benefit payments default to “Single Life” unless “Joint Life”
        is elected
      · Available the Contract anniversary following the date the oldest owner turns
        59½ — all withdrawals prior to that Contract anniversary are excess
        withdrawals under the For Life withdrawal option
    Termination · You may terminate this rider anytime after the 5th Contract anniversary
        following the rider effective date
    GMWB Step-Up · Automatic annual GMWB Step-Up available until the later of (a) the Contract
        anniversary prior to age 80 or (b) 10 years after the rider effective date.
      · A remaining withdrawal benefit base under a withdrawal option is not eligible
        for a GMWB Step-Up after the remaining withdrawal benefit base reduces to
        zero, even if additional premium payments are made.
    GMWB Bonus · If no withdrawals are taken, a GMWB Bonus is applied to the benefit bases
        on each Contract anniversary as shown below.
      · Years 1-10 — 5.00% of premium payments
      · Years 11+ — 0.00% of premium payments
    Investment Restrictions · You must select one of the available GMWB investment options; there are no
        additional restrictions on allocations to the Fixed Account or DCA Plus
        accounts.
    Spousal Continuation · At the death of the first owner to die, a spouse who is a joint owner or primary
        beneficiary may continue the Contract with or without this rider.
      · The Investment Back withdrawal option continues; the For Life withdrawal
    option continues only for eligible spouses.

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 147


     

    EXAMPLES

    These examples have been provided to assist you in understanding the various features of the Principal Income Builder 10 GMWB rider and to demonstrate how premium payments received and withdrawals taken from the Contract affect the values and benefits under the rider. These examples are based on certain hypothetical assumptions and are for illustrative purposes only. These examples are not intended to serve as projections of future investment returns.

    NOTE: The owner’s actions determine the benefits received.

    NOTE: For the purpose of the following examples, a partial annuitization has the same effect as a partial surrender and both are referred to as a withdrawal in the following examples.

    Examples Without Excess Withdrawals

    Examples 1-5 (without excess withdrawals) assume the following:

    • the owner is age 62 and the owner’s spouse is age 60 on the rider effective date.
    • initial premium payment = $100,000.
    • the withdrawal benefit bases prior to partial surrender = $100,000.
    • the remaining withdrawal benefit bases prior to partial surrender = $100,000.
    • Investment Back (7%) withdrawal benefit payment = $7,000.
    • “Single Life” For Life (5%) withdrawal benefit payment = $5,000, if withdrawals start prior to the owner attaining age 70.
    • “Joint Life” For Life (4.50%) withdrawal benefit payment = $4,500, if withdrawals start prior to the spouse attaining age 70.

    Example 1

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate the For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

  • a 5% GMWB bonus is credited to the withdrawal benefit base(but not to the remaining withdrawal benefit bases).
     
  • credit is $100,000 x 0.05 = $5,000.
  • there is no GMWB Step-Up because the withdrawal benefit bases after the bonus is credited are larger than the
     
  • accumulated value.
  • Investment Back:
     
  • the new Investment Back withdrawal benefit base is $100,000 + 5,000 = $105,000;
     
  • the Investment Back remaining withdrawal benefit base remains the same ($100,000); and
     
  • the new Investment Back withdrawal benefit payment is $105,000 x 0.07 = $7,350.
  • For Life:
     
  • the new For Life withdrawal benefit base is $100,000 + 5,000 = $105,000;
     
  • the For Life remaining withdrawal benefit base remains the same ($100,000); and
     
  • the new “Single Life” For Life withdrawal benefit payment is $105,000 x 0.05 = $5,250.

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 148


     

    Example 2
    In contract year one:

    • no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate the For Life withdrawal benefit payment as “Single Life”.
    • the owner makes a premium payment of $50,000.
    On the first Contract anniversary:
    · a 5% GMWB bonus is credited to the withdrawal benefit base (but not to the remaining withdrawal benefit
      bases). The credit is ($100,000 + $50,000) x 0.05 = $7,500.
    · there is no GMWB Step-Up because the withdrawal benefit bases after the bonus is credited are larger than the Contract’s accumulated value.
     
    · Investment Back:
      · the new Investment Back withdrawal benefit base is $100,000 + $50,000 + $7,500 = $157,500;
      · the new Investment Back remaining withdrawal benefit base is $100,000 + $50,000 = $150,000; and
      · the new Investment Back withdrawal benefit payment is $157,500 x 0.07 = $11,025.
    · For Life:
      · the new For Life withdrawal benefit base is $100,000 + $50,000 + $7,500 = $157,500;
      · the new For Life remaining withdrawal benefit base is $100,000 + $50,000 = $150,000; and
      · the new “Single Life” For Life withdrawal benefit payment is $157,500 x 0.05 = $7,875.

     

    Example 3

    In contract year one, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $4,500. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 4.5%.

    On the first Contract anniversary:

    · Since a withdrawal was taken in contract year one, no GMWB bonus is credited.  
    · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated value.  
     
    · Investment Back:  
    · the withdrawal benefit base remains the same ($100,000);  
    · the new remaining withdrawal benefit base is $100,000 - $4,500 = $95,500; and  
    · the withdrawal benefit payment for the next contract year remains the same ($100,000 x 0.07 = $7,000).  
    · For Life:  
    · the For Life withdrawal benefit base remains the same ($100,000);  
    · the new For Life remaining withdrawal benefit base is $100,000 - $4,500 = $95,500; and  
    · the “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($100,000 x 0.0450=$4,500).  
       

     

    Example 4

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:

    · a 5% GMWB bonus is credited to the withdrawal benefit bases. The credit is $100,000 x 0.05 = $5,000.
    · there is no GMWB Step-Up because the withdrawal benefit bases after the bonus is credited are larger than the
    Contract’s accumulated value.
    · Investment Back:
    · the new Investment Back withdrawal benefit base is $100,000 + 5,000 = $105,000;
    · the Investment Back remaining withdrawal benefit base remains the same ($100,000); and
    · the new Investment Back withdrawal benefit payment is $105,000 x 0.07 = $7,350.
    · For Life:
    · the new For Life withdrawal benefit base is $100,000 + 5,000 = $105,000;
    · the For Life remaining withdrawal benefit base remains the same ($100,000); and
    · the new “Single Life” For Life withdrawal benefit payment is $105,000 x 0.05 = $5,250.

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 149


     

    In contract year two, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $4,500. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 4.50%.

    On the second Contract anniversary:
    · Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated
      value.
    · Investment Back:
      · the Investment Back withdrawal benefit base remains the same ($105,000);
      · the new Investment Back remaining withdrawal benefit base is $100,000 - $4,500 = $95,500; and
      · the Investment Back withdrawal benefit payment for the next contract year remains the same ($105,000 x 0.07 = $7,350).
    · For Life:
      · the For Life withdrawal benefit base remains the same ($105,000);
      · the new For Life remaining withdrawal benefit base is $100,000 - $4,500 = $95,500; and
      · the “Joint Life” For Life withdrawal benefit payment for the next contract year is $105,000 x 0.0450 = $4,725.

     

    In contract year three, no withdrawals are taken. The “Joint Life” For Life withdrawal benefit payment percentage remains locked-in at 4.50%.

    On the third Contract anniversary:
    · Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
    · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated
      value.
    · Investment Back:
      · the Investment Back withdrawal benefit base remains the same ($105,000);
      · the Investment Back remaining withdrawal benefit base remains the same ($95,500); and
      · the Investment Back withdrawal benefit for the next contract year remains the same ($105,000 x 0.07 = $7,350).
    · For Life:
      · the For Life withdrawal benefit base remains the same ($105,000);
      · the For Life remaining withdrawal benefit base remains the same ($95,500); and
      · the “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($105,000 x 0.0450 = $4,725).
       

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 150


     

    Example 5

    The owner elects the “Single Life” For Life withdrawal benefit payment, and in each of the first two contract years, takes a withdrawal of $5,000. Assume there is no GMWB Step-Up on the first Contract anniversary. On the 2nd Contract anniversary, the owner will receive the GMWB Step-Up if the Contract’s accumulated value is greater than the applicable withdrawal benefit base.

    If the accumulated value on the second        
    Contract anniversary is: $95,000 $110,000
    Investment Back        
    Prior to step-up        
    Withdrawal Benefit Base $100,000 $100,000
    Withdrawal Benefit Payment $100,000 x 0.07 = $7,000 $100,000 x 0.07 = $7,000
    Remaining Withdrawal Benefit Base $90,000 $90,000
    After step-up        
    Withdrawal Benefit Base $100,000 $110,000
    Withdrawal Benefit Payment $100,000 x 0.07 = $7,000 $110,000 x 0.07 = $7,700
    Remaining Withdrawal Benefit Base $90,000 $110,000
    For Life (“Single Life”)        
    Prior to step-up        
    Withdrawal Benefit Base $100,000 $100,000
    Withdrawal Benefit Payment $100,000 x 0.05 = $5,000 $100,000 x 0.05 = $5,000
    Remaining withdrawal Benefit Base $90,000 $90,000
    After step-up        
    Withdrawal Benefit Base $100,000 $110,000
    Withdrawal Benefit Payment $100,000 x 0.05 = $5,000 $110,000 x 0.05 = $5,500
    Remaining Withdrawal Benefit Base $90,000 $110,000

     

    Example 6 (without excess withdrawals) assumes the following:
    · the owner is age 70 and the owner’s spouse is age 56 on the rider effective date.
    · initial premium payment = $100,000.
    · the withdrawal benefit bases prior to partial surrender = $100,000.
    · the remaining withdrawal benefit bases prior to partial surrender = $100,000.
    · Investment Back (7%) withdrawal benefit payment = $7,000.
    · “Single Life” For Life (5.50%) withdrawal benefit payment = $5,500, if withdrawals start prior to the owner
    attaining age 75.
    · “Joint Life” For Life (4.00%) withdrawal benefit payment = $4,000, if withdrawals start prior to the owner’s spouse
    attaining age 60.

     

    Example 6

    In contract year one, no withdrawals are taken and no For Life withdrawal benefit payment election has been designated. Because the owner has not made a For Life withdrawal benefit payment election, we automatically calculate For Life withdrawal benefit payment as “Single Life”.

    On the first Contract anniversary:
    · a 5% GMWB bonus is credited to the withdrawal benefit bases. The credit is $100,000 x 0.0550 = $5,500.
    · there is no GMWB Step-Up because the withdrawal benefit bases after the bonus is credited are larger than the
      Contract’s accumulated value.
    · Investment Back:
      · the new Investment Back withdrawal benefit base is $100,000 + 5,000 = $105,000;
      · the Investment Back remaining withdrawal benefit base remains the same ($100,000); and
      · the new Investment Back withdrawal benefit payment is $105,000 x 0.07 = $7,350.
    · For Life:
      · the new For Life withdrawal benefit base is $100,000 + 5,000 = $105,000;
      · the For Life remaining withdrawal benefit base remains the same ($100,000); and
      · the new “Single Life” For Life withdrawal benefit payment is $105,000 x 0.0550 = $5,775.

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 151


     

    In contract year two, the owner elects the “Joint Life” For Life withdrawal benefit payment and takes a withdrawal of $4,000. The “Joint Life” For Life withdrawal benefit payment percentage is locked-in at 4.00%.

    On the second Contract anniversary:

    · Since a withdrawal was taken in contract year two, no GMWB bonus is credited.  
    · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated  
    value.  
    · Investment Back:  
    · the Investment Back withdrawal benefit base remains the same ($105,000);  
    · the new Investment Back remaining withdrawal benefit base is $100,000 - $4,000 = $96,000; and  
    · the Investment Back withdrawal benefit payment for the next contract year remains the same ($105,000 x 0.07 = $7,350).  
     
    · For Life:  
    · the For Life withdrawal benefit base remains the same ($105,000);  
    · the new For Life remaining withdrawal benefit base is $100,000 - $4,000 = $96,000; and  
    · the “Joint Life” For Life withdrawal benefit payment for the next contract year is $105,000 x 0.0400 = $4,200.  

     

    In contract year three, no withdrawals are taken. The “Joint Life” For Life withdrawal benefit payment percentage remains locked-in at 4.00%.

    On the third Contract anniversary:

      · Since a withdrawal was taken in contract year two, no GMWB bonus is credited.
      · there is no GMWB Step-Up because the withdrawal benefit bases are larger than the Contract’s accumulated
        value.
      · Investment Back:
        · the Investment Back withdrawal benefit base remains the same ($105,000);
        · the Investment Back remaining withdrawal benefit base remains the same ($96,000); and
        · the Investment Back withdrawal benefit for the next contract year remains the same ($105,000 x 0.07 =
          $7,350).
      · For Life:
        · the For Life withdrawal benefit base remains the same ($105,000);
        · the For Life remaining withdrawal benefit base remains the same ($96,000); and
      the “Joint Life” For Life withdrawal benefit payment for the next contract year remains the same ($105,000 x 0.0400 = $4,200).

     

    Examples With Excess Withdrawals

    Excess withdrawal examples 7-8 assume the following:

    · the owner is age 62 and elected “Single Life” For Life withdrawal benefit payments at the first withdrawal and
    therefore, locks-in the “Single Life” For Life withdrawal benefit payment percentage at 5%.
    · the initial premium payment is $100,000
    · the withdrawal benefit bases prior to partial surrender = $100,000
    · the remaining withdrawal benefit bases prior to partial surrender = $100,000
    · Investment Back (7%) withdrawal benefit payment = $7,000
    · “Single Life” For Life (5%) withdrawal benefit payment = $5,000
    · Withdrawal taken = $8,000
    · excess amount under the Investment Back withdrawal option is $1,000; and
    · excess amount under the For Life withdrawal option is $3,000

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 152


     

    Example 7

    In this example, assume the accumulated value prior to the withdrawal is $90,000.

    Withdrawal Benefit Base Calculation

    On the Contract anniversary following the withdrawal, the withdrawal benefit base is adjusted for any excess withdrawals.

    Investment Back

    The amount of the adjustment* is $1,204.82. The new Investment Back withdrawal benefit base is $100,000 -$1,204.82 = $98,795.18.

    *The amount of the adjustment for the excess withdrawal is the greater of a or b where:

      a = $1,000 (the amount of the excess withdrawal); and  
      b = $1,204.82 (the result of (1 divided by 2) multiplied by 3) where:  
      1 = the amount of the withdrawal greater than the Investment Back withdrawal benefit payment remaining  
      prior to the withdrawal ($1,000);  
      2 = the accumulated value after the Investment Back withdrawal benefit payment is deducted but prior to the  
      withdrawal of the excess amount ($90,000 - $7,000); and  
      3 = the Investment Back withdrawal benefit base prior to the adjustment for the excess amount ($100,000).
      For Life  
      The amount of the adjustment* is $3,529.41. The new For Life withdrawal benefit base is $100,000 - $3,529.41 =  
    $ 96,470.59 .
      *The amount of the adjustment for the excess withdrawal is the greater of a or b where:  
      a = $3,000 (the amount of the excess withdrawal); and  
      b = $3,529.41 (the result of (1 divided by 2) multiplied by 3) where:  
      1 = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment remaining  
      prior to the withdrawal ($3,000);  
      2 = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to  
      the withdrawal of the excess amount ($90,000 - $5,000); and  
      3 = the For Life withdrawal benefit base prior to the adjustment for the excess amount ($100,000).

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 153


     

    Remaining Withdrawal Benefit Base Calculation

    The remaining withdrawal benefit base is adjusted when withdrawals are taken.

    Investment Back

    The amount of the adjustment* is $8,120.48 (the amount of the Investment Back withdrawal benefit plus the excess withdrawal). The new Investment Back remaining withdrawal benefit base is $100,000 - $8,120.48 = $91,879.52.

    * The amount of the adjustment is (a plus b) where:

    a = $7,000 (the actual amount withdrawn that does not exceed the Investment Back withdrawal benefit payment);
    and
    b = $1,120.48 (a proportionate reduction for the excess withdrawal). The amount of the proportionate reduction is
    the greater of 1 or 2 where:
     
    1 = $1,000 (the amount of the excess withdrawal); and
     
    2 = $1,120.48 (the result of (x divided by y) multiplied by z) where:
     
    x = the amount of the withdrawal greater than the Investment Back withdrawal benefit payment available
    prior to the withdrawal ($1,000);
     
    y = the accumulated value after the Investment Back withdrawal benefit payment is deducted but prior to
    the withdrawal of the excess amount ($90,000 - $7,000); and
     
    z = the Investment Back remaining withdrawal benefit base after the Investment Back withdrawal benefit
    payment is deducted but prior to the adjustment for the excess amount ($100,000 - $7,000).

     

    For Life

    The amount of the adjustment* is $8,352.94 (the amount of the “Single Life” For Life withdrawal benefit payment plus the excess withdrawal). The new For Life remaining withdrawal benefit base is $100,000 - $8,352.94 = $91,647.06.

    *The amount of the adjustment is (a plus b) where:

    a = $5,000 (the actual amount withdrawn that does not exceed the “Single Life” For Life withdrawal benefit
    payment); and
    b = $3,352.94 (a proportionate reduction for the excess withdrawal). The amount of the proportionate reduction is
    the greater of 1 or 2 where:
     
    1 = $3,000 (the amount of the excess withdrawal); and
     
    2 = $3,352.94 (the result of (x divided by y) multiplied by z) where:
     
    x = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment
    remaining prior to the withdrawal ($3,000);
     
    y = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but
    prior to the withdrawal of the excess amount ($90,000 - $5,000); and
     
    z = the For Life remaining withdrawal benefit base after the “Single Life” For Life withdrawal benefit
    payment is deducted but prior to the adjustment for the excess amount ($100,000 - $5,000).

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 154


     

    Withdrawal Benefit Payment Calculation (for the next contract year)

    The withdrawal benefit payment is the new withdrawal benefit base (calculated on the Contract anniversary) multiplied by the associated percentage. The “Single Life” For Life withdrawal benefit payment percentage is locked-in at 5%.

    Investment Back

    The new Investment Back withdrawal benefit payment is $98,795.18 x 0.07 = $6,915.66.

    For Life

    The new “Single Life” For Life withdrawal benefit payment is $96,470.59 x 0.05 = $4,823.53.

    Example 8

    In this example, assume the accumulated value prior to the withdrawal is $110,000.

    Withdrawal Benefit Base Calculation

    On the Contract anniversary following the withdrawal, the withdrawal benefit base is adjusted for any excess withdrawals.

    Investment Back

    The amount of the adjustment* is $1,000 (the amount of the excess withdrawal). The new Investment Back withdrawal benefit base is $100,000 - $1,000 = $99,000.

    * The amount of the adjustment for excess withdrawal is the greater of a or b where:

    a = $1,000 (the amount of the excess withdrawal); and  
    b = $970.87 (the result of (1 divided by 2) multiplied by 3) where:  
     
    1 = the amount of the withdrawal greater than the Investment Back withdrawal benefit payment available  
    prior to the withdrawal ($1,000);  
     
    2 = the accumulated value after the Investment Back withdrawal benefit payment is deducted but prior to the  
    withdrawal of the excess amount ($110,000 minus $7,000); and  
     
    3 = the Investment Back withdrawal benefit base prior to the adjustment for the excess amount ($100,000)

     

    For Life

    The amount of the adjustment* is $3,000 (the amount of the excess withdrawal). The new For Life withdrawal benefit base is $100,000 - $3,000 = $97,000.

    * The amount of the adjustment for excess withdrawal is the greater of a or b where:  
    a = $3,000 (the amount of the excess withdrawal); and  
    b = $2,857.14 (the result of (1 divided by 2) multiplied by 3) where:  
    1 = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment available  
    prior to the withdrawal ($3,000);  
    2 = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but prior to  
    the withdrawal of the excess amount ($110,000 minus $5,000); and  
    3 = the For Life withdrawal benefit base prior to the adjustment for the excess amount ($100,000).

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 155


     

    Remaining Withdrawal Benefit Base Calculation

    The remaining withdrawal benefit base is adjusted when withdrawals are taken.

    Investment Back

    The amount of the adjustment* is $8,000 (the amount of the Investment Back withdrawal benefit payment plus the excess withdrawal). The new Investment Back remaining withdrawal benefit base is $100,000 - $8,000 = $92,000.

    * The amount of the adjustment is a plus b where:

    a = $7,000 (the actual amount withdrawn that does not exceed the Investment Back withdrawal benefit
    payment); and
    b = $1,000 (a proportionate reduction for the excess withdrawal). The amount of the proportionate reduction is
    the greater of 1 or 2 where:
     
    1 = $1,000 (the amount of the excess withdrawal); and
     
    2 = $902.91 (the result of (x divided by y) multiplied by z) where:
     
    x = the amount of the withdrawal greater than the Investment Back withdrawal benefit payment available
    prior to the withdrawal ($1,000);
     
    y = the accumulated value after the Investment Back withdrawal benefit payment is deducted but prior to
    the withdrawal of the excess amount ($110,000 - $7,000); and
     
    z = the Investment Back remaining withdrawal benefit base after the Investment Back withdrawal benefit
    payment is deducted but prior to the adjustment for the excess amount ($100,000 - $7,000).

     

    For Life

    The amount of the adjustment* is $8,000 (the amount of the “Single Life” For Life withdrawal benefit payment plus the excess withdrawal). The new For Life remaining withdrawal benefit base is $100,000 - $8,000 = $92,000.

    * The amount of the adjustment is a plus b where:

    a = $5,000 (the actual amount withdrawn that does not exceed the “Single Life” For Life withdrawal benefit
    payment); and
    b = $3,000 (a proportionate reduction for the excess withdrawal). The amount of the proportionate reduction is
    the greater of 1 or 2 where:
     
    1 = $3,000 (the amount of the excess withdrawal); and
     
    2 = $2,714.28 (the result of (x divided by y) multiplied by z) where:
     
          x = the amount of the withdrawal greater than the “Single Life” For Life withdrawal benefit payment
    available prior to the withdrawal ($3,000);
     
                     y = the accumulated value after the “Single Life” For Life withdrawal benefit payment is deducted but
    prior to the withdrawal of the excess amount ($110,000 - $5,000); and
     
                   z = the For Life remaining withdrawal benefit base after the “Single Life” For Life withdrawal benefit
                  payment is deducted but prior to the adjustment for the excess amount ($100,000 - $5,000).

     

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 156


     

    Withdrawal Benefit Payment Calculation (for the next contract year)

    The withdrawal benefit payment is the new withdrawal benefit base (calculated on the Contract anniversary) multiplied by the associated percentage. The “Single Life” For Life withdrawal benefit payment percentage is locked-in at 5%.

    Investment Back

    The new Investment Back withdrawal benefit payment is $99,000 x 0.07 = $6,930.

    For Life

    The new “Single Life” For Life withdrawal benefit payment is $97,000 x 0.05 = $4,850

    Appendix F – Principal Income Builder 10 (for states where the most recent version of the rider not approved) 157


     

    APPENDIX G – GMWB DEATH BENEFIT EXAMPLES

    These examples have been provided to assist you in understanding the GMWB Death Benefit and to demonstrate how premium payments received and withdrawals taken from the Contract affect the GMWB Death Benefit. These examples are based on certain hypothetical assumptions and are for illustrative purposes only. These examples are not intended to serve as projections of future investment returns.

    NOTE: The owner’s actions determine the benefits received.

    NOTE: For the purpose of the following examples, a partial annuitization has the same effect as a partial surrender and both are referred to as a withdrawal in the following examples.

    Withdrawals impact the GMWB Death Benefit as follows:

    • A withdrawal that is not a "For Life" Excess Withdrawal will reduce the GMWB Death Benefit by the amount of the withdrawal. Then, each "For Life" Excess Withdrawal will proportionately reduce the GMWB Death Benefit.
    • A withdrawal up to the RMD amount under the RMD Program for GMWB Riders is not considered an excess withdrawal and will reduce the GMWB Death Benefit by the amount of the withdrawal.
    • If your GMWB rider offers the Investment Back withdrawal option and you are taking withdrawals under this option, any amount greater than the “For Life” withdrawal benefit payment, or RMD amount if taken under the RMD Program for GMWB Riders, are deducted proportionately rather than dollar-for-dollar.
    Example 1
    Contract issue date = September 1
    Initial premium payment = $100,000
    Available For Life withdrawal benefit payment = $4,000
    Additional premium payments = $0
    Withdrawals = $0
     
    On the contract anniversary in the following calendar year, assume the Contract accumulated value is $90,000.
     
    The GMWB Death Benefit is the greatest of 1, 2, and 3 below.
     
    1 . $90,000 = accumulated value
    2 . $100,000 = $100,000 - $0 = total premium payments minus each withdrawal taken
    3 . N/A – Contract has not reached 7th Contract anniversary
     
    The GMWB Death Benefit on the first contract anniversary is $100,000.
     
     
    Example 2
    Contract issue date = August 15
    Initial premium payment = $50,000
    Available For Life withdrawal benefit payment = $4,000
    Additional premium payment received on October 3 of the same calendar year = $25,000
    Withdrawals = $0
     
    On the contract anniversary in the following calendar year, assume the Contract accumulated value is $110,000.
     
    The GMWB Death Benefit is the greatest of 1, 2, and 3 below.
     
    1 . $110,000 = accumulated value
    2 . $75,000 = $50,000 + $25,000 - $0 = total premium payments minus each withdrawal taken
    3 . N/A – Contract has not reached 7th Contract anniversary
     
    The GMWB Death Benefit on the first contract anniversary is $110,000.

     

    Appendix G –GMWB Death Benefit Examples

    158


     

    Example 3
    Contract issue date = August 31
    Initial premium payment = $75,000
    Available For Life withdrawal benefit payment = $4,000
    Additional premium payment = $0
    Withdrawal on November 3 of same calendar year = $2,500
    Withdrawal on January 15 of following calendar year = $8,000
     
    On November 3, assume the accumulated value prior to the withdrawal is $85,000.
     
    The GMWB Death Benefit on November 3 is the greatest of 1, 2, and 3 below.
     
    1 . $85,000 = accumulated value
    2 . $72,500 = $75,000 - $2,500 = total premium payments minus each withdrawal taken
    3 . N/A – Contract has not reached 7th Contract anniversary
     
    On November 3, the GMWB Death Benefit is $85,000. The available For Life withdrawal benefit payment is reduced
    to $1,500 ($4,000 - $2,500).
     
    On January 15, assume the accumulated value prior to the withdrawal is $88,000. Since the available For Life
    withdrawal benefit payment is $1,500, an excess withdrawal of $6,500 is taken.
     
    Accumulated Value after $1,500 withdrawal = $86,500
    Excess withdrawal death benefit proportion = ($6,500 / $86,500) = 0.0751
     
     
    The GMWB Death Benefit after the withdrawal on January 15 is the greatest of 1, 2, and 3 below.
     
    1 . $80,000 = accumulated value ($88,000 - $8,000)
    2 . $65,667.90 = $75,000 – $2,500 – $1,500 - [($75,000 - $2,500 - $1,500) * 0.0751)] = total premium payments
        minus each withdrawal taken
    3 . N/A – Contract has not reached 7th Contract anniversary
     
    On January 15, the GMWB death benefit is $80,000.
    .    
    Example 4
    Contract issue date = October 25
    Initial premium payment = $75,000
    Available For Life withdrawal benefit payment = $4,000
    Additional premium payment = $0
    Withdrawal on November 3 of same calendar year = $2,500
    Withdrawal on January 15 of following calendar year = $8,000
     
    On November 3, assume the accumulated value prior to the withdrawal is $62,500.
     
    The GMWB Death Benefit on November 3 is the greatest of 1, 2, and 3 below.
     
    1 . $62,500 = accumulated value
    2 . $72,500 = $75,000 - $2,500 = total premium payments minus each withdrawal taken
    3 . N/A – Contract has not reached 7th Contract anniversary
     
    On November 3, the GMWB Death Benefit is $72,500. The available For Life withdrawal benefit payment is reduced
    to $1,500 ($4,000 - $2,500).

     

    Appendix G –GMWB Death Benefit Examples

    159


     

    On January 15, assume the accumulated value prior to the withdrawal is $58,000. Since the available For Life
    withdrawal benefit payment is $1,500, an excess withdrawal of $6,500 is taken.
     
    Accumulated Value after $1,500 withdrawal = $56,500
    Excess withdrawal death benefit proportion = ($6,500 / $56,500) = 0.1150
     
     
    The GMWB Death Benefit after the withdrawal on January 15 is the greatest of 1, 2, and 3 below.
     
    1 . $50,000 = accumulated value ($58,000 - $8,000)
    2 . $62,835.00 = $75,000 – $2,500 – $1,500 - [($75,000 - $2,500 - $1,500) * 0.1150)] = total premium payments
        minus each withdrawal taken
    3 . N/A – Contract has not reached 7th Contract anniversary
     
    On January 15, the GMWB death benefit is $62,835.00.
     
     
    Example 5
    Contract issue date = November 3
    Initial premium payment = $75,000
    Available For Life withdrawal benefit payment = $3,000
    Additional premium payment = $0
    Withdrawal on December 30 of same calendar year = $5,000
    Accumulated Value on Contract anniversary divisible equally by 7 = $53,750
     
     
    On December 30, assume the accumulated value prior to the withdrawal is $65,000. Since the available For Life
    withdrawal benefit payment is $3,000, an excess withdrawal of $2,000 is taken.
     
    Accumulated value after $3,000 withdrawal = $62,000
    Excess withdrawal death benefit proportion = ($2,000 / $62,000) = 0.0323
     
    The GMWB Death Benefit on December 30 is the greatest of 1, 2, and 3 below.
     
    1 . $62,000 = accumulated value
    2 . $69,674.40 = $75,000 - $3,000 – [($75,000 - $3,000) * 0.0323] = total premium payments minus each
        withdrawal taken
    $49,110.77 = $53,750 + $0 - $3,000 - [($53,750 - $3,000) * 0.0323] = the Contract accumulated value that was in
    effect on any prior Contract anniversary that is divisible equally by 7, plus any premium payments made after that
    Contract anniversary minus each withdrawal taken after that Contract anniversary.

     

    Appendix G –GMWB Death Benefit Examples

    160


     

    APPENDIX H - CONDENSED FINANCIAL INFORMATION

    Financial statements are included in the Statement of Additional Information.

    The following table contains the unit values for the Contract without the Premium Payment Credit Rider for the periods ended December 31.

    For Contracts Without the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                Percentage   Units
                Change   Outstanding
          Beginning   End of from Prior   End of Period
    Division     of Period   Period Period   (in thousands)
    AllianceBernstein Small Cap Growth                
    2012   $ 16.304 $ 18.519 13.59 % 164
    2011     15.804   16.304 3.16   170
    2010     11.689   15.804 35.20   168
    2009     8.349   11.689 40.00   122
    2008     15.526   8.349 -46.23   109
    2007     13.782   15.526 12.65   78
    2006     12.608   13.782 9.31   53
    2005 (1)   11.857   12.608 6.33   18
    American Century VP Inflation Protection                
    2012     13.436   14.248 6.05   4,968
    2011     12.175   13.436 10.36   4,861
    2010     11.730   12.175 3.79   5,503
    2009     10.773   11.730 8.88   5,350
    2008     11.087   10.773 -2.83   4,752
    2007     10.250   11.087 8.17   5,125
    2006     10.216   10.250 0.33   3,389
    2005 (1)   10.127   10.216 0.88   1,227
    American Century VP Mid Cap Value                
    2012     11.339   13.014 14.77   111
    2011     11.579   11.339 -2.08   57
    2010 (2)   10.000   11.579 15.79   17
    American Century VP Ultra                
    2012     11.219   12.606 12.37   3,367
    2011     11.263   11.219 -0.39   3,824
    2010     9.847   11.263 14.38   3,933
    2009     7.412   9.847 32.85   4,281
    2008     12.863   7.412 -42.38   4,883
    2007     10.779   12.863 19.33   3,530
    2006     11.297   10.779 -4.59   2,714
    2005 (1)   10.962   11.297 3.06   911
    American Century VP Vista                
    2012     12.670   14.465 14.17   112
    2011     13.928   12.670 -9.03   117
    2010     11.385   13.928 22.34   145
    2009     9.413   11.385 20.95   123
    2008     18.553   9.413 -49.26   125
    2007     13.441   18.553 38.03   87
    2006     12.485   13.441 7.66   39
    2005 (1)   11.980   12.485 -4.22   71

     

    Appendix H – Condensed Financial Information

    295


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Dreyfus Technology Growth                
    2012   $ 14.402 $ 16.406 13.91 % 159
    2011     15.859   14.402 -9.19   146
    2010     12.385   15.859 28.05   202
    2009     7.984   12.385 55.12   153
    2008     13.760   7.984 -41.98   60
    2007     12.176   13.760 13.01   38
    2006     11.851   12.176 2.75   25
    2005 (1)   10.954   11.851 8.19   10
    Fidelity VIP Contrafund®                
    2012     14.017   16.076 14.69   2,514
    2011     14.599   14.017 -3.99   2,728
    2010     12.643   14.599 15.47   2,671
    2009     9.450   12.643 33.79   2,635
    2008     16.698   9.450 -43.41   2,410
    2007     14.415   16.698 15.84   2,031
    2006     13.098   14.415 10.05   1,240
    2005 (1)   11.562   13.098 13.29   427
    Fidelity VIP Equity-Income                
    2012     11.403   13.181 15.59   547
    2011     11.471   11.403 -0.60   558
    2010     10.107   11.471 13.49   558
    2009     7.879   10.107 28.28   557
    2008     13.952   7.879 -43.53   572
    2007     13.951   13.952 0.01   686
    2006     11.779   13.951 18.44   347
    2005 (1)   11.373   11.779 3.57   94
    Fidelity VIP Growth                
    2012     11.967   13.520 12.98   340
    2011     12.122   11.967 -1.28   379
    2010     9.909   12.122 22.33   467
    2009     7.841   9.909 26.37   426
    2008     15.069   7.841 -47.97   436
    2007     12.048   15.069 25.07   376
    2006     11.447   12.048 5.25   204
    2005 (1)   10.809   11.447 5.90   59
    Fidelity VIP Mid Cap                
    2012     16.350   18.497 13.13   484
    2011     18.571   16.350 -11.96   507
    2010     14.626   18.571 26.97   558
    2009     10.597   14.626 38.02   396
    2008     17.768   10.597 -40.36   357
    2007     15.600   17.768 13.90   321
    2006     14.053   15.600 11.01   198
    2005 (1)   12.492   14.053 12.50   36

     

    Appendix H – Condensed Financial Information

    296


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Fidelity VIP Overseas                
    2012   $ 11.627 $ 13.836 19.00 % 2,387
    2011     14.233   11.627 -18.31   2,626
    2010     12.761   14.233 11.53   2,507
    2009     10.237   12.761 24.66   2,659
    2008     18.498   10.237 -44.66   2,623
    2007     16.003   18.498 15.59   2,013
    2006     13.759   16.003 16.31   1,503
    2005 (1)   11.951   13.759 15.13   581
    Franklin Small Cap Value Securities                
    2012     12.036   14.071 16.91   121
    2011     12.663   12.036 -4.95   123
    2010 (3)   10.000   12.663 26.63   27
    Goldman Sachs VIT Mid Cap Value                
    2012     14.134   16.535 16.99   686
    2011     15.286   14.134 -7.54   788
    2010     12.383   15.286 23.45   812
    2009     9.417   12.383 31.50   911
    2008     15.148   9.417 -37.83   981
    2007     14.863   15.148 1.92   925
    2006     12.956   14.863 14.72   550
    2005 (1)   11.892   12.956 8.95   162
    Goldman Sachs VIT Structured Small Cap Equity          
    2012     11.670   13.003 11.42   346
    2011     11.738   11.670 -0.58   418
    2010     9.134   11.738 28.50   395
    2009     7.244   9.134 26.09   360
    2008     11.118   7.244 -34.84   322
    2007     13.481   11.118 -17.53   287
    2006     12.159   13.481 10.87   189
    2005 (1)   11.502   12.159 5.71   -
    Invesco Van Kampen VI Value Opportunities f.k.a. Invesco V.I. Basic Value          
    2012     9.296   10.805 16.23   352
    2011     9.709   9.296 -4.26   389
    2010     9.157   9.709 6.02   363
    2009     6.265   9.157 46.16   310
    2008     13.154   6.265 -55.69   91
    2007     13.118   13.154 0.28   69
    2006     11.733   13.118 11.80   49
    2005 (1)   11.307   11.733 3.77   5

     

    Appendix H – Condensed Financial Information

    297


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Invesco V.I. International Growth                
    2012   $ 8.353 $ 9.543 14.25 % 661
    2011     9.046   8.353 -7.66   621
    2010     8.115   9.046 11.47   446
    2009     6.076   8.115 33.56   359
    2008 (4)   10.000   6.076 -39.24   14
    Invesco V.I. SmallCap Equity                
    2012     14.928   16.790 12.47   252
    2011     15.226   14.928 -1.96   273
    2010     11.994   15.226 26.95   219
    2009     10.014   11.994 19.77   188
    2008     14.762   10.014 -32.16   82
    2007     14.212   14.762 3.87   50
    2006     12.253   14.212 15.99   25
    2005 (1)   11.498   12.253 6.57   6
    MFS Utilities                
    2012     15.362   17.174 11.80   259
    2011     14.604   15.362 5.19   178
    2010     13.028   14.604 12.10   84
    2009 (5)   10.000   13.028 30.28   30
    MFS Value                
    2012     13.115   15.009 14.44   102
    2011     13.342   13.115 -1.70   97
    2010     12.147   13.342 9.84   100
    2009 (5)   10.000   12.147 21.47   32
    Neuberger Berman AMT Large Cap Value f.k.a. Neuberger Berman AMT Partners      
    2012     11.852   13.647 15.14   305
    2011     13.538   11.852 -12.46   291
    2010     11.852   13.538 14.23   288
    2009     7.689   11.852 54.14   344
    2008     16.356   7.689 -52.99   356
    2007     15.148   16.356 7.97   327
    2006     13.666   15.148 10.84   209
    2005 (1)   12.298   13.666 11.12   40
    Neuberger Berman AMT Small Cap Growth          
    2012     9.612   10.329 7.46   206
    2011     9.836   9.612 -2.28   222
    2010     8.327   9.836 18.13   223
    2009     6.869   8.327 21.23   221
    2008     11.492   6.869 -40.23   179
    2007     11.578   11.492 -0.74   163
    2006     11.138   11.578 3.95   104
    2005 (1)   10.677   11.138 4.32   35

     

    Appendix H – Condensed Financial Information

    298


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Neuberger Berman AMT Socially Responsive          
    2012   $ 13.044 $ 14.296 9.60 % 374
    2011     13.628   13.044 -4.28   401
    2010     11.232   13.628 21.33   373
    2009     8.654   11.232 29.79   384
    2008     14.471   8.654 -40.20   338
    2007     13.617   14.471 6.27   265
    2006     12.126   13.617 12.30   144
    2005 (1)   11.467   12.126 5.75   54
    PIMCO VIT All Asset                
    2012     12.921   14.666 13.51   263
    2011     12.832   12.921 0.69   170
    2010     11.489   12.832 11.69   153
    2009 (5)   10.000   11.489 14.89   35
    PIMCO VIT High Yield Portfolio                
    2012     11.544   13.033 12.90   852
    2011     11.308   11.544 2.08   986
    2010 (3)   10.000   11.308 13.08   488
    PIMCO VIT Total Return                
    2012     11.655   12.615 8.23   3,113
    2011     11.390   11.655 2.33   2,029
    2010     10.667   11.390 6.78   1,309
    2009 (5)   10.000   10.667 6.67   353
    T. Rowe Price Blue Chip Growth                
    2012     12.622   14.697 16.44   487
    2011     12.609   12.622 0.11   486
    2010     11.007   12.609 14.56   453
    2009     7.860   11.007 40.04   383
    2008     13.879   7.860 -43.37   114
    2007     12.494   13.879 11.09   87
    2006     11.571   12.494 7.98   51
    2005 (1)   10.774   11.571 7.40   34
    T. Rowe Price Health Sciences                
    2012     17.837   23.075 29.37   395
    2011     16.362   17.837 9.02   328
    2010     14.368   16.362 13.88   303
    2009     11.076   14.368 29.72   257
    2008     15.836   11.076 -30.06   262
    2007     13.623   15.836 16.24   181
    2006     12.722   13.623 7.08   113
    2005 (1)   10.642   12.722 19.55   34
    Van Eck Global Hard Assets                
    2012     13.773   14.024 1.83   311
    2011     16.741   13.773 -17.73   319
    2010     13.174   16.741 27.08   190
    2009 (5)   10.000   13.174 31.74   60

     

    Appendix H – Condensed Financial Information

    299


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Asset Allocation                
    2012   $ 25.221 $ 28.277 12.12 % 373
    2011     25.003   25.221 0.87   373
    2010     23.206   25.003 7.74   381
    2009     19.778   23.206 17.33   384
    2008     26.647   19.778 -25.78   296
    2007     24.140   26.647 10.39   254
    2006     21.674   24.140 11.38   170
    2005 (1)   20.667   21.674 4.87   72
    Bond & Mortgage Securities                
    2012     22.029   23.396 6.20   4,098
    2011     20.832   22.029 5.75   4,013
    2010     18.892   20.832 10.27   4,398
    2009     15.821   18.892 19.41   4,388
    2008     19.317   15.821 -18.10   4,452
    2007     18.916   19.317 2.12   4,627
    2006     18.302   18.916 3.35   2,822
    2005 (1)   18.080   18.302 1.23   1,000
    Diversified Balanced                
    2012     11.137   12.066 8.34   43,622
    2011     10.883   11.137 2.33   27,478
    2010 (3)   10.000   10.883 8.83   14,593
    Diversified Growth                
    2012     11.141   12.281 10.23   91,780
    2011     11.031   11.141 1.00   62,385
    2010 (3)   10.000   11.031 10.31   27,443
    Diversified Income                
    2012 (9)   10.031   10.490 4.57   4,725
    Diversified International                
    2012     20.727   24.244 16.97   1,796
    2011     23.552   20.727 -11.99   1,998
    2010     20.974   23.552 12.29   2,035
    2009     16.480   20.974 27.27   1,498
    2008     31.029   16.480 -46.89   1,267
    2007     27.066   31.029 14.64   1,077
    2006     21.417   27.066 26.38   612
    2005 (1)   18.156   21.417 17.96   184
    Equity Income                
    2012     9.586   10.699 11.61   16,532
    2011     9.206   9.586 4.13   18,577
    2010     8.024   9.206 14.73   12,283
    2009     6.770   8.024 18.52   13,024
    2008     10.378   6.770 -34.77   12,992
    2007 (6)   10.000   10.378 3.78   11,013

     

    Appendix H – Condensed Financial Information

    300


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Government & High Quality Bond                
    2012   $ 11.640 $ 11.945 2.62 % 5,088
    2011     11.095   11.640 4.91   4,636
    2010     10.614   11.095 4.53   5,005
    2009     10.094   10.614 5.15   694
    2008 (7)   10.000   10.094 0.94   12
    International Emerging Markets                
    2012     29.825   35.580 19.29   945
    2011     36.604   29.825 -18.52   952
    2010     31.077   36.604 17.78   894
    2009     18.554   31.077 67.49   878
    2008     41.619   18.554 -55.42   756
    2007     29.657   41.619 40.33   658
    2006     21.709   29.657 36.61   368
    2005 (7)   17.761   21.709 22.23   131
    LargeCap Blend II                
    2012     11.984   13.633 13.76   4,994
    2011     12.149   11.984 -1.36   5,817
    2010     10.862   12.149 11.84   5,985
    2009     8.482   10.862 28.06   6,533
    2008     13.506   8.482 -37.20   6,947
    2007     13.010   13.506 3.81   5,847
    2006     11.374   13.010 14.38   3,901
    2005 (1)   10.969   11.374 3.69   1,448
    LargeCap Growth                
    2012     17.486   20.177 15.39   474
    2011     18.488   17.486 -5.42   528
    2010     15.814   18.488 16.91   549
    2009     12.607   15.814 25.44   576
    2008     22.461   12.607 -43.87   361
    2007     18.462   22.461 21.66   236
    2006     17.007   18.462 8.56   125
    2005 (1)   15.349   17.007 10.80   23
    LargeCap Growth I                
    2012     33.112   38.054 14.93   255
    2011     33.638   33.112 -1.56   252
    2010     28.478   33.638 18.12   246
    2009     18.883   28.478 50.81   273
    2008     32.193   18.883 -41.34   232
    2007     30.042   32.193 7.16   194
    2006     28.640   30.042 4.90   129
    2005 (1)   25.496   28.640 12.33   40

     

    Appendix H – Condensed Financial Information

    301


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    LargeCap S&P 500 Index                
    2012   $ 9.679 $ 11.040 14.06 % 2,277
    2011     9.634   9.679 0.47   2,574
    2010     8.507   9.634 13.25   2,467
    2009     6.820   8.507 24.74   2,416
    2008     10.978   6.820 -37.88   1,888
    2007     10.573   10.978 3.83   1,455
    2006     9.263   10.573 14.14   891
    2005 (1)   8.972   9.263 3.24   350
    LargeCap Value                
    2012     23.997   28.101 17.10   418
    2011     24.017   23.997 -0.08   434
    2010     21.317   24.017 12.67   434
    2009     18.560   21.317 14.85   428
    2008     28.988   18.560 -35.97   362
    2007     29.384   28.988 -1.35   390
    2006     24.803   29.384 18.47   209
    2005 (1)   24.041   24.803 3.17   84
    MidCap Blend                
    2012     46.923   55.347 17.95   1,963
    2011     43.875   46.923 6.95   2,172
    2010     35.797   43.875 22.57   2,193
    2009     27.098   35.797 32.10   1,398
    2008     41.530   27.098 -34.75   1,393
    2007     38.425   41.530 8.08   1,220
    2006     34.060   38.425 12.82   815
    2005 (1)   31.455   34.060 8.28   319
    Money Market                
    2012     13.965   13.791 -1.25   1,671
    2011     14.140   13.965 -1.24   2,077
    2010     14.318   14.140 -1.24   2,034
    2009     14.466   14.318 -1.02   2,509
    2008     14.280   14.466 1.30   2,954
    2007     13.786   14.280 3.58   894
    2006     13.342   13.786 3.33   371
    2005 (1)   13.173   13.342 1.28   166
    Principal Capital Appreciation                
    2012     9.850   11.072 12.40   842
    2011     9.960   9.850 -1.11   733
    2010     8.740   9.960 13.96   558
    2009     6.817   8.740 28.21   385
    2008     10.360   6.817 -34.20   203
    2007 (8)   10.000   10.360 3.60   93

     

    Appendix H – Condensed Financial Information

    302


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Principal LifeTime 2010                
    2012   $ 12.266 $ 13.542 10.40 % 2,148
    2011     12.243   12.266 0.19   2,309
    2010     10.881   12.243 12.52   2,473
    2009     8.809   10.881 23.52   2,598
    2008     12.910   8.809 -31.77   2,466
    2007     12.603   12.910 2.44   2,499
    2006     11.363   12.603 10.91   1,605
    2005 (1)   10.856   11.363 4.67   904
    Principal LifeTime 2020                
    2012     12.434   14.091 13.32   8,852
    2011     12.726   12.434 -2.30   9,541
    2010     11.200   12.726 13.63   10,091
    2009     8.896   11.200 25.90   10,584
    2008     13.682   8.896 -34.98   9,751
    2007     13.212   13.682 3.56   8,959
    2006     11.616   13.212 13.74   5,303
    2005 (1)   11.020   11.616 5.41   1,657
    Principal LifeTime 2030                
    2012     12.057   13.761 14.13   3,594
    2011     12.485   12.057 -3.43   3,660
    2010     10.955   12.485 13.97   3,740
    2009     8.652   10.955 26.62   3,369
    2008     13.780   8.652 -37.21   1,333
    2007     13.168   13.780 4.65   1,138
    2006     11.612   13.168 13.40   677
    2005 (1)   11.037   11.612 5.21   190
    Principal LifeTime 2040                
    2012     12.053   13.892 15.26   676
    2011     12.606   12.053 -4.39   689
    2010     11.022   12.606 14.37   672
    2009     8.615   11.022 27.94   557
    2008     14.107   8.615 -38.93   591
    2007     13.409   14.107 5.21   555
    2006     11.793   13.409 13.70   278
    2005 (1)   11.180   11.793 5.48   93
    Principal LifeTime 2050                
    2012     11.946   13.811 15.61   360
    2011     12.593   11.946 -5.13   323
    2010     10.973   12.593 14.76   327
    2009     8.544   10.973 28.43   319
    2008     14.195   8.544 -39.81   305
    2007     13.482   14.195 5.29   271
    2006     11.820   13.482 14.06   168
    2005 (1)   11.208   11.820 5.46   27

     

    Appendix H – Condensed Financial Information

    303


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Principal LifeTime Strategic Income                
    2012   $ 12.102 $ 13.105 8.28 % 1,405
    2011     11.837   12.102 2.24   1,475
    2010     10.775   11.837 9.86   1,505
    2009     9.173   10.775 17.46   1,556
    2008     12.204   9.173 -24.84   1,026
    2007     12.101   12.204 0.85   1,246
    2006     11.113   12.101 8.89   851
    2005 (1)   10.650   11.113 4.35   446
    Real Estate Securities                
    2012     33.340   38.577 15.71   518
    2011     30.990   33.340 7.58   480
    2010     24.962   30.990 24.15   431
    2009     19.606   24.962 27.32   454
    2008     29.571   19.606 -33.70   417
    2007     36.380   29.571 -18.72   414
    2006     26.965   36.380 34.92   286
    2005 (1)   22.385   26.965 20.46   81
    SAM Balanced                
    2012     10.289   11.457 11.35   50,915
    2011     10.317   10.289 -0.27   53,610
    2010     9.195   10.317 12.20   55,182
    2009     7.519   9.195 22.29   51,928
    2008     10.314   7.519 -27.10   23,851
    2007 (8)   10.000   10.314 3.14   2,332
    SAM Conservative Balanced                
    2012     10.955   12.029 9.81   10,099
    2011     10.844   10.955 1.03   10,213
    2010     9.818   10.844 10.45   10,654
    2009     8.206   9.818 19.64   10,128
    2008     10.286   8.206 -20.22   4,867
    2007 (8)   10.000   10.286 2.86   599
    SAM Conservative Growth                
    2012     9.461   10.668 12.75   3,903
    2011     9.623   9.461 -1.68   3,570
    2010     8.457   9.623 13.79   3,116
    2009     6.813   8.457 24.13   2,317
    2008     10.314   6.813 -33.94   1,434
    2007 (8)   10.000   10.314 3.14   410
    SAM Flexible Income                
    2012     11.493   12.556 9.25   9,859
    2011     11.256   11.493 2.10   9,389
    2010     10.313   11.256 9.14   9,408
    2009     8.706   10.313 18.46   8,280
    2008     10.222   8.706 -14.83   4,008
    2007 (8)   10.000   10.222 2.22   109

     

    Appendix H – Condensed Financial Information

    304


     

          For Contracts Without the Premium Payment Credit Rider    
    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    SAM Strategic Growth                
    2012   $ 8.930 $ 10.188 14.08 % 2,361
    2011     9.217   8.930 -3.11   2,460
    2010     8.018   9.217 14.96   2,231
    2009     6.370   8.018 25.87   1,781
    2008     10.308   6.370 -38.20   1,229
    2007 (8)   10.000   10.308 3.08   401
    Short-Term Income                
    2012     11.170   11.582 3.69   9,441
    2011     11.158   11.170 0.11   8,893
    2010     10.843   11.158 2.90   8,687
    2009     9.986   10.843 8.58   1,322
    2008 (7)   10.000   9.986 -0.14   19
    SmallCap Growth II                
    2012     9.983   11.465 14.84   498
    2011     10.572   9.983 -5.57   529
    2010     8.434   10.572 25.35   586
    2009     6.483   8.434 30.09   551
    2008     11.154   6.483 -41.88   498
    2007     10.758   11.154 3.68   418
    2006     9.996   10.758 7.62   244
    2005 (1)   9.337   9.996 7.06   65
    SmallCap Value I                
    2012     21.253   25.548 20.21   1,430
    2011     22.337   21.253 -4.85   1,710
    2010     17.942   22.337 24.50   1,660
    2009     15.635   17.942 14.76   1,053
    2008     23.221   15.635 -32.67   1,766
    2007     25.988   23.221 -10.65   1,639
    2006     22.179   25.988 17.17   950
    2005 (1)   20.935   22.179 5.94   362

     

    (1) Commenced Operations on March 1, 2005
    (2) Commenced Operations on May 22, 2010
    (3) Commenced Operations on January 4, 2010
    (4) Commenced Operations on May 16, 2008
    (5) Commenced Operations on May 16, 2009
    (6) Commenced Operations on January 12, 2007
    (7) Commenced Operations on November 21, 2008
    (8) Commenced Operations on May 1, 2007
    (9) Commenced Operations on May 15, 2012

    Appendix H – Condensed Financial Information

    305


     

    The following table contains the unit values for the Contract with the Premium Payment Credit Rider for the periods ended December 31.

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    AllianceBernstein Small Cap Growth                
    2012   $ 15.599 $ 17.612 12.90 % 63
    2011     15.211   15.599 2.55   90
    2010     11.318   15.211 34.40   66
    2009     8.133   11.318 39.16   42
    2008     15.216   8.133 -46.55   38
    2007     13.589   15.216 11.97   41
    2006     12.506   13.589 8.66   19
    2005 (1)   11.819   12.506 5.81   4
    American Century VP Inflation Protection          
    2012     12.856   13.551 5.40   1,356
    2011     11.719   12.856 9.70   1,358
    2010     11.358   11.719 3.18   1,634
    2009     10.494   11.358 8.23   1,625
    2008     10.865   10.494 -3.41   1,573
    2007     10.106   10.865 7.51   1,864
    2006     10.133   10.106 -0.27   1,377
    2005 (1)   10.095   10.133 -0.37   560
    American Century VP Mid Cap Value                
    2012     11.230   12.811 14.08   18
    2011     11.536   11.230 -2.66   16
    2010 (2)   10.000   11.536 15.36   7
    American Century VP Ultra                
    2012     10.734   11.989 11.69   1,078
    2011     10.841   10.734 -0.98   1,252
    2010     9.535   10.841 13.70   1,324
    2009     7.220   9.535 32.06   1,459
    2008     12.606   7.220 -42.73   1,731
    2007     10.627   12.606 18.62   1,347
    2006     11.205   10.627 -5.16   1,128
    2005 (1)   10.927   11.205 2.54   468
    American Century VP Vista                
    2012     12.122   13.757 13.48   52
    2011     13.406   12.122 -9.58   69
    2010     11.024   13.406 21.61   73
    2009     9.169   11.024 20.23   74
    2008     18.182   9.169 -49.57   78
    2007     13.252   18.182 37.20   76
    2006     12.384   13.252 7.01   13
    2005 (1)   11.942   12.384 3.70   8

     

    Appendix H – Condensed Financial Information

    306


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Dreyfus Technology Growth                
    2012   $ 13.780 $ 15.602 13.22 % 45
    2011     15.264   13.780 -9.72   46
    2010     11.993   15.264 27.27   41
    2009     7.778   11.993 54.19   44
    2008     13.486   7.778 -42.33   30
    2007     12.005   13.486 12.34   36
    2006     11.754   12.005 2.14   12
    2005 (1)   10.920   11.754 7.64   3
    Fidelity VIP Contrafund®                
    2012     13.411   15.289 14.00   573
    2011     14.052   13.411 -4.56   637
    2010     12.242   14.052 14.79   646
    2009     9.206   12.242 32.98   658
    2008     16.364   9.206 -43.74   648
    2007     14.212   16.364 15.14   540
    2006     12.992   14.212 9.39   380
    2005 (1)   11.525   12.992 12.73   101
    Fidelity VIP Equity-Income                
    2012     10.762   12.366 14.90   178
    2011     10.892   10.762 -1.19   184
    2010     9.655   10.892 12.81   170
    2009     7.572   9.655 27.51   169
    2008     13.489   7.572 -43.87   177
    2007     13.570   13.489 -0.60   180
    2006     11.526   13.570 17.73   144
    2005 (1)   11.184   11.526 3.06   56
    Fidelity VIP Growth                
    2012     11.450   12.858 12.29   161
    2011     11.667   11.450 -1.86   181
    2010     9.595   11.667 21.59   200
    2009     7.638   9.595 25.62   231
    2008     14.768   7.638 -48.28   239
    2007     11.879   14.768 24.32   230
    2006     11.354   11.879 4.63   160
    2005 (1)   10.775   11.354 5.37   56
    Fidelity VIP Mid Cap                
    2012     15.643   17.591 12.45   108
    2011     17.875   15.643 -12.48   137
    2010     14.162   17.875 26.22   135
    2009     10.323   14.162 37.19   125
    2008     17.413   10.323 -40.72   134
    2007     15.381   17.413 13.21   105
    2006     13.939   15.381 10.35   85
    2005 (1)   12.452   13.939 11.94   35

     

    Appendix H – Condensed Financial Information

    307


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Fidelity VIP Overseas                
    2012   $ 11.124 $ 13.158 18.28 % 838
    2011     13.699   11.124 -18.80   954
    2010     12.356   13.699 10.87   918
    2009     9.972   12.356 23.91   992
    2008     18.129   9.972 -44.99   1,056
    2007     15.779   18.129 14.89   890
    2006     13.647   15.779 15.62   694
    2005 (1)   11.913   13.647 14.56   301
    Franklin Small Cap Value Securities                
    2012     11.892   13.820 16.21   21
    2011     12.587   11.892 -5.52   20
    2010 (3)   10.000   12.587 25.87   8
    Goldman Sachs VIT Mid Cap Value                
    2012     13.523   15.725 16.29   279
    2011     14.713   13.523 -8.09   319
    2010     11.990   14.713 22.71   338
    2009     9.173   11.990 30.71   385
    2008     14.845   9.173 -38.21   403
    2007     14.655   14.845 1.30   416
    2006     12.850   14.655 14.05   303
    2005 (1)   11.854   12.850 8.40   91
    Goldman Sachs VIT Structured Small Cap Equity          
    2012     11.166   12.366 10.75   111
    2011     11.297   11.166 -1.16   117
    2010     8.844   11.297 27.74   121
    2009     7.057   8.844 25.32   127
    2008     10.896   7.057 -35.23   139
    2007     13.292   10.896 -18.03   132
    2006     12.060   13.292 10.22   110
    2005 (1)   11.466   12.060 5.18   31
    Invesco V.I. Van Kampen VI Value Opportunities f.k.a. Invesco V.I. Basic Value      
    2012     8.894   10.275 15.53   76
    2011     9.344   8.894 -4.82   87
    2010     8.867   9.344 5.38   82
    2009     6.103   8.867 45.29   78
    2008     12.891   6.103 -52.66   45
    2007     12.933   12.891 -0.33   45
    2006     11.638   12.933 11.13   33
    2005 (1)   11.272   11.638 3.25   8
    Invesco V.I. International Growth                
    2012     8.174   9.282 13.55   74
    2011     8.904   8.174 -8.20   78
    2010     8.036   8.904 10.80   57
    2009     6.053   8.036 32.76   41
    2008 (4)   10.000   6.053 -39.47   4

     

    Appendix H – Condensed Financial Information

    308


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Invesco V.I. SmallCap Equity                
    2012   $ 14.283 $ 15.968 11.79 % 53
    2011     14.655   14.283 -2.54   57
    2010     11.614   14.655 26.18   48
    2009     9.755   11.614 19.06   50
    2008     14.467   9.755 -32.57   51
    2007     14.012   14.467 3.25   51
    2006     12.154   14.012 15.29   30
    2005 (1)   11.462   12.154 6.04   7
    MFS Utilities                
    2012     15.121   16.804 11.13   52
    2011     14.462   15.121 4.56   34
    2010     12.979   14.462 11.43   27
    2009 (5)   10.000   12.979 29.79   15
    MFS Value                
    2012     12.910   14.685 13.75   31
    2011     13.212   12.910 -2.28   17
    2010     12.102   13.212 9.17   10
    2009 (5)   10.000   12.102 21.02   7
    Neuberger Berman AMT Large Cap Value f.k.a. Neuberger Berman AMT Partners      
    2012     11.339   12.978 14.45   89
    2011     13.031   11.339 -12.98   106
    2010     11.476   13.031 13.55   107
    2009     7.490   11.476 53.22   113
    2008     16.029   7.490 -53.27   123
    2007     14.936   16.029 7.32   112
    2006     12.555   14.936 10.19   101
    2005 (1)   12.259   12.555 10.57   25
    Neuberger Berman AMT Small Cap Growth                
    2012     9.196   9.823 6.82   92
    2011     9.468   9.196 -2.87   99
    2010     8.063   9.468 17.43   107
    2009     6.691   8.063 20.51   116
    2008     11.262   6.691 -40.59   109
    2007     11.415   11.262 -1.34   109
    2006     11.047   11.415 3.33   71
    2005 (1)   10.643   11.047 3.80   22
    Neuberger Berman AMT Socially Responsive                
    2012     12.480   13.596 8.94   86
    2011     13.117   12.480 -4.85   94
    2010     10.876   13.117 20.61   97
    2009     8.430   10.876 29.02   93
    2008     14.182   8.430 -40.56   75
    2007     13.426   14.182 5.63   60
    2006     12.028   13.426 11.63   42
    2005 (1)   11.431   12.028 5.22   9

     

    Appendix H – Condensed Financial Information

    309


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    PIMCO VIT All Asset                
    2012   $ 12.719 $ 14.350 12.82 % 59
    2011     12.707   12.719 0.09   31
    2010     11.446   12.707 11.02   81
    2009 (5)   10.000   11.446 14.46   10
    PIMCO VIT High Yield Portfolio                
    2012     11.406   12.800 12.23   274
    2011     11.241   11.406 1.47   353
    2010 (3)   10.000   11.241 12.41   226
    PIMCO VIT Total Return                
    2012     11.473   12.343 7.58   505
    2011     11.279   11.473 1.72   263
    2010     10.627   11.279 6.14   151
    2009 (5)   10.000   10.627 6.27   48
    T. Rowe Price Blue Chip Growth                
    2012     12.077   13.977 15.73   80
    2011     12.137   12.077 -0.50   76
    2010     10.658   12.137 13.88   82
    2009     7.657   10.658 39.19   74
    2008     13.602   7.657 -43.71   50
    2007     12.319   13.602 10.41   49
    2006     11.477   12.319 7.33   32
    2005 (1)   10.740   11.477 6.86   22
    T. Rowe Price Health Sciences                
    2012     17.066   21.945 28.59   120
    2011     15.748   17.066 8.37   110
    2010     13.913   15.748 13.19   93
    2009     10.790   13.913 28.94   84
    2008     15.520   10.790 -30.48   78
    2007     13.432   15.520 15.54   63
    2006     12.618   13.432 6.45   49
    2005 (1)   11.608   12.618 8.70   9
    Van Eck Global Hard Assets                
    2012     13.558   13.722 1.21   65
    2011     16.579   13.558 -18.22   62
    2010     13.124   16.579 26.33   50
    2009 (5)   10.000   13.124 31.24   23
    Asset Allocation                
    2012     23.596   26.295 11.44   131
    2011     23.532   23.596 0.27   141
    2010     21.972   23.532 7.10   151
    2009     18.839   21.972 16.63   159
    2008     25.535   18.839 26.22   155
    2007     23.273   25.535 9.72   149
    2006     21.021   23.273 10.71   99
    2005 (1)   20.145   21.021 4.35   25

     

    Appendix H – Condensed Financial Information

    310


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Bond & Mortgage Securities                
    2012   $ 20.610 $ 21.756 5.56 % 1,225
    2011     19.606   20.610 5.12   1,242
    2010     17.888   19.606 9.60   1,340
    2009     15.070   17.888 18.70   1,384
    2008     18.511   15.070 -18.59   1,452
    2007     18.237   18.511 1.50   1,650
    2006     17.751   18.237 2.74   1,157
    2005 (1)   17.623   17.751 0.73   474
    Diversified Balanced                
    2012     11.004   11.850 7.69   3,694
    2011     10.818   11.004 1.72   2,245
    2010 (3)   10.000   10.818 8.18   1,008
    Diversified Growth                
    2012     11.008   12.062 9.57   7,150
    2011     10.965   11.008 0.39   4,756
    2010 (3)   10.000   10.965 9.65   1,931
    Diversified Income                
    2012 (9)   10.034   10.451 4.16   406
    Diversified International                
    2012     19.391   22.544 16.26   561
    2011     22.166   19.391 -12.52   626
    2010     19.858   22.166 11.62   655
    2009     15.697   19.858 26.51   400
    2008     29.734   15.697 -47.21   384
    2007     26.094   29.734 13.95   347
    2006     20.771   26.094 25.63   239
    2005 (1)   17.697   20.771 17.37   64
    Equity Income                
    2012     9.303   10.321 10.94   4,601
    2011     8.988   9.303 3.51   5,277
    2010     7.881   8.988 14.05   3,426
    2009     6.690   7.881 17.80   3,702
    2008     10.317   6.690 -35.16   3,927
    2007 (6)   10.000   10.317 3.17   3,617
    Government & High Quality Bond                
    2012     11.425   11.654 2.00   1,418
    2011     10.956   11.425 4.28   1,176
    2010     10.544   10.956 3.91   1,182
    2009     10.088   10.544 4.52   98
    2008 (7)   10.000   10.088 0.88   -

     

    Appendix H – Condensed Financial Information

    311


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    International Emerging Markets                
    2012   $ 27.903 $ 33.086 18.58 % 279
    2011     34.450   27.903 -19.01   305
    2010     29.424   34.450 17.08   316
    2009     17.672   29.424 66.50   345
    2008     39.883   17.672 -55.69   357
    2007     28.591   39.883 39.49   317
    2006     21.055   28.591 35.79   214
    2005 (1)   17.311   21.055 21.63   64
    LargeCap Blend II                
    2012     11.311   12.791 13.08   1,617
    2011     11.535   11.311 -1.94   1,903
    2010     10.376   11.535 11.17   2,021
    2009     8.151   10.376 27.30   2,185
    2008     13.057   8.151 -37.57   2,452
    2007     12.654   13.057 3.18   2,224
    2006     11.129   12.654 13.70   1,642
    2005 (1)   10.787   11.129 3.17   664
    LargeCap Growth                
    2012     16.359   18.762 14.69   143
    2011     17.400   16.359 -5.99   149
    2010     14.972   17.400 16.22   153
    2009     12.008   14.972 24.68   146
    2008     21.523   12.008 -44.21   123
    2007     17.798   21.523 20.93   113
    2006     16.494   17.798 7.91   77
    2005 (1)   14.960   16.494 10.25   11
    LargeCap Growth I                
    2012     30.977   35.386 14.23   76
    2011     31.658   30.977 -2.15   84
    2010     26.962   31.658 17.42   88
    2009     17.986   26.962 49.91   99
    2008     30.849   17.986 -41.70   95
    2007     28.962   30.849 6.52   91
    2006     27.776   28.962 4.27   65
    2005 (1)   24.851   27.776 11.77   18
    LargeCap S&P 500 Index                
    2012     9.055   10.266 13.38   620
    2011     9.067   9.055 -0.13   680
    2010     8.055   9.067 12.56   651
    2009     6.496   8.055 24.00   665
    2008     10.520   6.496 -38.25   630
    2007     10.193   10.520 3.21   589
    2006     8.984   10.193 13.46   446
    2005 (1)   8.745   8.984 2.73   166

     

    Appendix H – Condensed Financial Information

    312


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    LargeCap Value                
    2012   $ 22.450 $ 26.132 16.40 % 166
    2011     22.604   22.450 -0.68   183
    2010     20.183   22.604 12.00   192
    2009     17.679   20.183 14.16   194
    2008     27.779   17.679 -36.36   192
    2007     28.328   27.779 -1.94   201
    2006     24.056   28.328 17.76   130
    2005 (1)   23.433   24.056 2.66   31
    MidCap Blend                
    2012     43.898   51.468 17.24   535
    2011     41.293   43.898 6.31   617
    2010     33.894   41.293 21.83   685
    2009     25.811   33.894 31.32   453
    2008     39.797   25.811 -35.14   499
    2007     37.044   39.797 7.43   468
    2006     33.034   37.044 12.14   343
    2005 (1)   30.660   33.034 7.74   147
    Money Market                
    2012     13.065   12.824 -1.84   550
    2011     13.308   13.065 -1.83   610
    2010     13.557   13.308 -1.84   715
    2009     13.779   13.557 -1.61   847
    2008     13.684   13.779 0.69   1,131
    2007     13.291   13.684 2.96   593
    2006     12.940   13.291 2.71   370
    2005 (1)   12.840   12.940 0.78   189
    Principal Capital Appreciation                
    2012     9.577   10.701 11.73   191
    2011     9.743   9.577 -1.70   195
    2010     8.600   9.743 13.29   188
    2009     6.749   8.600 27.43   145
    2008     10.318   6.749 -34.59   96
    2007 (8)   10.000   10.318 3.18   44
    Principal LifeTime 2010                
    2012     11.738   12.881 9.73   415
    2011     11.786   11.738 -0.41   463
    2010     10.538   11.786 11.84   485
    2009     8.582   10.538 22.79   469
    2008     12.655   8.582 -32.18   478
    2007     12.428   12.655 1.83   555
    2006     11.273   12.428 10.25   436
    2005 (1)   10.824   11.273 4.15   222

     

    Appendix H – Condensed Financial Information

    313


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Principal LifeTime 2020                
    2012   $ 11.898 $ 13.403 12.65 % 2,788
    2011     12.251   11.898 -2.88   2,986
    2010     10.847   12.251 12.94   3,134
    2009     8.667   10.847 25.15   3,168
    2008     13.411   8.667 -35.37   3,188
    2007     13.028   13.411 2.94   3,302
    2006     11.524   13.028 13.05   1,978
    2005 (1)   10.987   11.524 4.89   602
    Principal LifeTime 2030                
    2012     11.537   13.089 13.45   781
    2011     12.019   11.537 -4.01   911
    2010     10.610   12.019 13.28   999
    2009     8.429   10.610 25.87   992
    2008     13.507   8.429 -37.60   500
    2007     12.985   13.507 4.02   415
    2006     11.519   12.985 12.73   234
    2005 (1)   11.004   11.519 4.68   90
    Principal LifeTime 2040                
    2012     11.534   13.214 14.56   132
    2011     12.135   11.534 -4.95   145
    2010     10.674   12.135 13.69   156
    2009     8.393   10.674 27.18   161
    2008     13.827   8.393 -39.30   198
    2007     13.223   13.827 4.57   197
    2006     11.699   13.223 13.03   103
    2005 (1)   11.147   11.699 4.95   30
    Principal LifeTime 2050                
    2012     11.432   13.136 14.91   92
    2011     12.123   11.432 -5.70   113
    2010     10.627   12.123 14.08   108
    2009     8.324   10.627 27.67   113
    2008     13.914   8.324 -40.18   123
    2007     13.294   13.914 4.66   134
    2006     11.726   13.294 13.37   92
    2005 (1)   11.175   11.726 4.93   39
    Principal LifeTime Strategic Income                
    2012     11.581   12.465 7.63   237
    2011     11.396   11.581 1.63   240
    2010     10.436   11.396 9.20   255
    2009     8.937   10.436 16.77   211
    2008     11.962   8.937 -25.29   245
    2007     11.933   11.962 0.24   264
    2006     11.024   11.933 8.25   184
    2005 (1)   10.618   11.024 3.82   45

     

    Appendix H – Condensed Financial Information

    314


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                    Number of
                    Accumulation
                    Units
                Percentage   Outstanding
          Beginning   End of Change   End of Period
    Division     of Period   Period from Prior Period   (in thousands)
    Real Estate Securities                
    2012   $ 31.190 $ 35.874 15.02 % 167
    2011     29.166   31.190 6.94   161
    2010     23.634   29.166 23.41   156
    2009     18.675   23.634 26.55   165
    2008     28.337   18.675 -34.10   172
    2007     35.074   28.337 -19.21   165
    2006     26.153   35.074 34.11   135
    2005 (1)   21.819   26.153 19.86   55
    SAM Balanced                
    2012     10.005   11.073 10.67   6,676
    2011     10.092   10.005 -0.86   6,895
    2010     9.049   10.092 11.53   7,259
    2009     7.443   9.049 21.58   6,724
    2008     10.272   7.443 -27.54   3,960
    2007 (8)   10.000   10.272 2.72   967
    SAM Conservative Balanced                
    2012     10.652   11.626 9.15   1,768
    2011     10.608   10.652 0.42   1,853
    2010     9.662   10.608 9.79   1,835
    2009     8.124   9.662 18.93   2,061
    2008     10.244   8.124 -20.70   1,276
    2007 (8)   10.000   10.244 2.44   184
    SAM Conservative Growth                
    2012     9.199   10.310 12.08   1,149
    2011     9.413   9.199 -2.27   1,055
    2010     8.323   9.413 13.10   966
    2009     6.745   8.323 23.40   952
    2008     10.273   6.745 -34.34   779
    2007 (8)   10.000   10.273 2.73   175
    SAM Flexible Income                
    2012     11.175   12.136 8.60   1,917
    2011     11.011   11.175 1.49   1,716
    2010     10.149   11.011 8.49   1,763
    2009     8.619   10.149 17.75   1,647
    2008     10.181   8.619 -15.34   1,252
    2007 (8)   10.000   10.181 1.81   15
    SAM Strategic Growth                
    2012     8.683   9.846 13.40   901
    2011     9.016   8.683 -3.69   861
    2010     7.891   9.016 14.26   810
    2009     6.307   7.891 25.11   841
    2008     10.267   6.307 -38.57   615
    2007 (8)   10.000   10.267 2.67   207

     

    Appendix H – Condensed Financial Information

    315


     

    For Contracts With the Premium Payment Credit Rider

    Accumulation Unit Value

                      Number of
                      Accumulation
                      Units
                  Percentage   Outstanding
            Beginning   End of Change   End of Period
        Division   of Period   Period from Prior Period   (in thousands)
    Short-Term Income                  
    2012     $ 10.964 $ 11.300 3.06 % 2,178
    2011       11.017   10.964 -0.48   2,051
    2010       10.771   11.017 2.28   2,302
    2009       9.980   10.771 7.93   166
    2008 (7)     10.000   9.980 -0.20   3
    SmallCap Growth II                  
    2012       9.339   10.661 14.15   143
    2011       9.950   9.339 -6.14   160
    2010       7.985   9.950 24.61   167
    2009       6.174   7.985 29.33   188
    2008       10.688   6.174 -42.23   173
    2007       10.371   10.688 3.06   157
    2006       9.694   10.371 6.98   111
    2005 (1)     9.100   9.694 6.53   32
    SmallCap Value I                  
    2012       19.883   23.757 19.49   394
    2011       21.023   19.883 -5.42   490
    2010       16.988   21.023 23.75   486
    2009       14.892   16.988 14.07   549
    2008       22.252   14.892 -33.08   563
    2007       25.054   22.252 -11.18   551
    2006       21.511   25.054 16.47   373
    2005 (1)     20.405   21.511 5.42   152

     

    (1) Commenced Operations on March 1, 2005
    (2) Commenced Operations on May 22, 2010
    (3) Commenced Operations on January 4, 2010
    (4) Commenced Operations on May 16, 2008
    (5) Commenced Operations on May 16, 2009
    (6) Commenced Operations on January 12, 2007
    (7) Commenced Operations on November 21, 2008
    (8) Commenced Operations on May 1, 2007
    (9) Commenced Operations on May 15, 2012

    Appendix H – Condensed Financial Information

    316


    PART B
     
     
    PRINCIPAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
     
     
    PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITYSM (FOR
    APPLICATIONS SIGNED ON OR AFTER AUGUST 1, 2013)
     
    Statement of Additional Information
     
    dated August 1, 2013
    This Statement of Additional Information provides information about the Principal Investment Plus Variable Annuity
    (the “Contract”) in addition to the information that is contained in the Contract’s Prospectus dated August 1, 2013.
     
    This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectus, a
    copy of which can be obtained free of charge by writing or calling:
     
    Principal Investment Plus Variable Annuity
    The Principal Financial Group
    P.O. Box 9382
    Des Moines Iowa 50306-9382
    Telephone: 1-800-852-4450

     


     

    TABLE OF CONTENTS
     
      Page
    GENERAL INFORMATION AND HISTORY 3
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3
    PRINCIPAL UNDERWRITER 3
    CALCULATION OF PERFORMANCE DATA 4
    TAXATION UNDER CERTAIN RETIREMENT PLANS 11
    Principal Life Insurance Company Separate Account B  
    Report of Independent Registered Public Accounting Firm 15
    Financial Statements 16
    Principal Life Insurance Company  
    Report of Independent Registered Public Accounting Firm 137
    Financial Statements 138

     

    2


     

    GENERAL INFORMATION AND HISTORY            
     
    Principal Life Insurance Company (the “Company”) is the issuer of the Principal Investment Plus Variable Annuity  
    (the “Contract”) and serves as custodian of its assets. The Company is a stock life insurance company with authority  
    to transact life and annuity business in all states of the United States and the District of Columbia. The Company’s  
    home office is located at: Principal Financial Group, Des Moines, Iowa 50392. The Company is a wholly owned  
    subsidiary of Principal Financial Services, Inc., which in turn, is a wholly owned direct subsidiary of Principal  
    Financial Group, Inc., a publicly-traded company.        
     
    On June 24,1879, the Company was incorporated under Iowa law as a mutual assessment life insurance company  
    named Bankers Life Association. The Company became a legal reserve life insurance company and changed its  
    name to Bankers Life Company in 1911. In 1986, the Company changed its name to Principal Mutual Life Insurance  
    Company. In 1998, the Company became Principal Life Insurance Company, a subsidiary stock life insurance  
    company of Principal Mutual Holding Company, as part of a reorganization into a mutual insurance holding company  
    structure. In 2001, Principal Mutual Holding Company converted to a stock company through a process called  
    demutualization, resulting in the current organizational structure.        
     
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM        
     
    Ernst & Young LLP, 801 Grand Avenue, Suite 3000, Des Moines, Iowa 50309, serves as the independent registered  
    public accounting firm for Principal Life Insurance Company Separate Account B and the Principal Life Insurance  
    Company.            
     
    PRINCIPAL UNDERWRITER            
     
    The principal underwriter of the Contract is Princor Financial Services Corporation (“Princor”) which is a wholly  
    owned subsidiary of Principal Financial Services, Inc. and an affiliate of the Company. The address of Princor is the  
    Principal Financial Group, 650 8th Street, Des Moines, Iowa 50392-0200. Princor was incorporated in Iowa in 1968  
    and is a securities broker-dealer registered with the Securities Exchange Commission as well as a member of the  
    FINRA. The Contracts may also be sold through other broker-dealers authorized by Princor and applicable law to do  
    so. Registered representatives of such broker-dealers may be paid on a different basis than described below.  
     
    The Contract’s offering to the public is continuous. As the principal underwriter, Princor is paid for the distribution of  
    the Contract. For the last three fiscal years Princor has received and retained the following commissions:  
     
    2012   2011     2010  
    received/retained   received/retained     received/retained  
    $26,659,192/$0 $23,850,870/$0 $21,071,957/$0

     

    3


     

    CALCULATION OF PERFORMANCE DATA      
     
    The Separate Account may publish advertisements containing information (including graphs, charts, tables and  
    examples) about the performance of one or more of its divisions. Separate performance figures will be shown for the  
    Contract without the premium payment credit rider and for the Contract with the premium payment credit rider.  
     
    The Contract was not offered prior to March 1, 2005. However, the certain divisions invest in underlying mutual funds  
    which were offered prior to the date the Contract was available. Thus, the Separate Account may publish  
    advertisements containing information about the hypothetical performance of one or more of its divisions for this  
    Contract as the Contract was issued on or after the date the underlying mutual fund was first offered. The  
    hypothetical performance from the date of inception of the underlying mutual fund in which the division invests is  
    derived by reducing the actual performance of the underlying mutual fund by the highest level of fees and charges of  
    the Contract as if it had been in existence.      
     
    In addition, as certain of the underlying mutual funds have added classes since the inception of the fund,  
    performance may be shown for periods prior to the inception date of the new class which represents the historical  
    results of initial class shares adjusted to reflect the fees and expenses of the new class.    
     
    The yield and total return figures described below will vary depending upon market conditions, the composition of the  
    underlying mutual fund’s portfolios and operating expenses. These factors and possible differences in the methods  
    used in calculating yield and total return should be considered when comparing the Separate Account performance  
    figures to performance figures published for other investment vehicles.    
     
    The Separate Account may also quote rankings, yields or returns as published by independent statistical services or  
    publishers and information regarding performance of certain market indices. Any performance data quoted for the  
    Separate Account represents only historical performance and is not intended to indicate future performance.  
     
    From time to time the Separate Account advertises its Money Market Division’s “yield” and “effective yield” for the  
    Contract. Both yield figures are based on historical earnings and are not intended to indicate future performance. The  
    “yield” of the division refers to the income generated by an investment under the Contract in the division over a 7-day  
    period (which period will be stated in the advertisement). This income is then “annualized.” That is, the amount of  
    income generated by the investment during that week is assumed to be generated each week over a 52-week period  
    and is shown as a percentage of the investment. The “effective yield” is calculated similarly but, when annualized, the  
    income earned by an investment in the division is assumed to be reinvested. The “effective yield” will be slightly  
    higher than the “yield” because of the compounding effect of this assumed reinvestment. Neither yield quotation  
    reflects a sales load deducted from purchase payments which, if included, would reduce the “yield” and “effective  
    yield.”      
     
      Yield For the Period Ended December 31, 2012  
    For Contracts: 7-Day Annualized Yield 7-Day Effective Yield  
    without a surrender charge or a Purchase Payment Credit Rider -1.27% -1.28%
    with a surrender charge but without a Purchase Payment Credit Rider -7.27% -7.28%
    without a surrender charge but with a Purchase Payment Credit Rider -1.87% -1.88%
     
    Also, from time to time, the Separate Account will advertise the average annual total return of its various divisions.  
    The average annual total return for any of the divisions is computed by calculating the average annual compounded  
    rate of return over the stated period that would equate an initial $1,000 investment to the ending redeemable  
    Contract value. In this calculation for the Contract without the Premium Payment Credit Rider, the ending value is  
    reduced by a surrender charge that decreases from 6% to 0% over a period of 7 years. For the calculations relating  
    to the Contract with the Premium Payment Credit Rider, the ending value is reduced by a surrender charge that  
    decreases from 8% to 0% over a period of 9 years. The Separate Account may also advertise total return figures for  
    its divisions for a specified period that does not take into account the surrender charge in order to illustrate the  
    change in the division’s unit value over time. See “Charges and Deductions” in the Prospectus for a discussion of  
    surrender charges.      

     

    4


     

    Following are the hypothetical average annual total returns for the period ending December 31, 2012 assuming the
    Contract had been offered as of the effective dates of the underlying mutual funds in which the divisions invest (the
    performance calculations with Surrender Charge are in accordance with the SEC standard, while the performance
    calculations without the Surrender Charge are not in accordance with the SEC standard):

     

        For Contracts without the Premium Payment      
        Credit Rider and with Surrender Charge      
      Effective             Since  
    Division Date One Year   Five Years    Ten Years   Inception  
    AllianceBernstein Small Cap Growth 08/15/1996 7.56 % 3.02 % 9.73 %    
    Alliance Bernstein Small/Mid Cap Value 05/02/2001 11.71 % 3.45 % 9.11 %    
    American Century VP Inflation Protection 12/31/2002 0.02 % 4.62 % 4.21 %    
    American Century VP Mid Cap Value 10/29/2004 8.75 % 4.23 %     7.04 %
    American Century VP Ultra 05/01/2001 6.33 % -1.06 % 4.18 %    
    American Century VP Vista 10/05/2001 8.14 % -5.65 % 7.06 %    
    Asset Allocation 06/01/1994 6.09 % 0.58 % 5.74 %    
    Bond & Mortgage Securities 12/18/1987 0.17 % 3.35 % 3.27 %    
    Delaware VIP Small Cap Value 05/01/2000 6.64 % 4.68 % 9.35 %    
    Diversified Balanced 12/30/2009 2.31 %         5.23 %
    Diversified Growth 12/30/2009 4.21 %         5.88 %
    Diversified Income 05/15/2012             4.57 %
    Diversified International 05/02/1994 10.93 % -5.61 % 7.98 %    
    Dreyfus Technology Growth 08/31/1999 7.88 % 3.01 % 7.50 %    
    DWS Small Mid Cap Value 05/01/1996 6.39 % 0.70 % 9.60 %    
    Equity Income 04/28/1998 5.57 % -0.02 % 7.38 %    
    Fidelity VIP Contrafund 01/03/1995 8.66 % -1.43 % 7.33 %    
    Fidelity VIP Equity-Income 11/03/1986 9.56 % -1.81 % 5.07 %    
    Fidelity VIP Growth 10/31/1986 6.95 % -2.86 % 5.03 %    
    Fidelity VIP Mid Cap 12/28/1998 7.10 % 0.18 % 9.90 %    
    Fidelity VIP Overseas 01/28/1987 12.97 % -6.46 % 6.40 %    
    Franklin Small Cap Value Securities 04/30/1998 10.88 % 2.93 % 8.48 %    
    Goldman Sachs Mid Cap Value 05/01/1998 10.96 % 1.16 % 8.37 %    
    Goldman Sachs Structured Small Cap Equity 02/13/1998 5.39 % 2.61 % 6.34 %    
    Government & High Quality Bond 05/06/1993 -3.41 % 3.56 % 3.27 %    
    International Emerging Markets 10/24/2000 13.26 % -3.82 % 15.30 %    
    Invesco Van Kampen VI Value Opportunities                  
             f.k.a. Invesco VI Basic Value 09/10/2001 10.20 % -4.62 % 3.21 %    
    Invesco VI International Growth 05/05/1993 8.21 % -2.24 % 9.17 %    
    Invesco VI Small Cap Equity 08/29/2003 6.44 % 2.02 %     6.41 %
    LargeCap Blend II 05/01/2002 7.73 % -0.46 % 5.10 %    
    LargeCap Growth 05/02/1994 9.36 % -2.83 % 5.85 %    
    LargeCap Growth I 06/01/1994 8.89 % 2.83 % 6.56 %    
    LargeCap S&P 500 Index 05/03/1999 8.03 % -0.53 % 5.40 %    
    LargeCap Value 05/13/1970 11.07 % -1.29 % 5.05 %    
    MFS VIT New Discovery 05/01/1998 13.84 % 6.28 % 8.58 %    
    MFS VIT Utilities 01/03/1995 5.77 % 0.60 % 13.06 %    
    MFS VIT Value 01/02/2002 8.41 % -0.80 % 6.27 %    
    MidCap Blend 12/18/1987 11.92 % 5.39 % 10.30 %    
    Money Market 03/18/1983 -7.28 % -1.35 % 0.33 %    
    Neuberger Berman AMT Large Cap Value                  
    f.k.a. Neuberger Berman AMT Partners 03/22/1994 9.11 % -4.31 % 6.16 %    
    Neuberger Berman AMT Small-Cap Growth 07/12/2002 1.43 % -2.82 % 2.50 %    
    Neuberger Berman AMT Socially Responsive 02/18/1999 3.56 % -0.90 % 6.29 %    
    PIMCO VIT All Asset 04/30/2003 7.48 % 4.43 %     6.15 %
    PIMCO VIT High Yield Portfolio 04/30/1998 6.87 % 5.90 % 7.28 %    
    PIMCO VIT Total Return 12/31/1997 2.21 % 6.14 % 5.10 %    

     

    5


     

        For Contracts without the Premium Payment      
        Credit Rider and with Surrender Charge      
      Effective             Since  
    Division Date One Year   Five Years    Ten Years    Inception  
    Principal Capital Appreciation 04/28/1998 6.38 % 0.72 % 7.92 %    
    Principal LifeTime 2010 08/30/2004 4.37 % 0.34 %     3.67 %
    Principal LifeTime 2020 08/30/2004 7.30 % -0.04 %     4.16 %
    Principal LifeTime 2030 08/30/2004 8.11 % -0.68 %     3.87 %
    Principal LifeTime 2040 08/30/2004 9.23 % -0.96 %     3.98 %
    Principal LifeTime 2050 08/30/2004 9.58 % -1.21 %     3.91 %
    Principal LifeTime Strategic Income 08/30/2004 2.25 % 0.82 %     3.26 %
    Real Estate Securities 05/01/1998 9.68 % 4.93 % 11.52 %    
    SAM Balanced 06/03/1997 5.32 % 1.53 % 6.00 %    
    SAM Conservative Balanced 04/23/1998 3.77 % 2.61 % 5.43 %    
    SAM Conservative Growth 06/03/1997 6.73 % 0.04 % 6.22 %    
    SAM Flexible Income 09/09/1997 3.23 % 3.65 % 4.97 %    
    SAM Strategic Growth 06/03/1997 8.05 % -0.89 % 6.37 %    
    Short-Term Income 01/12/1994 -2.34 % 2.05 % 2.46 %    
    SmallCap Blend 05/01/1998 7.24 % -0.25 % 6.74 %    
    SmallCap Growth II 05/01/1998 8.81 % -0.08 % 6.64 %    
    SmallCap Value I 05/01/1998 14.18 % 1.33 % 8.10 %    
    T. Rowe Price Blue Chip Growth 12/29/2000 10.40 % 0.53 % 6.01 %    
    T. Rowe Price Health Sciences 12/29/2000 23.33 % 7.34 % 11.94 %    
    Van Eck VIP Global Hard Assets 05/01/2006 -4.21 % -3.38 %     3.32 %

     

        For Contracts without the Premium Payment      
        Credit Rider and without Surrender Charge      
      Effective             Since  
    Division Date One Year   Five Years    Ten Years   Inception  
    AllianceBernstein Small Cap Growth 08/15/1996 13.56 % 3.55 % 9.73 %    
    Alliance Bernstein Small/Mid Cap Value 05/02/2001 17.71 % 3.97 % 9.11 %    
    American Century VP Inflation Protection 12/31/2002 6.02 % 5.11 % 4.21 %    
    American Century VP Mid Cap Value 10/29/2004 14.75 % 4.73 %     7.04 %
    American Century VP Ultra 05/01/2001 12.33 % -0.44 % 4.18 %    
    American Century VP Vista 10/05/2001 14.14 % -4.90 % 7.06 %    
    Asset Allocation 06/01/1994 12.09 % 1.16 % 5.74 %    
    Bond & Mortgage Securities 12/18/1987 6.17 % 3.87 % 3.27 %    
    Delaware VIP Small Cap Value 05/01/2000 12.64 % 5.17 % 9.35 %    
    Diversified Balanced 12/30/2009 8.31 %         6.42 %
    Diversified Growth 12/30/2009 10.21 %         7.05 %
    Diversified Income 05/15/2012             4.57 %
    Diversified International 05/02/1994 16.93 % -4.86 % 7.98 %    
    Dreyfus Technology Growth 08/31/1999 13.88 % 3.54 % 7.50 %    
    DWS Small Mid Cap Value 05/01/1996 12.39 % 1.28 % 9.60 %    
    Equity Income 04/28/1998 11.57 % 0.57 % 7.38 %    
    Fidelity VIP Contrafund 01/03/1995 14.66 % -0.80 % 7.33 %    
    Fidelity VIP Equity-Income 11/03/1986 15.56 % -1.18 % 5.07 %    
    Fidelity VIP Growth 10/31/1986 12.95 % -2.19 % 5.03 %    
    Fidelity VIP Mid Cap 12/28/1998 13.10 % 0.77 % 9.90 %    
    Fidelity VIP Overseas 01/28/1987 18.97 % -5.69 % 6.40 %    
    Franklin Small Cap Value Securities 04/30/1998 16.88 % 3.46 % 8.48 %    
    Goldman Sachs Mid Cap Value 05/01/1998 16.96 % 1.73 % 8.37 %    
    Goldman Sachs Structured Small Cap Equity 02/13/1998 11.39 % 3.14 % 6.34 %    
    Government & High Quality Bond 05/06/1993 2.59 % 4.08 % 3.27 %    
    International Emerging Markets 10/24/2000 19.26 % -3.13 % 15.30 %    

     

    6


     

        For Contracts without the Premium Payment      
        Credit Rider and without Surrender Charge      
      Effective             Since  
    Division Date One Year   Five Years   Ten Years    Inception  
    Invesco Van Kampen VI Value Opportunities                  
    f.k.a. Invesco VI Basic Value 09/10/2001 16.20 % -3.91 % 3.21 %    
    Invesco VI International Growth 05/05/1993 14.21 % -1.60 % 9.17 %    
    Invesco VI Small Cap Equity 08/29/2003 12.44 % 2.57 %     6.41 %
    LargeCap Blend II 05/01/2002 13.73 % 0.15 % 5.10 %    
    LargeCap Growth 05/02/1994 15.36 % -2.17 % 5.85 %    
    LargeCap Growth I 06/01/1994 14.89 % 3.36 % 6.56 %    
    LargeCap S&P 500 Index 05/03/1999 14.03 % 0.07 % 5.40 %    
    LargeCap Value 05/13/1970 17.07 % -0.66 % 5.05 %    
    MFS VIT New Discovery 05/01/1998 19.84 % 6.75 % 8.58 %    
    MFS VIT Utilities 01/03/1995 11.77 % 1.18 % 13.06 %    
    MFS VIT Value 01/02/2002 14.41 % -0.19 % 6.27 %    
    MidCap Blend 12/18/1987 17.92 % 5.88 % 10.30 %    
    Money Market 03/18/1983 -1.28 % -0.73 % 0.33 %    
    Neuberger Berman AMT Large Cap Value                  
    f.k.a. Neuberger Berman AMT Partners 03/22/1994 15.11 % -3.60 % 6.16 %    
    Neuberger Berman AMT Small-Cap Growth 07/12/2002 7.43 % -2.15 % 2.50 %    
    Neuberger Berman AMT Socially Responsive 02/18/1999 9.56 % -0.28 % 6.29 %    
    PIMCO VIT All Asset 04/30/2003 13.48 % 4.93 %     6.15 %
    PIMCO VIT High Yield Portfolio 04/30/1998 12.87 % 6.37 % 7.28 %    
    PIMCO VIT Total Return 12/31/1997 8.21 % 6.61 % 5.10 %    
    Principal Capital Appreciation 04/28/1998 12.38 % 1.30 % 7.92 %    
    Principal LifeTime 2010 08/30/2004 10.37 % 0.92 %     3.67 %
    Principal LifeTime 2020 08/30/2004 13.30 % 0.55 %     4.16 %
    Principal LifeTime 2030 08/30/2004 14.11 % -0.07 %     3.87 %
    Principal LifeTime 2040 08/30/2004 15.23 % -0.35 %     3.98 %
    Principal LifeTime 2050 08/30/2004 15.58 % -0.59 %     3.91 %
    Principal LifeTime Strategic Income 08/30/2004 8.25 % 1.40 %     3.26 %
    Real Estate Securities 05/01/1998 15.68 % 5.42 % 11.52 %    
    SAM Balanced 06/03/1997 11.32 % 2.09 % 6.00 %    
    SAM Conservative Balanced 04/23/1998 9.77 % 3.15 % 5.43 %    
    SAM Conservative Growth 06/03/1997 12.73 % 0.64 % 6.22 %    
    SAM Flexible Income 09/09/1997 9.23 % 4.17 % 4.97 %    
    SAM Strategic Growth 06/03/1997 14.05 % -0.28 % 6.37 %    
    Short-Term Income 01/12/1994 3.66 % 2.60 % 2.46 %    
    SmallCap Blend 05/01/1998 13.24 % 0.35 % 6.74 %    
    SmallCap Growth II 05/01/1998 14.81 % 0.51 % 6.64 %    
    SmallCap Value I 05/01/1998 20.18 % 1.89 % 8.10 %    
    T. Rowe Price Blue Chip Growth 12/29/2000 16.40 % 1.11 % 6.01 %    
    T. Rowe Price Health Sciences 12/29/2000 29.33 % 7.78 % 11.94 %    
    Van Eck VIP Global Hard Assets 05/01/2006 1.79 % -2.70 %     3.32 %

     

    7


     

        For Contracts with the Premium Payment      
        Credit Rider and with Surrender Charge      
      Effective             Since  
    Division Date One Year   Five Years    Ten Years    Inception  
    AllianceBernstein Small Cap Growth 08/15/1996 4.87 % 2.20 % 9.08 %    
    Alliance Bernstein Small/Mid Cap Value 05/02/2001 9.22 % 2.83 % 8.56 %    
    American Century VP Inflation Protection 12/31/2002 -2.62 % 3.80 % 3.58 %    
    American Century VP Mid Cap Value 10/29/2004 6.06 % 3.41 %     6.40 %
    American Century VP Ultra 05/01/2001 3.66 % -1.89 % 3.56 %    
    American Century VP Vista 10/05/2001 5.46 % -6.50 % 6.42 %    
    Asset Allocation 06/01/1994 3.41 % -0.24 % 5.10 %    
    Bond & Mortgage Securities 12/18/1987 -2.47 % 2.54 % 2.65 %    
    Delaware VIP Small Cap Value 05/01/2000 4.17 % 3.98 % 8.75 %    
    Diversified Balanced 12/30/2009 -0.34 %         4.28 %
    Diversified Growth 12/30/2009 1.54 %         4.92 %
    Diversified Income 05/15/2012             4.16 %
    Diversified International 05/02/1994 8.23 % -6.46 % 7.33 %    
    Dreyfus Technology Growth 08/31/1999 5.20 % 2.20 % 6.86 %    
    DWS Small Mid Cap Value 05/01/1996 3.93 % 0.08 % 9.05 %    
    Equity Income 04/28/1998 2.90 % -0.85 % 6.73 %    
    Fidelity VIP Contrafund 01/03/1995 5.97 % -2.25 % 6.69 %    
    Fidelity VIP Equity-Income 11/03/1986 6.87 % -2.64 % 4.44 %    
    Fidelity VIP Growth 10/31/1986 4.27 % -3.69 % 4.40 %    
    Fidelity VIP Mid Cap 12/28/1998 4.42 % -0.64 % 9.25 %    
    Fidelity VIP Overseas 01/28/1987 10.25 % -7.31 % 5.76 %    
    Franklin Small Cap Value Securities 04/30/1998 8.18 % 2.11 % 7.83 %    
    Goldman Sachs Mid Cap Value 05/01/1998 8.26 % 0.34 % 7.72 %    
    Goldman Sachs Structured Small Cap Equity 02/13/1998 2.72 % 1.79 % 5.70 %    
    Government & High Quality Bond 05/06/1993 -6.03 % 2.75 % 2.65 %    
    International Emerging Markets 10/24/2000 10.55 % -4.66 % 14.61 %    
    Invesco Van Kampen VI Value Opportunities                  
    f.k.a. Invesco VI Basic Value 09/10/2001 7.51 % -5.46 % 2.59 %    
    Invesco VI International Growth 05/05/1993 5.53 % -3.08 % 8.52 %    
    Invesco VI Small Cap Equity 08/29/2003 3.77 % 1.20 %     5.78 %
    LargeCap Blend II 05/01/2002 5.05 % -1.28 % 4.47 %    
    LargeCap Growth I 06/01/1994 6.20 % 2.02 % 5.92 %    
    LargeCap Growth 05/02/1994 6.67 % -3.66 % 5.21 %    
    LargeCap S&P 500 Index 05/03/1999 5.34 % -1.36 % 4.77 %    
    LargeCap Value 05/13/1970 8.37 % -2.11 % 4.42 %    
    MFS VIT New Discovery 05/01/1998 11.35 % 5.67 % 8.13 %    
    MFS VIT Utilities 01/03/1995 3.10 % -0.22 % 12.38 %    
    MFS VIT Value 01/02/2002 5.72 % -1.63 % 5.63 %    
    MidCap Blend 12/18/1987 9.21 % 4.58 % 9.64 %    
    Money Market 03/18/1983 -9.87 % -2.18 % -0.27 %    
    Neuberger Berman AMT Large Cap Value                  
    f.k.a. Neuberger Berman AMT Partners 03/22/1994 6.42 % -5.15 % 5.53 %    
    Neuberger Berman AMT Small-Cap Growth 07/12/2002 -1.21 % -3.65 % 1.89 %    
    Neuberger Berman AMT Socially Responsive 02/18/1999 0.91 % -1.72 % 5.65 %    
    PIMCO VIT All Asset 04/30/2003 4.80 % 3.61 %     5.51 %
    PIMCO VIT High Yield Portfolio 04/30/1998 4.20 % 5.08 % 6.63 %    
    PIMCO VIT Total Return 12/31/1997 -0.45 % 5.32 % 4.47 %    
    Principal Capital Appreciation 04/28/1998 3.70 % -0.10 % 7.28 %    
    Principal LifeTime 2010 08/30/2004 1.70 % -0.49 %     3.04 %
    Principal LifeTime 2020 08/30/2004 4.61 % -0.87 %     3.54 %
    Principal LifeTime 2030 08/30/2004 5.42 % -1.50 %     3.24 %

     

    8


     

        For Contracts with the Premium Payment      
        Credit Rider and with Surrender Charge      
      Effective             Since  
    Division Date One Year   Five Years    Ten Years    Inception  
    Principal LifeTime 2040 08/30/2004 6.54 % -1.79 %     3.36 %
    Principal LifeTime 2050 08/30/2004 6.88 % -2.04 %     3.29 %
    Principal LifeTime Strategic Income 08/30/2004 -0.40 % 0.00 %     2.64 %
    Real Estate Securities 05/01/1998 6.99 % 4.12 % 10.85 %    
    SAM Balanced 06/03/1997 2.65 % 0.71 % 5.36 %    
    SAM Conservative Balanced 04/23/1998 1.11 % 1.79 % 4.79 %    
    SAM Conservative Growth 06/03/1997 4.05 % -0.78 % 5.58 %    
    SAM Flexible Income 09/09/1997 0.57 % 2.84 % 4.34 %    
    SAM Strategic Growth 06/03/1997 5.37 % -1.72 % 5.73 %    
    Short-Term Income 01/12/1994 -4.96 % 1.24 % 1.84 %    
    SmallCap Blend 05/01/1998 4.56 % -1.07 % 6.10 %    
    SmallCap Growth II 05/01/1998 6.12 % -0.91 % 6.01 %    
    SmallCap Value I 05/01/1998 11.45 % 0.51 % 7.45 %    
    T. Rowe Price Blue Chip Growth 12/29/2000 7.70 % -0.29 % 5.37 %    
    T. Rowe Price Health Sciences 12/29/2000 20.56 % 6.52 % 11.27 %    
    Van Eck VIP Global Hard Assets 05/01/2006 -6.82 % -4.22 %     2.44 %

     

        For Contracts with the Premium Payment      
        Credit Rider and without Surrender Charge      
      Effective             Since  
    Division Date One Year   Five Years   Ten Years    Inception  
    AllianceBernstein Small Cap Growth 08/15/1996 12.87 % 2.93 % 9.08 %    
    Alliance Bernstein Small/Mid Cap Value 05/02/2001 17.22 % 3.54 % 8.56 %    
    American Century VP Inflation Protection 12/31/2002 5.38 % 4.48 % 3.58 %    
    American Century VP Mid Cap Value 10/29/2004 14.06 % 4.10 %     6.40 %
    American Century VP Ultra 05/01/2001 11.66 % -1.04 % 3.56 %    
    American Century VP Vista 10/05/2001 13.46 % -5.47 % 6.42 %    
    Asset Allocation 06/01/1994 11.41 % 0.55 % 5.10 %    
    Bond & Mortgage Securities 12/18/1987 5.53 % 3.25 % 2.65 %    
    Delaware VIP Small Cap Value 05/01/2000 12.17 % 4.66 % 8.75 %    
    Diversified Balanced 12/30/2009 7.66 %         5.79 %
    Diversified Growth 12/30/2009 9.54 %         6.41 %
    Diversified Income 05/15/2012             4.16 %
    Diversified International 05/02/1994 16.23 % -5.43 % 7.33 %    
    Dreyfus Technology Growth 08/31/1999 13.20 % 2.92 % 6.86 %    
    DWS Small Mid Cap Value 05/01/1996 11.93 % 0.86 % 9.05 %    
    Equity Income 04/28/1998 10.90 % -0.03 % 6.73 %    
    Fidelity VIP Contrafund 01/03/1995 13.97 % -1.39 % 6.69 %    
    Fidelity VIP Equity-Income 11/03/1986 14.87 % -1.77 % 4.44 %    
    Fidelity VIP Growth 10/31/1986 12.27 % -2.78 % 4.40 %    
    Fidelity VIP Mid Cap 12/28/1998 12.42 % 0.16 % 9.25 %    
    Fidelity VIP Overseas 01/28/1987 18.25 % -6.26 % 5.76 %    
    Franklin Small Cap Value Securities 04/30/1998 16.18 % 2.83 % 7.83 %    
    Goldman Sachs Mid Cap Value 05/01/1998 16.26 % 1.12 % 7.72 %    
    Goldman Sachs Structured Small Cap Equity 02/13/1998 10.72 % 2.52 % 5.70 %    
    Government & High Quality Bond 05/06/1993 1.97 % 3.46 % 2.65 %    
    International Emerging Markets 10/24/2000 18.55 % -3.71 % 14.61 %    
    Invesco Van Kampen VI Value Opportunities                  
    f.k.a. Invesco VI Basic Value 09/10/2001 15.51 % -4.48 % 2.59 %    
    Invesco VI International Growth 05/05/1993 13.53 % -2.19 % 8.52 %    
    Invesco VI Small Cap Equity 08/29/2003 11.77 % 1.95 %     5.78 %
    LargeCap Blend II 05/01/2002 13.05 % -0.45 % 4.47 %    

     

    9


     

        For Contracts with the Premium Payment      
        Credit Rider and without Surrender Charge      
      Effective             Since  
    Division Date One Year   Five Years    Ten Years   Inception  
    LargeCap Growth I 06/01/1994 14.20 % 2.74 % 5.92 %    
    LargeCap Growth 05/02/1994 14.67 % -2.75 % 5.21 %    
    LargeCap S&P 500 Index 05/03/1999 13.34 % -0.53 % 4.77 %    
    LargeCap Value 05/13/1970 16.37 % -1.26 % 4.42 %    
    MFS VIT New Discovery 05/01/1998 19.35 % 6.31 % 8.13 %    
    MFS VIT Utilities 01/03/1995 11.10 % 0.57 % 12.38 %    
    MFS VIT Value 01/02/2002 13.72 % -0.79 % 5.63 %    
    MidCap Blend 12/18/1987 17.21 % 5.24 % 9.64 %    
    Money Market 03/18/1983 -1.87 % -1.32 % -0.27 %    
    Neuberger Berman AMT Large Cap Value                  
             f.k.a. Neuberger Berman AMT Partners 03/22/1994 14.42 % -4.18 % 5.53 %    
    Neuberger Berman AMT Small-Cap Growth 07/12/2002 6.79 % -2.74 % 1.89 %    
    Neuberger Berman AMT Socially Responsive 02/18/1999 8.91 % -0.88 % 5.65 %    
    PIMCO VIT All Asset 04/30/2003 12.80 % 4.30 %     5.51 %
    PIMCO VIT High Yield Portfolio 04/30/1998 12.20 % 5.73 % 6.63 %    
    PIMCO VIT Total Return 12/31/1997 7.55 % 5.97 % 4.47 %    
    Principal Capital Appreciation 04/28/1998 11.70 % 0.69 % 7.28 %    
    Principal LifeTime 2010 08/30/2004 9.70 % 0.32 %     3.04 %
    Principal LifeTime 2020 08/30/2004 12.61 % -0.05 %     3.54 %
    Principal LifeTime 2030 08/30/2004 13.42 % -0.67 %     3.24 %
    Principal LifeTime 2040 08/30/2004 14.54 % -0.95 %     3.36 %
    Principal LifeTime 2050 08/30/2004 14.88 % -1.18 %     3.29 %
    Principal LifeTime Strategic Income 08/30/2004 7.60 % 0.79 %     2.64 %
    Real Estate Securities 05/01/1998 14.99 % 4.79 % 10.85 %    
    SAM Balanced 06/03/1997 10.65 % 1.48 % 5.36 %    
    SAM Conservative Balanced 04/23/1998 9.11 % 2.53 % 4.79 %    
    SAM Conservative Growth 06/03/1997 12.05 % 0.03 % 5.58 %    
    SAM Flexible Income 09/09/1997 8.57 % 3.54 % 4.34 %    
    SAM Strategic Growth 06/03/1997 13.37 % -0.87 % 5.73 %    
    Short-Term Income 01/12/1994 3.04 % 1.99 % 1.84 %    
    SmallCap Blend 05/01/1998 12.56 % -0.25 % 6.10 %    
    SmallCap Growth II 05/01/1998 14.12 % -0.09 % 6.01 %    
    SmallCap Value I 05/01/1998 19.45 % 1.28 % 7.45 %    
    T. Rowe Price Blue Chip Growth 12/29/2000 15.70 % 0.50 % 5.37 %    
    T. Rowe Price Health Sciences 12/29/2000 28.56 % 7.14 % 11.27 %    
    Van Eck VIP Global Hard Assets 05/01/2006 1.18 % -3.28 %     2.70 %

     

    10


     

    TAXATION UNDER CERTAIN RETIREMENT PLANS    
     
    INDIVIDUAL RETIREMENT ANNUITIES    
    Contributions. Individuals may make contributions for individual retirement annuity (IRA) contracts. Individuals may
    make deductible contributions (for any year) up to the lesser of the amount shown in the chart or 100% of
    compensation.        
     
    Individuals age 50 or over are also permitted to make additional “catch-up” contributions. The additional contribution
    is $1,000 in 2012 and 2013.        
     
    Such individuals may establish a traditional IRA for a non-working spouse. The annual contribution for both spouses’
    contracts cannot exceed the lesser of the amount shown in the chart or 100% of the working spouse’s compensation.
    No more than the individual IRA limit may be contributed to either spouse’s IRA for any year.
     
        IRA- Maximum Annual Contribution    
    Year   Individual IRA   Individual IRA + Spousal IRA
    2012 $5,000 $10,000
    2013 $5,500 $11,000
     
    For succeeding years, limits are indexed to inflation.    

     

    Contributions may be tax deductible. If an individual and his/her spouse do not participate in a qualified retirement
    plan, the contributions to an IRA are fully tax deductible regardless of income. If an individual is an active participant
    in a qualified retirement plan, his/her ability to deduct the contributions depends upon his/her income level.
     
    For individuals who are not active participants but whose spouses are, deductibility of traditional IRA contributions is
    phased out if the couple files a joint return and the Adjusted Gross Income is between $178,000 and $188,000 in
    2013 .              
     
          Deductibility of Traditional IRA Contributions for Active Participants    
          Married Individuals (Filing Jointly)   Single Individual
          Limited No   Limited   No
        Year Deduction Deduction Year Deduction   Deduction
        2012 $92,000 $112,000 2012 $58,000 $68,000
        2013 $95,000 $115,000 2013 $59,000 $69,000
     
    An individual may make non-deductible IRA contributions to the extent of the excess of:    
     
    (1 ) The lesser of maximum annual contribution or 100% of compensation, over    
     
    (2 ) The IRA deductible contributions made with respect to the individual.    
     
    An individual may not make any contribution to his/her own IRA for the year in which he/she reaches age 70 ½ or for
    any year thereafter.          
     
    Taxation of Distributions. Distributions from IRA Contracts are taxed as ordinary income to the recipient, although
    special rules exist for the tax-free return of non-deductible contributions. In addition, taxable distributions received
    under an IRA Contract prior to age 59 ½ are subject to a 10% penalty tax in addition to regular income tax. Certain
    distributions are exempted from this penalty tax, including distributions following the owner’s death or disability if the
    distribution is paid as part of a series of substantially equal periodic payments made for the life (or life expectancy) of
    the Owner or the joint lives (or joint life expectancies) of Owner and the Owner’s designated Beneficiary; distributions
    to pay medical expenses; distributions for certain unemployment expenses; distributions for first home purchases (up
    to $10,000) and distributions for higher education expenses and distributions for certain natural disaster victims.

     

    11


     

    Required Distributions. Generally, distributions from IRA Contracts must commence not later than April 1 of the
    calendar year following the calendar year in which the owner attains age 70 ½, and such distributions must be made
    over a period that does not exceed the uniform life distribution period established by the IRS. A penalty tax of 50%
    may be imposed on any amount by which the minimum required distribution in any year exceeded the amount
    actually distributed in that year. In addition, in the event that the owner dies before his or her entire interest in the
    Contract has been distributed, the owner’s entire interest must be distributed in accordance with rules similar to those
    applicable upon the death of the Contract Owner in the case of a non-qualified Contract, as described in the
    Prospectus.
     
    Tax-Free Rollovers. The Internal Revenue Code (the “Code”) permits the taxable portion of funds to be transferred in
    a tax-free rollover from a qualified retirement plan, tax-deferred annuity plan or governmental 457(b) plan to an IRA
    Contract if certain conditions are met, and if the rollover of assets is completed within 60 days after the distribution
    from the qualified plan is received. A direct rollover of funds may avoid a 20% federal tax withholding generally
    applicable to qualified plans, tax-deferred annuity plan, or governmental 457(b) plan distributions. In addition, not
    more frequently than once every twelve months, amounts may be rolled over tax-free from one IRA to another,
    subject to the 60-day limitation and other requirements. The once-per-year limitation on rollovers does not apply to
    direct transfers of funds between IRA custodians or trustees.
     
    SIMPLIFIED EMPLOYEE PENSION (SEP) PLANS AND SALARY REDUCTION SIMPLIFIED EMPLOYEE
    PENSION (SAR/SEP) PLANS
    Contributions. Under Section 408(k) of the Code, employers may establish a type of IRA plan referred to as a
    simplified employee pension plan (SEP). Employer contributions to a SEP cannot exceed the lesser of 25% of
    compensation or $51,000 for 2013.
     
    Employees of certain small employers may have contributions made to the salary reduction simplified employee
    pension plan (SAR/SEP) on their behalf on a salary reduction basis. The amount that an employee chooses to defer
    and contribute to the SAR/SEP is referred to as an elective deferral.
     
    These elective deferrals are subject to the same cap as elective deferrals to IRC Section 401(k) plans, see table
    below. In addition to the elective deferrals, SAR/SEP may permit additional elective deferrals by individuals age 50 or
    over, referred to as “catch-up contributions”.
     
    No new SAR/SEP are permitted after 1996 for any employer, but those in effect prior to 1997 may continue to
    operate, receive contributions, and add new employees.
     
    Employees of tax-exempt organizations and state and local government agencies are not eligible for SAR/SEPs.

     

    Salary Reduction Simplified Employee Pension Plan (SAR/SEP)

    Year   Elective Deferral   Catch-up Contribution
    2012 $17,500 $5,500
    2013 $17,500 $5,500

     

    Taxation of Distributions. Generally, distribution payments from SEPs and SAR/SEPs are subject to the same
    distribution rules described above for IRAs.
     
    Required Distributions. SEPs and SAR/SEPs are subject to the same minimum required distribution rules described
    above for IRAs.
     
    Tax-Free Rollovers. Generally, rollovers and direct transfers may be made to and from SEPs and SAR/SEPs in the
    same manner as described above for IRAs, subject to the same conditions and limitations.

     

    12


     

    SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE IRA)
    Contributions. Under Section 408(p) of the Code, employers may establish a type of IRA plan known as a SIMPLE
    IRA. Employees may have contributions made to the SIMPLE IRA on a salary reduction basis. The amount that an
    employee chooses to defer and contribute to the SIMPLE IRA is referred to as an elective deferral.
     
    These elective deferrals cannot exceed the amounts shown in the chart. In addition to the elective deferrals, SIMPLE
    IRA may permit additional elective deferrals by individuals age 50 or over, referred to as “catch-up contributions”.
     
    Elective contribution amounts made under the salary reduction portions (i.e., those subject to the $12,000 limit in
    2013) of a SIMPLE IRA plan are counted in the overall limit on elective deferrals by any individual. For example, an
    individual under age 50 who defers the maximum of $12,000 to a SIMPLE IRA of one employer and also participates
    in a 401(k) plan of another employer, would be limited to an elective deferral of $5,500 in 2013 ($17,500 – $12,000)
    to the 401(k) plan.
     
    The employer generally must match either 100% of the employee’s elective deferral, up to 3% of the employee’s
    compensation or fixed nonelective contributions of 2% of compensation.

     

        Savings Incentive Match Plan for Employees (SIMPLE IRA)      
                401(k) Elective
    Year   Elective Deferral   Catch-up Contribution   Deferral
    2012 $11,500 $2,500 $17,000  
    2013 $12,000 $2,500 $17,500  

     

    Taxation of Distributions. Generally, distribution payments from SIMPLE IRAs are subject to the same distribution
    rules described above for IRAs, except that distributions made within two years of the date of an employee’s first
    participation in a SIMPLE IRA of an employer are subject to a 25% penalty tax instead of the 10% penalty tax
    discussed previously.
     
    Required Distributions. SIMPLE IRAs are subject to the same minimum required distribution rules described above
    for IRAs.
     
    Tax-Free Rollovers. Direct transfers may be made among SIMPLE IRAs in the same manner as described above for
    IRAs, subject to the same conditions and limitations. Rollovers from SIMPLE IRAs are permitted after two years have
    elapsed from the date of an employee’s first participation in a SIMPLE IRA of the employer. Rollovers to SIMPLE
    IRAs from other plans are not permitted.
     
    ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRA)
    Contribution. Under Section 408A of the Code, individuals may contribute to a Roth IRA on his/her own behalf up to
    the lesser of maximum annual contribution limit as shown in the chart or 100% of compensation. In addition, the
    contribution must be reduced by the amount of any contributions made to other IRAs for the benefit of the same
    individual.
     
    Individuals age 50 or over are also permitted to make additional “catch-up” contributions. The additional contribution
    is $1,000 for 2012 and 2013.

     

        Roth IRA - Maximum Annual Contribution    
    Year   Individual Roth IRA   Catch-up Contribution
    2012 $5,000 $1,000
    2013 $5,500 $1,000
     
    For succeeding years, individual Roth IRA limits are indexed for cost-of-living.    

     

    13


     

      The maximum contribution is phased out for single taxpayers with adjusted gross income between $112,000 and
      $127,000 and for joint filers with adjusted gross income between $178,000 and $188,000 (see chart below).
     
      For rollovers/conversion to Roth IRAs done in 2010 only, the taxpayer does have a choice of electing a two-year
      spread option that allows deferral including the taxable amounts in gross income to years 2011 and 2012. For more
      information, please see your tax advisor.  
     
          Modified Adjusted Gross Income Limits - 2013  
      Single   Married Filing Joint ROTH IRA Contribution
      $112,000 or less   $178,000 or less Full Contribution
    $112,000 – $127,000 $178,000 – $188,000 Partial Contribution*
      $127,000 & over   $188,000 & over No Contribution
     
      * Those entitled to only a partial contribution should check with a tax advisor to determine the allowable
      contribution.      
     
      A person whose filing status is “married, filing separately” may not make a full Roth IRA contribution, unless the
      couple are separated and have been living apart for the entire year. Only a partial contribution is allowed if the
      Modified Adjusted Gross Income is less than $10,000.  
     
      Taxation of Distribution. Qualified distributions are received income-tax free by the Roth IRA owner, or beneficiary in
      case of the Roth IRA owner’s death. A qualified distribution is any distribution made after five years if the IRA owner
      is over age 591/2, dies, becomes disabled, or uses the funds for first-time home buyer expenses at the time of
      distribution. The five-year period for converted amounts begins from the year of the conversion.

     

    14


    PART C
    OTHER INFORMATION
     
    Item 24. Financial Statements and Exhibits
     
    (a) Financial Statements included in the Registration Statement
      (1 ) Part A
          Condensed Financial Information for the 7 years ended
          December 31, 2012 and the period ended December 31, 2005*
     
      (2 ) Part B:
          Principal Life Insurance Company Separate Account B:
          Report of Independent Registered Public Accounting Firm**
          Statements of Assets and Liabilities, December 31, 2012**
          Statements of Operations for the year ended December 31, 2012**
          Statements of Changes in Net Assets for the years ended December 31, 2012 and 2011**
          Notes to Financial Statements**
     
          Principal Life Insurance Company:
          Report of Independent Registered Public Accounting Firm**
    Consolidated Statements of Financial Position at December 31, 2012, and 2011**
          Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010**
          Consolidated Statements of Stockholder's Equity for the years ended December 31, 2012, 2011
          and 2010**
          Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and
          2010**
          Notes to Consolidated Financial Statements**
     
      (3 ) Part C
          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 of
          December 31, 2012**
          Schedule III - Supplementary Insurance Information as of December 31, 2012, 2011 and 2010 and
          for each of the years then ended**
          Schedule IV – Reinsurance as of December 31, 2012, 2011 and 2010 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 for 333-116220
          on 06/07/2004 Accession No. 0000870786-04-000093)
      (3 a) Distribution Agreement (filed as Exhibit 3a on 05/02/2013 Accession No. 0000812797-13-
          000071)
      (3 b) Selling Agreement (filed as Exhibit 3b on 05/02/2013 Accession No. 0000812797-13-000071)
      (4 a) Form of Variable Annuity Contract (filed as Exhibit 4a on 05/02/2013 Accession No.
          0000812797-13-000071)
      (4 b) Premium Payment Credit Rider (filed as Exhibit 4b on 05/02/2013 Accession No. 0000812797-
          13-000071)
      (4 c) Fixed Account Endorsement (filed as Exhibit 4c on 05/02/2013 Accession No. 0000812797-
          13-000071)
      (4 d) Fixed DCA Account Endorsement (filed as Exhibit 4d on 05/02/2013 Accession No.
          0000812797-13-000071)
      (4 e) GMWB Rider (PIB3) (filed as Exhibit 4e on 05/02/2013 Accession No. 0000812797-13-
          000071)
      (4 f) GMWB Rider (PIB10) (filed as Exhibit 4f on 05/02/2013 Accession No. 0000812797-13-
          000071)
      (4 g) IRA Rider (filed as Exhibit 4g on 05/02/2013 Accession No. 0000812797-13-000071)
      (4 h) Roth IRA Rider (filed as Exhibit 4h on 05/02/2013 Accession No. 0000812797-13-000071)

     


     

    (4 i) Simple IRA Rider (filed as Exhibit 4i on 05/02/2013 Accession No. 0000812797-13-000071)
    (4 j) Pension Trust Rider (filed as Exhibit 4j on 05/02/2013 Accession No. 0000812797-13-000071)
    (4 k) Waiver of Surrender Charge Rider (filed as Exhibit 4k on 05/02/2013 Accession No.
        0000812797-13-000071)
    (4 l) Contract Data Page (filed as Exhibit 4l on 05/02/2013 Accession No. 0000812797-13-000071)
    (4 m) Partial Annuitization Endorsement (filed as Exhibit 4m on 05/02/2013 Accession No.
        0000812797-13-000071)
    (5 ) Form of Variable Annuity Application (filed as Exhibit 5 on 05/02/2013 Accession No.
        0000812797-13-000071)
    (6 a) Articles of Incorporation of the Depositor (filed with the Commission for 333-116220 on
        06/07/2004 Accession No. 0000870786-04-000093)
    (6 b) Bylaws of Depositor (filed with the Commission for 333-116220 on 06/07/2004 Accession No.
        0000870786-04-000093)
    (8 a1) Participation Agreement with AIM Variable Insurance Funds, as amended (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 a2) Distribution Agreement with AIM Variable Insurance Funds, (filed with the Commission for
        333-116220 on 05/01/2008 0000950137-08-006515)
    (8 a3) Rule 22c-2 Agreement with AIM Variable Insurance Funds, (filed with the Commission for 333-
        116220 on 05/01/2008 0000950137-08-006515)
    (8 a4) Administrative Services Agreement with AIM Variable Insurance Funds, (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 b1) Participation Agreement with AllianceBernstein Variable Products Series Fund, as amended
        (filed with the Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 b2) Administrative Service Agreement with AllianceBernstein Variable Products Series Fund, (filed
        with the Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 b3) Rule 22c-2 Agreement with AllianceBernstein Variable Products Series Fund, (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 c1) Shareholder Services Agreement with American Century Investment Management Inc., as
        amended (filed with the Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 c2) Rule 22c-2 Agreement with American Century Investment Management Inc., (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 d1) Participation Agreement with Dreyfus Investment Portfolios, as amended (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 d2) Administrative Services Agreement with Dreyfus Investment Portfolios, as amended (filed with
        the Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 d3) Rule 12b-1 Agreement with Dreyfus Investment Portfolios, as (filed with the Commission for
        333-116220 on 05/01/2008 0000950137-08-006515)
    (8 e1) Amended & Restated Participation Agreement with Fidelity Insurance Products Fund (filed
        with the Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 e2) Distribution Agreement with Fidelity Variable Insurance Products Fund (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 e3) Service Agreement dated 8/02/1999 with Fidelity Variable Insurance Products (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 e4) Service Agreement dated 2/29/2000 with Fidelity Variable Insurance Products (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 e5) Service Agreement dated 3/26/2002 with Fidelity Variable Insurance Products Fund (filed with
        the Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 e6) Rule 22c-2 Agreement with Fidelity Insurance Products Fund (filed with the Commission for
        333-116220 on 05/01/2008 0000950137-08-006515)
    (8 f1) Participation Agreement with Goldman Sachs Variable Insurance Trust, (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 f2) Administrative Services Agreement with Goldman Sachs Variable Insurance Trust (filed with
        the Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 f3) Rule 22c-C Agreement with Goldman Sachs Variable Insurance Trust (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 g1) Participation Agreement with Neuberger Berman Advisers Management Trust, as amended
        (filed with the Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
    (8 g2) Distribution & Administrative Services Agreement with Neuberger Berman Advisers
        Management Trust (filed with the Commission for 333-116220 on 05/01/2008 0000950137-08-
        006515)
    (8 g3) Rule 22c-C Agreement with Neuberger Berman Advisers Management Trust (filed with the
        Commission for 333-116220 on 05/01/2008 0000950137-08-006515)

     


     

      (8 h1) Form of Participation Agreement with Principal Variable Contracts Funds (filed with the
          Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
      (8 h2) Form of Rule 22c-2 Agreement with Principal Variable Contracts Funds (filed with the
          Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
      (8 i1) Participation Agreement with T Rowe Equity Series Inc, as amended (filed with the
          Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
      (8 i2) Rule 12b-1 Agreement with T Rowe Equity Series Inc ((filed with the Commission for 333-
          116220 on 05/01/2008 0000950137-08-006515)
      (8 i3) Rule 22c-C Agreement with T Rowe Equity Series Inc (filed with the Commission for 333-
          116220 on 05/01/2008 0000950137-08-006515)
      (8 i4) Participation Agreement with T Rowe Equity Series Inc, as amended (filed with the
          Commission for 333-116220 on 05/01/2008 0000950137-08-006515)
      (8 j1) Participation Agreement with MFS Variable Insurance Trust dtd 03/26/02 – Filed as Ex-99.B
          (8j1) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j2) Participation Agreement with MFS Variable Insurance Trust amendment 1 dtd 05/17/02 – Filed
          as Ex-99.B(8j2) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j3) Participation Agreement with MFS Variable Insurance Trust amendment 2 dtd 09/03/02– Filed
          as Ex-99.B(8j3) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j4) Participation Agreement with MFS Variable Insurance Trust amendment 3 dtd 01/08/03– Filed
          as Ex-99.B(8j4) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j5) Participation Agreement with MFS Variable Insurance Trust amendment 4 dtd 09/17/04– Filed
          as Ex-99.B(8j5) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j6) Participation Agreement with MFS Variable Insurance Trust amendment 5 dtd 11/01/05– Filed
          as Ex-99.B(8j6) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j7) Participation Agreement with MFS Variable Insurance Trust amendment 6 dtd 12/07/05– Filed
          as Ex-99.B(8j7) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j8) Participation Agreement with MFS Variable Insurance Trust amendment 7 dtd 05/01/07– Filed
          as Ex-99.B(8j8) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j9) Participation Agreement with MFS Variable Insurance Trust amendment 8 dtd 01/01/08– Filed
          as Ex-99.B(8j9) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j10) Participation Agreement with MFS Variable Insurance Trust amendment 9 dtd 05/01/09– Filed
          as Ex-99.B(8j10) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j11) FUND/SERV and Networking Agreement with MFS Variable Insurance Trust dtd 05/20/02–
    Filed as Ex-99.B(8j11) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j12) Website Regulatory Document Agreement with MFS Variable Insurance Trust dtd 03/06/08–
    Filed as Ex-99.B(8j12) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 j13) Rule 22c-2 Shareholder Information Agreement with MFS Variable Insurance Trust dtd
          03/06/07– Filed as Ex-99.B(8j13) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 k1) Participation Agreement with PIMCO Variable Insurance Trust dtd 09/09/09– Filed as Ex-
          99.B(8k1) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 k2) Service Agreement with PIMCO Variable Insurance Trust dtd 03/09/09 Filed as Ex-99.B(8k2)
          on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 k3) Service Agreement with PIMCO Variable Insurance Trust amendment 1 dtd 04/22/09 Filed as
          Ex-99.B(8k3) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 l1) Participation Agreement with Van Eck Worldwide Insurance Trust dtd 11/28/07 Filed as Ex-
          99.B(8l1) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 l2) Service Agreement with Van Eck Worldwide Insurance Trust dtd 11/28/07 Filed as Ex-
          99.B(8l2) on 3/01/10 (Accession No. 0000898745-10-000129)
      (8 l3) Rule 22c-2 Agreement with Van Eck Worldwide Insurance Trust dtd 11/28/07 Filed as Ex-
          99.B(8l3) on 3/01/10 (Accession No. 0000898745-10-000129)
      (9 ) Opinion of Counsel **
      (10 a) Consent of Ernst & Young LLP **
      (10 b) Powers of Attorney (filed as Exhibit 10b on 05/02/2013 Accession No. 0000812797-13-
          000071)
      (10 c) Consent of Counsel – N/A
      (11 ) Financial Statement Schedules **
     
    * Filed Herein    
    ** 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 Director
    40 Shalebrook Drive Chair, Nominating and Governance Committee
    Morristown, NJ 07960 Member, Executive and Human Resources Committees
    JOCELYN CARTER-MILLER Director
    8701 Banyan Court Member, Nominating and Governance Committee
    Tamarac, FL 33321  
    GARY E. COSTLEY Director
    257 Barefoot Beach Boulevard, Suite 404 Member, Audit Committee
    Bonita Springs, FL 34134  
    MICHAEL T. DAN Director
    495 Rudder Road Chair, Human Resources Committee
    Naples, FL 34102  
    DENNIS H. FERRO Director
    100 Dove Plum Road Member, Audit Committee
    Vero Beach, FL 32963  
    C. DANIEL GELATT, JR. Director
    NMT Corporation Member, Audit Committee
    2004 Kramer Street  
    La Crosse, WI 54603  
    SANDRA L. HELTON Director
    1040 North Lake Shore Drive #26A Chair, Audit Committee
    Chicago, IL 60611 Member, Executive Committee
    RICHARD L. KEYSER Director
    5215 Old Orchard Place Member, Nominating and Governance and Human
    Ste. 440 Resources Committees
    Skokie, IL 60077  
    LUCA MAESTRI Director
    Apple Inc. Member, Audit Committee
    1 Infinite Loop  
    Cupertino, CA 95014  
    ELIZABETH E. TALLETT Director
    Hunter Partners, LLC Member, Executive, Human Resources and Nominating
    12 Windswept Circle and Governance Committees
    Thornton, NH 03285-6883  
    LARRY D. ZIMPLEMAN Chairman of the Board and Chair, Executive Committee,
    The Principal Financial Group Principal Life: Chairman, President and Chief Executive
    Des Moines, IA 50392 Officer

     


     

    EXECUTIVE OFFICERS (OTHER THAN DIRECTORS)
     
    Name and Principal Business Address Positions and Offices
    REX AUYEUNG Senior Vice President and President, Principal Financial Group - Asia
    NED A. BURMEISTER Senior Vice President and Chief Operating Officer, Principal International
    GREGORY J. BURROWS Senior Vice President Retirement and Investor Services
    TERESA M. BUTTON Vice President and Treasurer
    TIMOTHY M. DUNBAR Senior Vice President and Chief Investment Officer
    GREGORY B. ELMING Senior Vice President and Chief Risk Officer
    RALPH C. EUCHER Executive Vice President
    NORA M. EVERETT Senior Vice President Retirement and Investor Services
    JOYCE N. HOFFMAN Senior Vice President and Corporate Secretary
    DANIEL J. HOUSTON President - Retirement, Insurance and Financial Services
    JULIA M. LAWLER Senior Vice President – Investment Services
    TERRANCE J. LILLIS Senior Vice President and Chief Financial Officer
    JAMES P. MCCAUGHAN President - Global Asset Management
    TIMOTHY J. MINARD Senior Vice President - Distribution
    MARY A. O'KEEFE Senior Vice President and Chief Marketing Officer
    GERALD W. PATTERSON Senior Vice President Retirement and Investor Services
    ANGELA R. SANDERS Senior Vice President and Controller
    GARY P. SCHOLTEN Senior Vice President and Chief Information Officer
    KAREN E. SHAFF Executive Vice President and General Counsel
    DEANNA D. STRABLE Senior Vice President – U.S. Insurance Solutions
    LUIS E. VALDES President – International Asset Management and Accumulation
    ROBERTO WALKER Senior Vice President and President , Principal Financial Group - Latin America
     
    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, 2012 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.

     


     



     



     


    Item 27. Number of Contractowners – As of March 31, 2013      
     
    (1) (2 ) (3 )
      Number of Plan   Number of  
     
    Title of Class Participants   Contractowners  
    BFA Variable Annuity Contracts 21   6  
    Pension Builder Contracts 120   80  
    Personal Variable Contracts 165   15  
    Premier Variable Contracts 924   30  
    Flexible Variable Annuity Contract 26,554   26,554  
    Freedom Variable Annuity Contract 1,082   1,082  
    Freedom 2 Variable Annuity Contract 295   295  
    Investment Plus Variable Annuity Contract 43,300   43,300  
    Principal Lifetime Income Solutions 206   206  

     

    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.  
     
    (b) Management    
     
      (b1) (b2)
        Positions and offices  
      Name and principal with principal  
      business address underwriter  
    Deborah J. Barnhart Director/Distribution (PPN)  
    The Principal    
    Financial Group(1)    
     
    Patricia A. Barry Assistant Corporate Secretary  
    The Principal    
    Financial Group(1)    
     
    Michael J. Beer Director and President  
    The Principal    
    Financial Group(1)    
     
    Tracy W. Bollin Chief Financial Officer  
    The Principal    
    Financial Group(1)    
     
    David J. Brown Senior Vice President  
    The Principal    
    Financial Group(1)    
     
    Jill R. Brown Senior Vice President  
    The Principal    
    Financial Group(1)    
     
    Teresa M. Button Vice President/Treasurer  
    The Principal    
    Financial Group(1)    
     
    P. Scott Cawley Director - Internal Wholesaling  
    The Principal    
    Financial Group(1)    
     
    Nicholas M. Cecere Director and Senior Vice President  
    The Principal    
    Financial Group(1)    
     
    Gregory B. Elming Director  
    The Principal    
    Financial Group(1)    
     
    Nora M. Everett Chairman and Chief Executive Officer  
    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/Corporate Secretary  
    The Principal    
    Financial Group(1)    

     


     

      Positions and offices
    Name and principal with principal
    business address underwriter
    Curtis Hollebrands AML Officer
    The Principal  
    Financial Group(1)  
     
    Patrick A. Kirchner Assistant General Counsel
    The Principal  
    Financial Group(1)  
     
    Julie LeClere Vice President/Marketing & Recruiting
    The Principal  
    Financial Group(1)  
     
    Jennifer A. Mills Counsel
    The Principal  
    Financial Group(1)  
     
    Martin R. Richardson Vice President/Broker Dealer Operations
    The Principal  
    Financial Group(1)  
     
    Michael D. Roughton Senior Vice President/Counsel
    The Principal  
    Financial Group(1)  
     
    Adam U. Shaikh Counsel
    The Principal  
    Financial Group(1)  
     
    Traci L. Weldon Vice President/Chief Compliance Officer
    The Principal  
    Financial Group(1)  
     
    Dan L. Westholm Director – Treasury
    The Principal  
    Financial Group(1)  
     
    (1) 711 High Street
    Des Moines, IA 50309

     

    (c) Compensation from the Registrant              
     
     
                (3)        
            (2) Compensation on Events          
            Net Underwriting   Occasioning the   (4)    
      (1) Discounts &   Deduction of a Deferred   Brokerage   (5)
    Name of Principal Underwriter     Commissions   Sales Load   Commissions   Compensation  
     
      Princor Financial Services   $34,257,553   0   0   0  
      Corporation                    
     
    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 6th day of May, 2013.
     
    PRINCIPAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT B
    (Registrant)
     
     
    By : /s/ L. D. Zimpleman________________________
    L. D. Zimpleman
    Chairman, President and Chief Executive Officer
     
     
     
    PRINCIPAL LIFE INSURANCE COMPANY
    (Depositor)
     
     
    By : /s/ L. D. Zimpleman________________________
    L. D. Zimpleman
    Chairman, 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 Chairman, President May 6, 2013
      and Chief Executive Officer  
     
    /s/ A. R. Sanders    
      Senior Vice President and May 6, 2013
    A. R. Sanders Controller  
      (Principal Accounting Officer)  
     
    /s/ T. J. Lillis    
      Senior Vice President May 6, 2013
    T. J. Lillis and Chief Financial Officer  
      (Principal Financial Officer)  
     
    (B. J. Bernard)* Director May 6, 2013
    B. J. Bernard    
     
    (J. Carter-Miller)* Director May 6, 2013
    J. Carter-Miller    
     
    (G. E. Costley)* Director May 6, 2013
    G. E. Costley    
     
    (M.T. Dan)* Director May 6, 2013
    M. T. Dan    
     
    (D. H. Ferro)* Director May 6, 2013
    D. H. Ferro    
     
    (C. D. Gelatt, Jr.)* Director May 6, 2013
    C. D. Gelatt, Jr.    
     
    (S. L. Helton)* Director May 6, 2013
    S. L. Helton    
     
    (R. L. Keyser)* Director May 6, 2013
    R. L. Keyser    
     
    (L. Maestri)* Director May 6, 2013
    L. Maestri    
     
    (E. E. Tallett)* Director May 6, 2013
    E. E. Tallett    
     
     
     
      *By /s/ L.D. Zimpleman___________________________
      L. D. Zimpleman  
      Chairman, President and Chief Executive Officer
     
      Pursuant to Powers of Attorney  
      Previously Filed or Included Herein